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AMENDMENT NO. 1 TO
STOCK PURCHASE AND RECAPITALIZATION AGREEMENT
AMENDMENT NO. 1, dated March 9, 2000 (this "Amendment"), to the STOCK
PURCHASE AND RECAPITALIZATION AGREEMENT, dated as of February 8, 2000 (the
"AGREEMENT"), by and among PAXAR CORPORATION, a New York corporation ("PARENT"),
PAXAR CAPITAL CORPORATION, a New York corporation and a wholly- owned subsidiary
of Parent ("SELLER"), INTERNATIONAL IMAGING MATERIALS, INC., a Delaware
corporation and a wholly-owned subsidiary of Seller (the "COMPANY"), and CENTRE
CAPITAL INVESTORS III, L.P., a Delaware limited partnership, and related
partnerships listed on the signature page thereto (collectively, including such
related partnerships and funds and other entities and other assignees under
Section 12.09, "BUYER").
RECITALS
Certain of the parties hereto are parties to the Agreement.
The parties wish to provide in this Amendment for the allocation of
Purchased Shares among the purchasers of such Purchased Shares at the Closing,
as assignees of Buyer, and to give effect to the assignment of the rights to
purchase certain of the Purchased Shares, all as permitted by the Agreement.
The parties wish to provide for certain additional amendments to the
Agreement to address the effective date of certain provisions contained therein,
with the intent that the effective date of certain such provisions be February
29, 2000, notwithstanding the fact that the Closing occurs after such date.
All shares amounts set forth herein are adjusted to give effect to the
100 for 1 stock split of the Common Stock to occur prior to the Closing. Without
limiting the foregoing, the number of shares of Common Stock outstanding
immediately prior to the Closing shall be 10,000 shares, of which 2,500 shares
shall be "Redeemed Shares" under the Agreement and 7,500 shares shall be
retained by Seller after the Closing.
Certain capitalized terms used herein have the definitions set forth in
the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
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1. BUYERS OF THE PURCHASED SHARES.
The parties hereto agree that, at the Closing, the purchasers
of the Purchased Shares shall be as specified on Schedule I attached hereto,
which specifies the name and address of each purchaser (including the address
for notices under the Agreement), the number of shares to be acquired by each
such purchaser, and the amount to be paid by each such purchaser. Each such
purchaser shall be treated as a Buyer entitled to all the rights of, and subject
to the obligations of, the Buyer under the Agreement (provided that certain
management purchasers may also be parties to Employee Equity Participation
Agreements providing for certain additional terms and conditions associated with
the Purchased Shares being acquired by them). Each such Buyer hereby
specifically represents and warrants to the Company as set forth in Section 3.08
of the Agreement.
2. CERTAIN AMENDMENTS TO THE AGREEMENT
(a) Section 1.04 of the Agreement is amended to replace
certain references to the "Closing Date" and the "Closing" with references to
February 29, 2000 (the "Effective Date"). Section 1.04, as so amended, is hereby
amended and restated in its entirety as set forth below (changes in italics):
SECTION 1.04 Cash Redemption Payment Adjustment.
(a) Not more than thirty (30) days after the Closing
Date, the Company shall deliver to Seller and Buyer a written statement
(the "EFFECTIVE DATE STATEMENT") setting forth the Estimated Effective
Date Working Capital (as defined in Section 1.04(f)(ii)) of the Company
and its Subsidiaries at February 29, 2000 (the "EFFECTIVE DATE") prior
to giving effect to the Transactions, and setting forth in reasonable
detail the Company's calculation of such amounts, together with a
representation by the Chief Financial Officer of the Company that the
balance sheet of the Company upon which the Company's management relied
in preparing the Effective Date Statement was prepared in accordance
with GAAP using the same procedures and principles used in preparing
the 1999 Balance Sheet (as such term is defined in Section 2.07(b)). An
illustrative computation of Estimated Effective Date Working Capital,
utilizing hypothetical values, is attached hereto as Schedule 1.04(a).
