Victoria & Eagle Strategic Fund, Ltd. P.O. Box 1984 G.T., Elizabethan Square Grand Cayman, Cayman Islands British West Indies December 19, 2003
Exhibit 99.18
Victoria & Eagle Strategic Fund, Ltd.
P.O. Box 1984 G.T., Elizabethan Square
Grand Cayman, Cayman Islands
British West Indies
December 19, 2003
Board of Directors
American Building Control, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Re: Standstill Agreement
Gentlemen:
This letter sets forth our agreement with respect to certain matters arising out of and related to the Series A 12% Cumulative Convertible Preferred Stock (the "Preferred Stock") of American Building Control, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings specified in Paragraph 4(H) of the Company's Certificate of Incorporation.
In consideration of the mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
(i) From and after the date hereof and until June 18, 2005 (such period, the "Standstill Period"), Victoria & Eagle Strategic Fund, Ltd. ("V&ESF") shall not sell, transfer, assign or otherwise dispose of (collectively, "Transfer") any shares of the Preferred Stock, except for Transfers to V&ESF's affiliates that agree to be bound hereby.
(ii) Notwithstanding anything to the contrary contained in Paragraph 4(H)(3) of the Company's Certificate of Incorporation, during the Standstill Period, the Company shall not redeem or otherwise acquire any shares of the Preferred Stock.
(iii) Notwithstanding anything to the contrary contained in Paragraph 4(H)(1) of the Company's Certificate of Incorporation, during the Standstill Period, V&ESF shall waive irrevocably (with no cumulative catch-up), for all purposes, the payment of any dividend in excess of one-year LIBOR plus 200 bp per annum.
(iv) The parties shall execute such additional documents, instruments and agreements and take such further action as may be necessary, required or appropriate to effectuate or carry out the purpose and intent of the foregoing.
If the foregoing sets forth your understanding with respect to this matter, please acknowledge your acceptance of and agreement with the foregoing by executing a counterpart of this letter in the space provided below.
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Very truly yours, |
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By: /s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
ACCEPTED AND AGREED:
AMERICAN BUILDING CONTROL, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
