EXHIBIT (D)(4)
AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT
This is an agreement (the "Amendment") dated December 26, 2001, that amends
a Capital Contribution Agreement (the "Agreement") dated November 2, 2001 among
CVG Investment LLC (the "Company"), a Delaware limited liability company, Three
Cities Fund III, L.P. ("TCF III"), a Delaware limited partnership, GV Investment
LLC ("GVI"), a Delaware limited liability company, Xxxxxxxx X. Xxxxx ("Xxxxx")
and Xxxxxx Equity Investors III L.P. ("Xxxxxx"), a Delaware limited partnership.
The Agreement is amended as follows:
1. Paragraph 2.1 is amended to change the definition of "Securities
Contribution Date", so the Securities Contribution Date will be the day on
which the Tender Offer, as it may be extended from time to time, expires,
which will be not later than January 11, 2002.
2. Paragraph 8.3 is amended to provide that the Third Closing will
take place at 10:00 a.m. New York Time, on the business day after the day
on which the Subsequent Closing takes place (and subject to all the
obligations of the parties at the Subsequent Closing being fulfilled or
waived).
3. Article 4 (captioned "Obligations of Xxxxx") and Paragraphs 1.4
and 11.5, and all references to Paragraphs of Article 4 or to Paragraph 1.4
or 11.5, are deleted from the Agreement.
4. Unless, not later than the fourth business day after a request by
the Company under Paragraph 3.3 of the Agreement, Xxxxxx notifies the
Company that the obligation of Xxxxxx to make contributions under Paragraph
3.3 is increased to $2,850,000 (in which case Xxxxxx will be obligated to
make contributions under Paragraph 3.3 up to that amount), the last
sentence of Paragraph 1.2 of the Agreement will be amended, effective on
the following day, to increase to $12,400,000 the limit on the obligation
of TCF III to make contributions under Paragraph 1.2, and to provide that
TCF III will make the contributions which Xxxxxx is not required to make
under Paragraph 3.3 because they would increase Xxxxxx'x contributions
under Paragraph 3.3 above $1,850,000, and that TCF III will receive one
Unit for each $1 it contributes.
5. Because Paragraph 4 is being deleted from the Agreement, Xxxxx is
no longer a party to the Agreement and will not have any rights or
obligations under the Agreement, and all references to Xxxxx in the
Agreement are deemed deleted.
Except as expressly provided above, the Agreement remains in full force and
effect in all respects.
IN WITNESS WHEREOF, the parties to the Agreement have executed this
Amendment, intending to be legally bound by it, on the day shown on the first
page of this Amendment.
CVG INVESTMENT LLC
By: /s/ XXXXXXXX XXXXX
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Three Cities Fund III, L.P.
By: TCR Associates III, L.L.C.
General Partner
By: TCR GP. L.L.C.
Managing Member
By: /s/ J. XXXXXXX XXXXX
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Managing Member
GV Investment LLC
By: /s/ XXXXXXXX XXXXX
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Xxxxxx Equity Investors III, L.P.
By: TC Equity Partners, L.L.C.
Its general partner
By: /s/ XXXXXXXXX X. XXXXX
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By: /s/ XXXXXXXXX X. XXXXX
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Xxxxxxxxx X. Xxxxx