(i) If the Estimated Effective Date Working
Capital is less than the Target Working Capital (as defined in
Section 1.04(f)(iii)), then Parent, within 3 business days
after receipt of the Effective Date Statement, shall pay to
the Company by wire transfer of immediately available funds an
amount equal to the difference between the Target Working
Capital and the Estimated Effective Date Working Capital.
(ii) If the Estimated Effective Date Working
Capital is greater than the Target Working Capital, then the
Company, within 3 days after receipt of the Effective Date
Statement, shall pay to Seller by wire transfer of immediately
available funds an amount equal to the difference between the
Target Working Capital and the Estimated Effective Date
Working Capital.
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Any payment under clause (i) or (ii) shall include interest on the
amount paid from the Closing Date to, but not including, the date of
payment, at the prime rate as published in The Wall Street Journal on
the Closing Date.
(b) Each of Seller, on the one hand, and Buyer, on
the other hand, and their respective representatives and agents shall
have sixty (60) days after the date of delivery of the Closing
Statement to review the Effective Date Statement. During such sixty
(60) day period, the Company shall provide to Seller and/or Buyer such
information as Seller and/or Buyer may reasonably request from the
Company in connection with Seller's and/or Buyer's review of the
Effective Date Statement. Prior to the end of such sixty (60) day
period, each of Buyer and Seller shall give to the other either written
notice accepting the Effective Date Statement, or written notice of its
disagreement with the Effective Date Statement (the "NOTICE OF
DISAGREEMENT"). Any Notice of Disagreement shall specify the nature of
any disagreement so asserted. If both parties give written notice
accepting the Effective Date Statement or if both parties fail to give
a Notice of Disagreement prior to the end of such sixty (60) day
period, the Effective Date Statement shall at such time become final,
binding and conclusive upon the parties and there shall be no further
adjustments under this Section 1.04.
(c) In the event Buyer or Seller gives a Notice of
Disagreement within the period set forth in Section 1.04(b), then, for
a period ending no later than the ninetieth (90th) day after the date
of delivery of the Closing Statement, Seller and Buyer shall seek in
good faith to resolve in writing any disagreements set forth in the
Notice of Disagreement. If during such period, Seller and Buyer agree
in writing upon all of the amounts to be set forth in an Effective Date
statement, such Effective Date statement as agreed upon shall be the
"FINAL EFFECTIVE DATE STATEMENT" and shall be final, binding and
conclusive upon the parties, and Section 1.04(e) shall apply.
(d) If Seller and Buyer are not able to resolve all
of the disagreements in respect of matters set forth in the Notice of
Disagreement during the period set forth in Section 1.04(c), then
within ten (10) days after the expiration of such period, Seller and
Buyer shall jointly select a nationally recognized, independent public
accounting firm (the "ARBITRATOR") and shall submit to the Arbitrator
the Effective Date Statement and the Notice of Disagreement for review
and evaluation. If Seller and Buyer cannot agree on the selection of
the independent public accounting firm to act as Arbitrator during such
ten (10) day period, they shall immediately jointly request the
American Arbitration Association to appoint such a firm and such
appointment shall be final, binding and conclusive on the parties.
Within thirty (30) days after the selection of the Arbitrator, the
Arbitrator shall make a written determination of only the matters set
forth in the Notice of Disagreement which are in dispute, which
determination shall (i) apply the provisions of Section 1.04(a) hereof
to such matters, (ii) be based solely on the presentations by Seller
and Buyer, and not by independent review, of those issues in dispute
and (iii) include the resulting computation of the Company's Effective
Date Working Capital. The fees and expenses of the Arbitrator incurred
in connection with services rendered pursuant to this Section 1.04
shall be borne equally by the Company and Seller. The Effective Date
statement as determined in accordance with the report of the Arbitrator
shall be the "FINAL EFFECTIVE DATE STATEMENT" and shall be final,
binding and conclusive upon the parties, and Section 1.04(e) shall
apply. Any award made pursuant to this Section 1.04 may be entered in
and enforced by any court of competent jurisdiction. Nothing herein
shall be construed to require the Arbitrator to follow the rules or
procedures of any arbitration association.
