Joinder Agreement

EX-10.4 19 c86044exv10w4.txt JOINDER AGREEMENT Exhibit 10.4 JOINDER AGREEMENT This Joinder Agreement (this "Agreement") is by and between VI ACQUISITION CORP.., a Delaware corporation (the "Company") and WIND POINT V EXECUTIVE ADVISOR PARTNERS, L.P. , a Delaware limited partnership ("WPVEAP"). RECITALS A. Wind Point Partners V, L.P., a Delaware limited partnership ("Wind Point"), is a stockholder of the Company and an affiliate of WPVEAP. B. Wind Point purchased stock of the Company pursuant to that certain Stock Purchase Agreement dated as of June 13, 2003, by and among the Company, Wind Point, and the other parties thereto (the "Purchase Agreement"). Wind Point also purchased stock of the Company pursuant to that certain Subscription Agreement dated as of July 31, 2003, by and among the Company, Wind Point and the other parties thereto (the "Subscription Agreement"). C. Effective December 1, 2003, Wind Point has transferred to WPVEAP 4,100 shares of the Company's Common Stock, par value $0.0001 per share ("Common Stock") and 235.005 shares of the Company's Series A Preferred Stock, par value $0.0001 per share ("Preferred Stock," and the shares so transferred, the "Transferred Shares"), as permitted under that certain Stockholders Agreement dated June 13, 2003 by and among the Company, Wind Point, and the other parties thereto (the "Stockholders Agreement"). Of the Transferred Shares, 234.035 shares of Preferred Stock and 4,079 shares of Common Stock were originally purchased by Wind Point pursuant to the Purchase Agreement, and 0.970 shares of Preferred Stock and 21 shares of Common Stock were originally purchased by Wind Point pursuant to the Subscription Agreement. D. The Company has consented to WPVEAP becoming a party to the Purchase Agreement, the Stockholders Agreement and that certain Registration Rights Agreement dated June 13, 2003 by and among the Company, Wind Point, and the other parties thereto (the "Registration Agreement"), by execution of this Joinder 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. Purchase Agreement a. Pursuant to Section 6.05 of the Purchase Agreement, WPVEAP is hereby made a party to the Purchase Agreement in the capacity of an "Investor" (as such term is defined in the Purchase Agreement), and WPVEAP hereby agrees to be bound by all of the terms and conditions set forth in the Registration Agreement applicable to WPVEAP as an Investor, and that the Transferred Shares are "Stock" (as defined in the Purchase Agreement). b. The Company agrees that the definition of "WPP" in the Purchase Agreement shall be deemed to include WPVEAP, collectively with the other persons already included in such definition. c. WPVEAP shall execute a signature page to the Purchase Agreement in the form attached hereto as Schedule 1.c., which signature page shall be attached to and made a part of the Purchase Agreement. d. Exhibit C to the Purchase Agreement shall hereby be replaced with the form of Exhibit C set forth on Schedule 1.d. attached hereto. 2. Stockholders Agreement a. WPVEAP is hereby made a party to the Stockholders Agreement in the capacity of an "Investor" and a "Stockholder" (as such terms are defined in the Stockholders Agreement), and WPVEAP hereby agrees to be bound by all of the terms and conditions set forth in the Stockholders Agreement applicable to it as an Investor and a Stockholder, as to all shares purchased under the Senior Management Agreement. b. The Company agrees that the definition of "WPP" in the Stockholders Agreement shall be deemed to include WPVEAP and WPP, jointly. c. WPVEAP 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. Registration Rights Agreement a. WPVEAP is hereby made a party to the Registration Agreement in the capacity of an "Investor" (as such term is defined in the Registration Agreement), and WPVEAP hereby agrees to be bound by all of the terms and conditions set forth in the Registration Agreement applicable to WPVEAP as an Investor, and that the Transferred Shares are "Investor Registrable Securities" (as defined in the Registration Agreement). b. WPVEAP shall execute a signature page to the Registration Rights Agreement in the form attached hereto as Schedule 3.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 3.c attached hereto. 4. The Agreement is binding upon the parties hereto and their permitted successors and assigns. 2 5. 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. 6. 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 to be effective as of the 1st day of December, 2003. VI ACQUISITION CORP. WIND POINT V EXECUTIVE ADVISOR PARTNERS, L.P. By: Wind Point Investors V, L.P., By: /s/ Debra Koenig Its: General Partner ---------------------------- Debra Koenig, Executive Vice President By: Wind Point Advisors, LLC, Its: General Partner By: /s/ Jeffrey A. Gonyo ----------------------- Name: Jeffrey A. Gonyo Its: Managing Member 3 SCHEDULE 1.C. WIND POINT V EXECUTIVE ADVISOR PARTNERS, L.P. By: Wind Point Investors V, L.P., Its: General Partner By: Wind Point Advisors, LLC, Its: General Partner By: /s/ Jeffrey A. Gonyo ---------------------------------- Name: Jeffrey A. Gonyo -------------------------------- Its: Managing Member VI Acquisition Corp. Stock Purchase Agreement Investor Joinder Signature Page SCHEDULE 2 WIND POINT V EXECUTIVE ADVISOR PARTNERS, L.P. By: Wind Point Investors V, L.P., Its: General Partner By: Wind Point Advisors, LLC, Its: General Partner By: /s/ Jeffrey A. Gonyo ---------------------------------- Name: Jeffrey A. Gonyo -------------------------------- Its: Managing Member VI Acquisition Corp. Stockholders Agreement Joinder Signature Page SCHEDULE 3.B. WIND POINT V EXECUTIVE ADVISOR PARTNERS, L.P. By: Wind Point Investors V, L.P., Its: General Partner By: Wind Point Advisors, LLC, Its: General Partner By: /s/ Jeffrey A. Gonyo ---------------------------- Name: Jeffrey A. Gonyo -------------------------- Its: Managing Member VI Acquisition Corp. Stockholders Agreement Joinder Signature Page SCHEDULE 3.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 V 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: Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606-7462 Fax: (312) 715-4800 Tel: (312) 715-4050 Attn: David W. Schoenberg Schedule of Security Holders, cont'd -- 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 DEBRA KOENIG 7 S. 710 Donwood Drive Naperville, IL 60540 WALTER VAN BENTHUYSEN 17 Tartan Lakes Ct. Westmont, IL 60559