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EXHIBIT 10.41
AGREEMENT
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THIS AGREEMENT dated as of April 15, 1999, among WATERLINK, INC., a
Delaware corporation ("Waterlink") and each of the holders (collectively, the
"Holders") of warrants issued pursuant to that certain Warrant Agreement (the
"Warrant Agreement") dated as of March 6, 1997.
RECITALS:
The Holders hold, in the aggregate, Warrants (the "Outstanding
Warrants") to purchase 62,500 shares of Common Stock. Pursuant to the Warrant
Agreement, upon certain events, adjustments to the number of shares of Warrant
Stock and the Warrant Price are to be made. In connection with a restructuring
of debt and equity held by a certain employee of Waterlink pursuant to an
acquisition, the parties hereto began discussions concerning the appropriate
adjustment to the outstanding warrants under the Warrant Agreement as a result
of said restructuring.
On April 15, 1999, the parties hereto agreed to the appropriate
adjustment, which agreement is documented hereby. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Warrant
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual promises contained
herein, the parties agree as follows:
1. In lieu of any change to the Warrant Price of the Outstanding
Warrants and in lieu of any issuance of additional Warrants at the unadjusted
Warrant Price, the parties hereto agree that Waterlink shall issue to the
Holders such number of Warrants as indicated below (the "New Warrants"), which
New Warrants will have a Warrant Price equal to $3.75 (the closing price of a
share of the Common Stock on April 15, 1999):
Outstanding New
Holder Warrants Warrants
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Xxxxxxxx Capital Corp. 26,250 27,300
River Cities Capital Fund Limited Partnership 11,250 11,700
Environmental Opportunities Fund L.P. 22,242 23,100
Environmental Opportunities Fund (Caymen), L.P. 2,758 2,900
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2. The Holders acknowledge and agree that the issuance of the New
Warrants referred to in paragraph 1 above is in full satisfaction of all
obligations of Waterlink to make any adjustment to the Outstanding Warrants or
the Warrant Price pursuant to the Warrant Agreement through the date hereof with
respect to the transactions referred to in the above recitals. The parties
hereto acknowledge and agree that the Warrant Price of the Outstanding Warrants
remains $4.50. The parties hereto further agree that from and after the date
hereof, any calculation pursuant to Section 10 of the Warrant Agreement shall
assume (i) that the number of Warrants outstanding shall be such of the
Outstanding Warrants then outstanding and (ii) the Warrant Price shall be
$2.4375. If any adjustment to the number of Warrants or the Warrant Price shall
hereafter be required pursuant to the Warrant Agreement, Waterlink shall make
the appropriate adjustment to the Warrants then outstanding or their respective
Warrant Price based upon the provisions of Section 10 of the Warrant Agreement,
as modified by this Agreement.
3. Each of the Holders represents and warrants that it has not made
any assignment or other transfer of the Warrants or any right or interest
therein.
4. This Agreement may be executed in multiple, identical counterparts,
all of which when taken together shall constitute a single document.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written. Waterlink, Inc.
By: /s/Xxxxxxx X. Xxxxxxxx
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Chief Financial Officer
Environmental Opportunities Fund, L.P. Environmental Opportunities Fund
(Caymen), L.P.
By: Environmental Opportunities By: Environmental Opportunities
Management Co., LLC, its General Partner Management Co., LLC, its
General Partner
By: /s/Xxxxx X. XxXxxxx By: /s/Xxxxx X. XxXxxxx
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Xxxxxxxx Capital Corp. River Cities Capital Fund Limited
Partnership
By: /s/Xxxxxx X. Xxxxxx By: RC Management Limited Partnership,
---------------------- its General Partner
By: Xxxxxx, Inc., its General Partner
By: /s/Xxxxx X. Xxxxxxxx, President