(e) If either Section 1.04(c) or Section 1.04(d) is
applicable, then within three (3) business days after the Final
Effective Date Statement is determined under Section 1.04(c) or
1.04(d), as applicable:
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(i) if the Effective Date Working Capital is less
than the Estimated Effective Date Working Capital, then Parent
shall pay to the Company, by wire transfer of immediately
available funds, an amount equal to such difference between
the Effective Date Working Capital and the Estimated Effective
Date Working Capital (the "OVERPAYMENT"), plus (B) interest
accrued on the Overpayment from the Effective Date to, but not
including, the date on which the amount of the Overpayment is
paid, at the prime rate as published in The Wall Street
Journal on the Closing Date, and
(ii) if the Effective Date Working Capital is greater
than the Estimated Effective Date Working Capital, then the
Company shall pay to Seller, by wire transfer of immediately
available funds, an amount equal to the difference between the
Effective Date Working Capital and the Estimated Effective
Date Working Capital (the "UNDERPAYMENT"), plus (B) interest
accrued on the Underpayment from the Effective Date to, but
not including, the date on which the amount of the
Underpayment is paid, at the prime rate as published in The
Wall Street Journal on the Effective Date.
All adjustments under this Section 1.04(e),
together with adjustments under Section 1.04(a), shall be treated as adjustments
to the Initial Cash Redemption Payment payable hereunder.
(f) Certain Definitions.
(i) "Effective Date Working Capital" means the
difference, as of the Effective Date, between (a) the sum of
the cash, accounts receivable, inventory, deferred income
Taxes and other prepaid expenses of the Company (in each case
in this clause (a), so long as each is a current asset) less
(b) the accounts payable, accrued expenses and other current
liabilities of the Company, in each case, determined in
accordance with GAAP, and in a manner consistent with the
preparation of the 1999 Balance Sheet (including the
procedures and principles used in preparing the 1999 Balance
Sheet).
(ii) "Estimated Effective Date Working Capital" means
the Effective Date Working Capital, as set forth on the
Effective Date Statement delivered pursuant to Section
1.04(a).
(iii) "Target Working Capital" means $21,000,000,
provided, however, that if, at or prior to the Effective Date,
insurance in respect of W/C Matters (as defined in Section
9.08) is obtained as contemplated by Section 9.08, then Target
Working Capital means $21,000,000 plus the W/C Reserve (as
defined in Section 9.08).
(g) For purposes of calculating the Estimated
Effective Date Working Capital and the Effective Date Working Capital,
all advances made by Parent or its Subsidiaries to the Company on or
before the Effective Date and treated as liabilities of the Company
shall be converted to and treated as capital of the Company. All
advances made by Parent or its Subsidiaries to the Company after the
Effective Date and on or before the Closing Date shall be treated as
loans and shall credited to Parent for purposes of determining the
amount of any payment due under Section 1.04(a).
(b) ARTICLE IV of the Agreement is hereby amended by the addition of
new Section 4.03, as follows:
"SECTION 4.03 Conduct of Business by the Company Between
Effective Date and Pending the Closing. In addition to the agreements
in Section 4.01, each of Parent, Seller and the Company covenants and
agrees that, during the period from the Effective Date and continuing
until the earlier of the termination of this Agreement or the Closing
Date, unless Buyer shall otherwise agree in writing and except as set
forth in Section 4.01 of the Seller Disclosure Schedule or as
contemplated by this
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Agreement, neither the Company nor any of its Subsidiaries shall,
directly or indirectly do, or propose to do, any of the following
without the prior written consent of Buyer:
(a) declare, set aside, make or pay any dividend or
other distribution (whether in cash, stock or property or any
combination thereof) in respect of any of its capital stock;
(b) sell, pledge, dispose of or encumber any assets
of the Company or any of its Subsidiaries (except for sales of assets
in the ordinary course of business);
(c) (i) incur, guarantee or assume any Funded Debt or
other indebtedness not currently outstanding; (ii) assume, guarantee or
endorse or otherwise as an accommodation become responsible for the
obligations of any person (other than the Company or any of its
wholly-owned Subsidiaries and other than any such items as existed on
the Effective Date); (iii) make any loans or advances to any person
(other than the Company or any of its Subsidiaries); or (iv) enter into
or amend any contract, agreement, commitment or arrangement to effect
any of the matters prohibited by this Section 4.03(c);
(d) increase the compensation payable or to become
payable to its officers or employees; or
(e) take, or agree in writing or otherwise to take,
any of the actions described in Sections 4.03(a) through (d) above.
