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August 22, 2007, January 3, 2008 and April 22, 2008 (each, a SPA): (1) the right to appoint nominees to the Companys Board of Directors; (2) the right to appoint a representative to observe meetings held by the Board and Board committees of the Company and its subsidiaries; and (3) the right to participate on a pro-rata basis in future offerings, sales or exchanges of the Companys Common Stock. In addition, the Amendment Agreement eliminated the right of the Reporting Persons to make future acquisitions, with the Companys pre-approval, of up to 35% of the Companys Common Stock under the SPA dated March 1, 2007 and up to 40% of the Companys Common Stock under the SPA dated August 22, 2007. Further, in the Amendment Agreement, the Company agreed to pay the Tontine Parties the amount of $495,000 in settlement of certain pending requests for reimbursement by the Company, pursuant to certain indemnification obligations, of fees and expenses incurred by the Tontine Parties in connection with certain shareholder litigation brought against the Company and the Tontine Parties, and as consideration in exchange for the amendments, waivers, releases and covenants set forth in the Amendment Agreement.
Except as described in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
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1. Amendment Agreement, dated as of April 1, 2013, by and among the Company, Tontine Capital Management, L.L.C., Tontine Capital Overseas GP, L.L.C., Tontine Management, L.L.C., Tontine Overseas Associates, L.L.C., Tontine Capital Overseas Master Fund II, L.P., Tontine Power Partners, L.P., Tontine Associates, L.L.C., Tontine Partners, L.P., Tontine Capital Partners, L.P., Tontine Overseas Fund, LTD., Tontine 25 Overseas Master Fund, L.P., and Tontine Capital Overseas Master Fund, L.P. (previously filed as Exhibit 1 to the Reporting Persons Schedule 13D filed on April 5, 2013)
2. Securities Purchase Agreement, dated March 1, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and the Company (Previously filed as Exhibit 1 to the Reporting Persons Schedule 13D filed on March 5, 2007).
3. Securities Purchase Agreement, dated March 1, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Christopher Allie, Raymond L. Brickner, III, Terence P. Fox and Daniel P. Wergin (Previously filed as Exhibit 2 to the Reporting Persons Schedule 13D filed on March 5, 2007).
4. Registration Rights Agreement, dated March 1, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and the Company (Previously filed as Exhibit 3 to the Reporting Persons Schedule 13D filed on March 5, 2007).
5. Right of First Offer/Refusal Letter Agreement, dated March 1, 2007, from Tontine Capital Partners, L.P., and agreed and accepted to by each of Integritas, Inc., Christopher Allie, Raymond L. Brickner, III, Terence P. Fox, Daniel P. Wergin, Samuel W. Fairchild and certain of their trusts (Previously filed as Exhibit 4 to the Reporting Persons Schedule 13D filed on March 5, 2007).
6. Form of Irrevocable Proxy of each of Christopher Allie, Raymond L. Brickner, III, Terence P. Fox and Daniel P. Wergin, each dated March 1, 2007 (Previously filed as Exhibit 5 to the Reporting Persons Schedule 13D filed on March 5, 2007).
7. Proxy Agreement, dated August 22, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., J. Cameron Drecoll, Patrick Rosmonowski, Dennis Palmer and Noel Davis (Previously filed as Exhibit 5 to the Companys Schedule 13D filed on August 29, 2007).
8. Securities Purchase Agreement, dated August 22, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and the Company (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 24, 2007).
9. Securities Purchase Agreement, dated August 23, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Alex C. Allie, Peter C. Allie, Christopher C. Allie, Stacey C. Culligan, Wergin Family Dynasty Trust 2005, Daniel P. Wergin and Terence P. Fox (Previously filed as Exhibit 4 to the Reporting Persons Schedule 13D filed on August 29, 2007). |