Charys Holding Company, Inc.
Charys
Holding Company, Inc.
0000
Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X000
Atlanta,
Georgia 30338
Telephone
(000) 000-0000
Fax
(000) 000-0000
August
17, 2006
Xxxx
Xxxxxxx, Chairman
Crochet
& Borel Services, Inc.
000
Xxxx
Xxxx Xxxxxxx
Port
Neches, Texas 77651
Dear
Xxxx,
On
June
5, 2006, Xxxxxx, Xxxxxxx & Borel Services, Inc., a Texas corporation, and
you closed an agreement whereby you sold to Charys all of the outstanding shares
of Crochet & Borel Services (the “C&B Shares”). In consideration of the
sale of all of the C&B Shares, we agreed to pay you an aggregate
consideration in an amount equal to $200,100,000 (the “Base Purchase Price”) by
delivery of (i) cash (the “Cash Consideration”) and (ii) shares (“Stock
Consideration”) of our common stock.
On
May 3,
2006, we delivered cash consideration in an amount equal to $1,000,000 and
on
June 5, 2006, which was the Initial Closing Date, we delivered you a promissory
note in the amount of $19,000,000 (the “Seller Note”). On the Final
Determination Date as defined in the agreement, Xxxxxx will deliver to you
Cash
Consideration in an amount equal to the fo1lowing (the “Adjusted Balance of the
Purchase Price”) (A) $80,000,000 less (B) the sum of (1) the amount of any
dividends paid by Xxxxxxx & Borel Services to Mr. Xxxxxxx from and after
April 25, 2006, plus (2) the amount by which the audited net worth of Crochet
& Borel Services as of December 3l, 2005 set forth on the Final Statement of
Net Worth is less than $75,000,000 (such amount being the “Final Determination
Date Cash Consideration” and, collectively with the Non-Refundable Cash
Consideration and the Initial Closing Cash Consideration, the “Aggregate Cash
Consideration”).
As
we
have discussed, Xxxxxx contemplates entering into a Security Purchase Agreement,
Security Agreement and related documents (the “Transaction Documents”) by which
Xxxxxx will sell approximately twenty million dollars ($20,000,000) of
subordinated debentures to Gottbetter Capital Finance LLC and various other
buyers (“Debenture Buyers”).
The
Debenture Buyers have requested your signature below to indicate your agreement,
and the agreement of C&B, that the due date on the Seller Note, and the due
date on the payment of the Adjusted Balance of the Purchase Price, shall be
extended until the earlier to occur of either (a) ten (10) months from the
date
hereof or (b) such date as Charys has closed upon new equity or debt financing
of between $175,000.00 and $200,000.00.
1
Yours
truly,
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Charys
Holding Company, Inc.
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By:
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Xxxxx
Xxx, CEO
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Date:
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Read
and Agreed
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Crochet
& Borel Services, Inc.
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By:
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Xxxx
Xxxxxxx, CEO
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Date:
8-17-06
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By:
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Xxxx
Xxxxxxx, an individual
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Date:
8-17-06
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2