(c) Section 6.06 is hereby amended and restated to
read in its entirety as follows (changes in italics):
"SECTION 6.06 Agreements and Covenants. Each of Parent, Seller
and the Company shall have performed or complied in all material
respects (except Section 4.03, which shall be complied with in all
respects) with all agreements and covenants required by this Agreement
to be performed or complied with by it at or prior to the Closing Date,
and Buyer shall have received a certificate to such effect signed by
the Chief Executive Officer(s) and the Chief Financial Officer(s) of
Parent, Seller and the Company (each acting in their capacity as such
officer, and not individually)."
(d) Section 6.23 is hereby amended and restated to
read in its entirety as follows (changes in italics):
"SECTION 6.23 Debt at Closing. At Closing, the Company and its
Subsidiaries shall have no obligations for indebtedness of any type
(whether current portion or long term), including guarantees of
indebtedness, other than (i) the indebtedness (both current portion and
long-term) of approximately $180,000 payable to Fleet Bank (it being
agreed that this Section 6.23 does not apply to mere accounts payable
or similar current liabilities not related to borrowed money), (ii) the
Company's obligations, if any, under the letter of credit dated
February 17, 1998 with respect to W/C Matters issued by Fleet Bank
(XX0000000), as amended by amendment dated March 1, 2000 (as so
amended, the "Existing Letter of Credit") and (iii) advances from
Parent or its Subsidiaries made after the Effective Date and on or
before the Closing Date as contemplated by Section 1.04(g)."
(e) Section 7.14 is hereby deleted.
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(f) Section 9.06 is hereby amended and restated in
its entirety as follows (changes in italics):
SECTION 9.06 Tax Matters.
(a) Any tax sharing agreement between Parent, Seller and any
of the Company and its Subsidiaries will be terminated as of the
Closing Date and will have no further effect for any taxable year
(whether the current year, a future year, or a past year), except for
Parent or Seller's obligation to pay to the Company or its Subsidiaries
any amounts payable thereunder, which shall not terminate.
Notwithstanding the preceding, in the event the Closing occurs, no
payment shall be made pursuant to any such tax sharing agreement with
respect to Taxes attributable to the period from the Effective Date
through the Closing Date, with such attributable Taxes being determined
in accordance with the apportionment provisions of Section 9.06(c) (but
with the Effective Date being substituted for the Closing Date and with
such attributable Taxes being determined as though the Company and its
subsidiaries were not affiliates with Parent or Seller).
(b) Parent and Seller, jointly and severally, agree to
indemnify Buyer from and against the entirety of any Indemnified
Liabilities Buyer may suffer resulting from, arising out of, relating
to, in the nature of, or caused by any Liability of any of the Company
and its Subsidiaries for Taxes of any Person other than any of the
Company and its Subsidiaries (i) under Treasury Regulation
Section 1.1502-6 (or any similar provision of state, local or foreign
law), (ii) as a transferee or successor, (iii) by contract, or (iv)
otherwise.
