EXHIBIT 10.32
JOINDER AND FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
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This JOINDER AND FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this
"Joinder and Amendment") is made this 24/th/ day of November, 1999, by and among
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ZEFER Corp., a Delaware corporation (the "Company"), GTCR Fund VI, L.P., a
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Delaware limited partnership ("GTCR"), and GTCR Capital Partners, L.P., a
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Delaware limited partnership ("GTCR Capital"). Any capitalized term used in this
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Joinder and Amendment which is not otherwise defined herein shall have the
meaning assigned to such term in the Stockholders Agreement (as defined below).
WHEREAS, the Company and GTCR are parties to that certain Stockholders
Agreement, dated as of March 23, 1999 (as amended and modified from time to
time), by and among the Company, GTCR and certain other stockholders of the
Company (the "Stockholders Agreement");
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WHEREAS, the Company and GTCR Capital are parties to that certain Loan
Agreement, dated as of the date hereof (the "Loan Agreement"), pursuant to which
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GTCR Capital will make certain Loans (as defined in the Loan Agreement) to the
Company;
WHEREAS, in connection with the execution of the Loan Agreement, the
Company and GTCR Capital entered into a Warrant Agreement of even date herewith
(the "Warrant Agreement") pursuant to which the Company will issue to GTCR
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Capital, on the date hereof and from time to time hereafter, warrants
representing the right to purchase shares of capital stock of the Company
(collectively, the "Warrants"); and
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WHEREAS, the execution and delivery of this Joinder and Amendment is a
condition to the consummation of the transactions contemplated by the Loan
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, GTCR and GTCR Capital
agree as follows:
ARTICLE I - JOINDER TO STOCKHOLDERS AGREEMENT
1. GTCR Capital hereby acknowledges that it has read a copy of the
Stockholders Agreement.
2. The Company and GTCR Capital hereby agree that (i) GTCR Capital's
signature below shall constitute an executed counterpart signature
page to the Stockholders Agreement, (ii) GTCR Capital shall succeed to
all of the rights and obligations of a "Stockholder" under the
Stockholders Agreement as contemplated by Section 9 thereof, and (iii)
all shares of any class or series of capital stock of the Company
issued or issuable upon exercise of the Warrants shall constitute
"Stockholder Shares" under the Stockholders Agreement.
3. As required by Section 9 of the Stockholders Agreement, the Company
and GTCR hereby consent to this Joinder and Amendment.
ARTICLE II - FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
1. Subsection (A) of Section 1(a)(ii) of the Stockholders Agreement shall
be amended and restated to read as follows:
until the later to occur of (i) such time as GTCR Capital
Partners, L.P. ("GTCR Capital") no longer holds any capital stock
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(or securities exercisable or convertible into capital stock) of
the Company and (ii) such time as no Loan Obligation (as defined
in Section 12 of the Loan Agreement) is outstanding, one
representative designated by GTCR and one representative
designated by GTCR Capital; and thereafter, two representatives
designated by GTCR (collectively, and regardless of whether
designated by GTCR or GTCR Capital, the "Investor Directors").
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2. Section 7 of the Stockholders Agreement shall be amended by inserting
into such Section the following definition of "Loan Agreement":
"Loan Agreement" means that certain Loan Agreement, dated as
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of November ___, 1999, between ZEFER Corp., a Delaware corporation, as
the Borrower, and GTCR Capital Partners, L.P., a Delaware limited
partnership, as the Lender.
3. As required by Section 10 of the Stockholders Agreement, the Company
and GTCR hereby consent to this Joinder and Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder and
Amendment to be executed on the day and year first above written.
ZEFER CORP.
By: /s/ Xxxxxxx Xxxxxx
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Its:
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GTCR FUND VI, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, LLC
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Its: Principal
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Its: Principal
SIGNATURE PAGE TO
JOINDER AND FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
