Joinder Agreement

EX-10.3 18 c86044exv10w3.txt JOINDER AGREEMENT Exhibit 10.3 JOINDER AGREEMENT This Joinder Agreement (this "Agreement") is by and between VI ACQUISITION CORP., a Delaware corporation (the "Company") and ANTHONY CARROLL ("Carroll"). RECITALS A. Pursuant to the terms of a Management Agreement between the Company and Carroll dated of even date herewith (the "Management Agreement"), Carroll is acquiring from the Company 14,295 shares of the Company's Class A Common Stock, par value $0.0001 per share ("Common Stock"). B. The Company requires execution of this Joinder Agreement as a condition to the sale of the shares under the Management Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties agree as follows: 1. Registration Rights Agreement a. Carroll is hereby made a party to the Registration Rights Agreement dated as of June 13, 2003 by and among the Company and the other parties thereto (the "Registration Rights Agreement") in the capacity of an "Executive" (as such term is defined in the Registration Rights Agreement), and Carroll hereby agrees to be bound by all of the terms and conditions set forth in the Registration Rights Agreement applicable to Carroll as an Executive, as to all shares purchased under the Management Agreement. b. Carroll shall execute a signature page to the Registration Rights Agreement in the form attached hereto as Schedule 1.b., which signature page shall be attached to and made a part of the Registration Rights Agreement. c. The Schedule of Security Holders to the Registration Rights Agreement shall hereby be replaced with Schedule 1.c attached hereto. 2. Stockholders Agreement a. Carroll is hereby made a party to the Stockholders Agreement dated as of June 13, 2003 by and among the Company and the other parties thereto (the "Stockholders Agreement") in the capacity of an "Executive" and a "Stockholder" (as such terms are defined in the Stockholders Agreement), and Carroll hereby agrees to be bound by all of the terms and conditions set forth in the Stockholders Agreement applicable to him as an Executive and a Stockholder, as to all shares purchased under the Management Agreement. b. Carroll shall execute a signature page to the Stockholders Agreement in the form attached hereto as Schedule 2, which signature page shall be attached to and made a part of the Stockholders Agreement. 3. The Agreement is binding upon the parties hereto and their permitted successors and assigns. 4. This Agreement may be executed in one or more counterparts, and by facsimile signature, each of which shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 20th day of February, 2004. COMPANY: VI ACQUISITION CORP. By: /s/ Michael J. Solot /s/ Anthony Carroll -------------------------------- --------------------------- Michael J. Solot, President Anthony Carroll 2 SCHEDULE 1.B. /s/ Anthony Carroll --------------------------------- ANTHONY CARROLL VI Acquisition Corp. Registration Rights Agreement Joinder Signature Page SCHEDULE 1.C SCHEDULE OF SECURITY HOLDERS WIND POINT PARTNERS IV, L.P. WIND POINT PARTNERS V, L.P. WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P. WIND POINT ASSOCIATES IV, LLC 676 N. Michigan Avenue, Suite 3700 Chicago, IL 60611 Fax: (312) 255-4820 Tel.: (312) 255-4800 Attn.: Michael J. Solot With a copy to: Sachnoff & Weaver, Ltd. 30 S. Wacker Drive, 29th Floor Chicago, Illinois 60606 Fax: (312) 207-1000 Tel: (312) 207-6400 Attn: Seth M. Hemming, Esq. MID OAKS INVESTMENTS LLC 750 Lake Cook Road, Suite 440 Buffalo Grove, Illinois 60089 Fax: (847) 215-3421 Tel: (847) 215-3420 Attn: Wayne C. Kocourek With a copy to: GREENBERG TRAURIG, LLP 77 West Wacker Drive Suite 2500 Chicago, Illinois 60601 Fax: (312) 456-8435 Tel: (312) 456-8400 Attn: David W. Schoenberg A.G. EDWARDS PRIVATE EQUITY PARTNERS QP II, L.P. A.G. EDWARDS PRIVATE EQUITY PARTNERS II, L.P. A.G. Edwards Capital, Inc. One North Jefferson St. Louis, MO 63103 Fax: (314) 955-8095 Tel: (314) 955-3971 Attn: Patricia A. Dahl WALTER VAN BENTHUYSEN 17 Tartan Lakes Ct. Westmont, IL 60559 ALLIED CAPITAL CORPORATION 401 N. Michigan Ave., Suite 2050 Chicago, IL 60611 Attn: Ed Ross, Managing Director With a copy to: Moore & Van Allen PLLC 100 North Tryon Street, Suite 4700 Charlotte, North Carolina 28202 Attn: John Chinuntdet GLEACHER MEZZANINE FUND I, L.P. GLEACHER MEZZANINE FUND P, L.P. 660 Madison Avenue, 17th Floor New York, NY 10021 Attn: Mary Gay, Managing Director With a copy to: Moore & Van Allen PLLC 100 North Tryon Street, Suite 4700 Charlotte, North Carolina 28202 Attn: John Chinuntdet SUNTRUST BANKS, INC. C/O SUNTRUST EQUITY PARTNERS 303 Peachtree Street, N.E., 25th Floor Atlanta, GA 30308 Attn: Palmer Henson, Director With a copy to: Moore & Van Allen PLLC 100 North Tryon Street, Suite 4700 Charlotte, North Carolina 28202 Attn: John Chinuntdet 2 IF TO THE FOLLOWING EXECUTIVES, at the address appearing in the Company's records: Debra Koenig Robert Kaltenbach Timothy Kanaly Daniel Gresham Mark Hampton Donald Prismon VI Acquisition Corp. Stockholders Agreement Schedule of Security Holders 3 SCHEDULE 2 /s/ Anthony Carroll ---------------------------- ANTHONY CARROLL VI Acquisition Corp. Stockholders Agreement Joinder Signature Page