(c) Parent will include the income of the Company and its
Subsidiaries (including any income triggered into income by Treasury
Regulation Section 1.1502-13 and Treasury Regulation Section 1.1502-14
and any excess loss accounts taken into income under Treasury
Regulation Section 1.1502-19) on Parent's consolidated federal income
Tax Returns for all periods through the Closing Date and pay any
federal income Taxes attributable to such income. The Company and its
Subsidiaries will furnish Tax information to Parent for inclusion in
Parent's consolidated federal income Tax Return for the period which
includes the Closing Date in accordance with the Company's past custom
and practice. Parent will allow Buyer an opportunity to review and
comment upon such Tax Returns (including any amended returns) to the
extent that they relate to the Company and its Subsidiaries. Parent
will take no position on such Tax Returns that relate to the Company
and its Subsidiaries that would adversely affect the Company and its
Subsidiaries after the Closing Date. The income of the Company and its
Subsidiaries will be apportioned to the period up to and including the
Closing Date and the period after the Closing Date by closing the books
of the Company and its Subsidiaries as of the end of the Closing Date
in accordance with Treasury Regulation Section 1.1502-76(b)(2)(i).
Taxes imposed on the basis of revenue, sales, receipts, profits, gains
or the like will be apportioned in a manner consistent with the
preceding sentence. Taxes other than Taxes that are described in the
two preceding sentences and payable for a taxable period that includes,
but does not end on, the Closing Date shall be allocated between the
portion of such period ending on the Closing Date and the portion of
such period beginning on the day following the Closing Date on the
basis of the number of days in each such portion as compared to the
number of days in the entire taxable period. Notwithstanding the
preceding, in the event the Closing occurs, the Company and its
Subsidiaries shall reimburse Parent and Seller for all Taxes borne by
Parent or Seller and attributable to the period from the Effective Date
through the Closing Date (except for Taxes arising as a result of the
consummation of the transactions contemplated hereby), which
attributable Taxes shall be determined in accordance with the
apportionment provisions set forth in the preceding paragraph (but with
the Effective Date being substituted for the Closing Date and with the
Taxes attributable to such period being determined as though the
Company and its Subsidiaries were not affiliated with Parent or
Seller). Such reimbursement shall be made within five business days
following delivery by Seller of a certificate setting
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forth in reasonable detail the amount of attributable Taxes (which
certificate shall be delivered together with the Tax Return covering
such period), unless the Company disputes the amount asserted to be the
attributable Taxes, in which event such reimbursement shall be made
within five business days following resolution of the amount of
attributable Taxes by a mutually agreeable independent accountant,
whose fees and costs shall be borne by the party whose position differs
by the largest dollar amount from the final determination of such
accountant.
(d) Parent will allow the Company and its counsel to
participate in any audits of Parent's consolidated federal income Tax
Returns to the extent that such returns relate to the Company and its
Subsidiaries. Parent will not settle any such audit in a manner which
would adversely affect the Company and its Subsidiaries after the
Closing Date without the prior written consent of Buyer, which consent
shall not unreasonably be withheld.
(e) Parent will immediately pay to the Company any Tax refund
(or reduction in Tax liability) resulting from a loss or other Tax
attribute of the Company or any Subsidiary during the period from the
Effective Date through the Closing Date (determined in accordance with
the provisions of the second paragraph of Section 9.06(c)) or from a
carryback of a postacquisition Tax attribute of any of the Company and
its Subsidiaries into the Parent consolidated Tax Return (such
attribute being utilized, in the case of a carryover of an attribute of
the Company or its Subsidiaries to a year in which attributes of Parent
or its Subsidiaries are also carried, in accordance with the provisions
of the Code or other applicable law, or, if there is no such provision,
pro rata in accordance with the respective amounts of comparable
attributes), when such refund or reduction is realized by the Parent
group. Parent will cooperate with the Company and its Subsidiaries in
obtaining such refunds (or reduction in Tax liability), including
through the filing of amended Tax Returns or refund claims. The Company
agrees to indemnify Parent for any Taxes resulting from the
disallowance of such Tax attribute on audit or otherwise.
(f) Parent will not elect to retain any net operating loss
carryovers or capital loss carryovers of the Company and its
Subsidiaries under Treasury Regulations Section 1.1502-20(g).
