JOINDER AND AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
EXECUTION VERSION
Exhibit 99.1
JOINDER AND AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1, dated as of June 15, 2007 (this “Amendment”), to the STOCK PURCHASE AGREEMENT dated as of the 28th day of April, 2007 (as previously amended, the “Purchase Agreement”) by and among RGCH Holdings LLC, a Delaware limited liability company (the “Seller”), RGCH Holdings Corp., a Delaware corporation (the “Company”), and RG Tube Holdings LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.
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1.
(a)
to the extent the Purchase Agreement confers any right of consent, waiver or otherwise confers any discretion or power on the Seller, the Seller alone may exercise such right, power or discretion on its own behalf and on behalf of the Management Equityholders and Holdings II and shall make and accept all deliveries and notifications under the Purchase Agreement by and on behalf of itself and the Management Equityholders and Holdings II;
(b)
to the extent the Seller has any obligations to make payments on or after the Closing, which may include the payment of any fees, expenses or reimbursement in connection with the consummation of the transactions contemplated hereby, such obligations shall be satisfied solely by the Seller;
(c)
for purposes of allocating the payment of the Purchase Price payable at Closing between the Seller and the Management Equityholders, the payments shall be allocated as provided in Section 2 of this Amendment;
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(d)
for purposes of allocating the payment of the Purchase Price payable after Closing or any other payment due to the Seller after the Closing under the Purchase Agreement, such payment shall be made in cash solely to the Seller in full satisfaction of Buyer’s obligations to make such payments under the Purchase Agreement and the Seller shall distribute such payment to its members in accordance with the Amended and Restated Operating Agreement of Seller, as amended, provided that such distributions, if any, by Seller shall be paid as if the Redemption had not occurred;
(e)
with respect to any right, benefit or obligation that is clearly applicable only to the Seller, Holdings II or the Management Equityholders, including, without limitation, the execution of the Assignment & Assumption Agreement in accordance with Section 1.02(b)(v) of the Purchase Agreement (which, by way of example, need only be executed by the Seller), such right, benefit or obligation shall only apply to the Seller, Holdings II or the Management Equityholders, as applicable.
2.
Amendment to Section 1.02(b) of the Purchase Agreement. Section 1.02(b) of the Purchase Agreement is hereby amended by replacing Section 1.02(b)(ii) with the following:
“(ii)
the Buyer shall deliver to the Seller the amount of the Purchase Price less the Rollover Amount by wire transfer of immediately available funds to the accounts designated by the Seller prior to the Closing Date;”
3.
Amendment to Article X Definitions. Article X of the Agreement is hereby amended to include the following definition in the appropriate alphabetical order:
“Rollover Amount” means the aggregate amount of all the values listed on Schedule 1 hereto.
4.
Effect of Amendment. This Amendment shall become effective, and shall be deemed to be effective as of the date hereof. Except as otherwise expressly modified herein, the Purchase Agreement shall remain unchanged and is in full force and effect. All references in the Purchase Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Purchase Agreement shall mean the Purchase Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Purchase Agreement, as amended hereby, shall in all instances remain as of April 28, 2007, and references to “the date hereof” and “the date of the Agreement” shall continue to refer to April 28, 2007.
5.
Counterparts; Execution. This Amendment may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Amendment. This Amendment shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.
6.
Headings. The headings contained in this Amendment are intended solely for convenience and shall not affect the rights of the parties to this Amendment.
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7.
Governing Law. This Amendment and all claims relating to this Amendment shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principals of conflict of laws thereof.
Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any court of competent jurisdiction, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated thereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| BUYER: |
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| RG TUBE HOLDINGS LLC |
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| By: /s/ Xxxxxx X. Xxxxxxx |
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| Its: President |
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| COMPANY: |
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| RGCH HOLDINGS CORP. |
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| By: /s/ Xxxxxx X. Xxxxxx |
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| Its: Chief Executive Officer |
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| SELLER: |
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| RGCH HOLDINGS LLC |
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| By: /s/ Xxxxxxx X. Xxxxxxxxx |
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| Its: President |
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| MANAGEMENT EQUITYHOLDERS: |
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| XXXXXX X. XXXXXX |
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| /s/ Xxxxxx X. Xxxxxx |
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| XXXXX XXXX |
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| /s/ Xxxxx Xxxx |
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| XXXXX XXXXXXXX |
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| /s/ Xxxxx Xxxxxxxx |
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| XXXXXX XXXXXXXXX |
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| /s/ Xxxxxx Xxxxxxxxx |
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| XXXX XXXX |
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| /s/ Xxxx Xxxx |
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| XXXXXXX XXXX |
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| /s/ Xxxxxxx Xxxx |
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| XXXXXXX XXXXXXX |
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| /s/ Xxxxxxx Xxxxxxx |
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| XXXXX X’XXXXXXX |
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| /s/ Xxxxx X’Xxxxxxx |
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| XXXXXXX X. XXXXXXX |
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| /s/ Xxxxxxx X. Xxxxxxx |
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| XXXXX XXXXXX |
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| /s/ Xxxxx Xxxxxx |
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| XXXX XXXXXX |
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| /s/ Xxxx Xxxxxx |
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| XXXX XXXXX |
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| /s/ Xxxx Xxxxx |
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| XXXX XXXXXXX |
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| /s/ Xxxx XxXxxxx |
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| XXXXX XXXXXXX |
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| /s/ Xxxxx Xxxxxxx |
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| RGCH HOLDINGS II LLC |
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| By: /s/ Xxxxxx X. Xxxxxx |
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| Its: Chief Executive Officer |
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Schedule 1
Rollover Amount
Member | Amount | |
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Xxxxxx X. Xxxxxx | $1,000,000 | |
Xxxxx Xxxx | $200,000 | |
Xxxxx Xxxxxxxx | $240,000 | |
Xxxxxx Xxxxxxxxx | $158,000 | |
Xxxx Xxxx | $342,000 | |
Xxxxxxx Xxxx | $300,000 | |
Xxxxx X'Xxxxxxx | $1,170,000 | |
Xxxxxxx Xxxxxxx | $150,000 | |
Xxxxxxx Xxxxxxx | $50,000 | |
Xxxxx Xxxxxx | $25,699.65 | |
Xxxx Xxxxxx | $25,699.65 | |
Xxxx Xxxxx | $38,549.47 | |
Xxxx XxXxxxx | $300,000 | |
Xxxxx Xxxxxxx | $25,000 | |
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Total | $4,024,948.77 | |
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