Exhibit 10.24
AGREEMENT
AGREEMENT (the "Agreement") dated as of October 23, 2000 by and among
XXXXXX X. XXXXXX, INC., a Massachusetts corporation ("ADL"), XXXXXX X.
XXXXXX INTERNATIONAL, INC., a Massachusetts corporation ("ADLI," and together
with ADL, the "Assignors"), C-QUENTIAL HOLDINGS, INC., a Delaware corporation
("CQHI"), and C-QUENTIAL, Inc., a Delaware corporation and wholly-owned
subsidiary of ADLI ("CQI" or "Assignee").
WHEREAS, ADL and CQI have entered into a certain Reorganization Agreement
dated as of August 25, 2000 (the "Reorganization Agreement"), pursuant to which
ADL and its subsidiaries assigned, transferred and delivered to CQI and its
subsidiaries certain assets, and CQI and its subsidiaries assumed from ADL and
its subsidiaries certain liabilities;
WHEREAS, the Assignors, Citibank, N.A. and the other Lenders identified
therein entered into an Amended and Restated Credit Agreement dated as of April
25, 2000 (as amended, modified and supplemented from time to time, the "Credit
Agreement"), and ADL and the Noteholders identified therein entered into an
Amended and Restated Note Purchase Agreement dated as of April 25, 2000 (as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement," and together with the Credit Agreement, the "Debt Agreements");
WHEREAS, the Assignors have indebtedness outstanding and owing to the
Lenders pursuant to the Credit Agreement (the "Lender Debt") and the Assignors
have indebtedness outstanding and owing to the Noteholders pursuant tot he Note
Purchase Agreement (the "Noteholder Debt" and, together with the Lender Debt,
the "Debt Obligations");
WHEREAS, the Debt Obligations are guaranteed by CQI, which guarantees will
be released upon consummation of CQI's initial public offering (the "IPO") of
its Class A common stock, par value $.01 per share ("Common Stock"); and
WHEREAS, the Assignors desire to assign certain of the Debt Obligations CQI
desires to assume the same as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Effective upon the closing of the IPO (the "IPO Closing"), without any
action required of any party hereto, Assignors assign to Assignee, and Assignee
assumes from Assignors, an amount of the Debt Obligations equal to the
difference between the excess, if any, of (A) the gross proceeds from the sale
of shares of Common Stock in the IPO over (B) $55,000,000 (such amount, the
"Assumed Debt"), to have and to hold the same unto Assignee and its successors
and assigns from and after the IPO Closing. Assignee shall pay the Assumed Debt,
if any, in full upon the IPO Closing. The Lender Debt to be assumed and repaid
will be an amount equal to 45.3125% of the Assumed Debt and the Noteholder Debt
to be assumed will be an amount equal to 54.6875% of the Assumed Debt. For
purposes of illustration only, based on an initial public offering price of
$8.00 per share and the sale of 7,250,000 shares of Common Stock in the IPO, the
amount of the Assumed Debt would be $3,000,000 (7,250,000 shares of Common Stock
X $8.00 per share = gross proceeds of $58,000,000, less $55,000,000 equals
$3,000,000), with the Lender Debt representing $1.36 million of the Assumed Debt
and the Noteholder Debt representing $1.64 million of the Assumed Debt.
2. CQI agrees with the Assignors that, from the date of the IPO Closing
through the earlier of (i) June 1, 2001 and (ii) the date on which either the
entirety of the Debt Obligations have been paid in full or the Assignors are
otherwise no longer bound by such covenants, it will not take any action, and
shall cause its subsidiaries not to take any action, which would cause a breach
of any of the covenants contained in the Debt Agreements.
3. The laws of the Commonwealth of Massachusetts shall govern the validity
and interpretation of this Agreement and the performance by the parties hereto
of their respective duties and obligations hereunder.
4. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement.
5. This Agreement shall not enlarge any rights of third parties under the
Debt Agreements.
6. All capitalized terms used herein and not defined shall have the
meanings given to them in the Reorganization Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Assignment and Assumption Agreement effective as of the date first written
above.
ASSIGNORS:
XXXXXX X. XXXXXX, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
XXXXXX X. XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
ASSIGNEE:
C-QUENTIAL, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
C-QUENTIAL HOLDINGS, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