(g) Sections 9.08(b), (d) and (f) are hereby amended and
restated in their entirety as follows (changes in italics):
"(b) If the insurance described in Section 9.08(a) is
obtained on or prior to the Effective Date, then the costs thereof
shall be borne in accordance with Section 9.08(c), and, as contemplated
by Section 1.04(f)(iii), Target Working Capital shall be adjusted. If
the insurance described in Section 9.08(a) is not obtained on or prior
to the Effective Date or is never obtained, then Section 9.08(c) shall
still apply, but there shall be no adjustment to Target Working
Capital."
* * *
"(d) For purposes hereof, the term "W/C RESERVE"
means the reserve in respect of the W/C Matters, as of the Effective
Date."
* * *
"(f) Parent and Seller agree to use their best
efforts to have any letter of credit required by any Governmental
Authority in respect of W/C Matters under which the Company is the
account party (including the Existing Letter of Credit) reissued naming
Parent or Seller, and not the Company, as the account party as soon as
practicable. Parent, Seller, the Company and Buyer agree to
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mutually cooperate to use reasonable efforts to reduce the amount of,
or eliminate the requirement for, any letter of credit required by any
Governmental Authority in respect of W/C Matters. In this connection,
if such a letter of credit is required by a Governmental Authority to
be maintained from and after the Closing, then the parties agree that
(i) if the Company is named the account party under such letter of
credit, Parent and Seller shall use their best efforts to have such
letter of credit reissued naming Parent or Seller as the account party
as soon as practicable; (ii) regardless of which party continues to
maintain such letter of credit, Parent shall be responsible for the
annual carrying cost thereof and the Company shall reimburse Parent for
such annual carrying cost in a proportion equal to (x) the amount of
W/C Liabilities required to be borne by the Company under Sections
9.08(a) - (e) divided by (y) the amount of the letter of credit; or
(iii) the Company, on the one hand, and Parent, on the other hand, may
maintain, at their own expense, separate letters of credit in an
aggregate amount equal to the amount required by the Governmental
Authority to be maintained, with the Company's maximum letter of credit
obligation at any time being equal to the amount of W/C Liabilities
still required to be borne by the Company under Sections 9.08(a) -
(e)."
3. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York (other than any conflicts of
law rules which might result in the application of the laws of any other
jurisdiction).
4. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
5. Agreement. Except as amended hereby, the Agreement is ratified,
confirmed and in full force and effect.
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[SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK
RECAPITALIZATION AGREEMENT]
IN WITNESS WHEREOF, Buyer, Parent, Seller and the Company have
caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.
PARENT:
PAXAR CORPORATION
By: /s/ Xxxx Xxxxx
-----------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
SELLER:
PAXAR CAPITAL CORPORATION
By: /s/ Xxxx Xxxxx
-----------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
THE COMPANY:
INTERNATIONAL IMAGING MATERIALS, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
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[SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK
RECAPITALIZATION AGREEMENT]
BUYER:
CENTRE CAPITAL INVESTORS III, L.P.
CENTRE CAPITAL INDIVIDUAL INVESTORS III, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS III, L.P.
CENTRE CAPITAL TAX-EXEMPT INVESTORS III, L.P.
By: Centre Partners III, L.P.,
as general partner of such partnerships
By: Centre Partners Management LLC,
attorney-in-fact
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
CENTRE PARTNERS COINVESTMENT III, L.P.
By: Centre Partners III LLC
as general partner
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
/s/ Xxxxx X. Stamp
-------------------------------------
Name: Xxxxx X. Stamp
S-2
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[SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK
RECAPITALIZATION AGREEMENT]
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
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[SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK
RECAPITALIZATION AGREEMENT]
ALBION ALLIANCE LLC
By: _____________________________
Name:
Title:
SQUAM LAKE INVESTORS IV, L.P.
By: GPI, Inc.
as general partner
By: /s/ Xxxx X. Xxxxxx
_____________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
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[SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK
RECAPITALIZATION AGREEMENT]
ALLIANCE MEZZANINE FUND, L.P.
By: Albion Alliance LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
ALBION ALLIANCE MEZZANINE FUND, II, L.P.
By: AA MEZZ II GP, LLC, its General Partner
By: Albion Alliance LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
