Exhibit 99.1
Victoria & Eagle Strategic Fund, Ltd.
P.O. Box 1984 G.T., Elizabethan Square
Grand Cayman, Cayman Islands
British West Indies
December 19, 2003
Board of Directors
American Building Control, Inc.
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Re: Standstill Agreement
Gentlemen:
This letter sets forth our agreement with respect to certain matters
arising out of and related to the Series A 1.2% Cumulative Convertible Preferred
Stock (the "Preferred Stock") of American Building Control, Inc., a Delaware
corporation (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the meanings specified in Paragraph 4(H) of the Company's
Certificate of Incorporation.
In consideration of the mutual agreements herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
(i) From and after the date hereof and until June 18, 2005 (such period,
the "Standstill Period"), Victoria & Eagle Strategic Fund, Ltd. ("V &ESF")
shall not sell, transfer, assign or otherwise dispose of (collectively,
"Transfer") any shares of the Preferred Stock, except for Transfers to V
&ESF's affiliates that agree to be bound hereby.
(ii) Notwithstanding anything to the contrary contained in Paragraph
4(H)(3) of the Company's Certificate of Incorporation, during the
Standstill Period, the Company shall not redeem or otherwise acquire any
shares of the Preferred Stock.
(iii)Notwithstanding anything to the contrary contained in Paragraph
4(H)(I) of the Company's Certificate of Incorporation, during the
Standstill Period, V &ESF shall waive irrevocably(with no cumulative
catch-up), for all purposes, the payment of any dividend in excess of
one-year LIBOR plus 200 bp per annum.
(iv) The parties shall execute such additional documents, instruments and
agreements and take such further action as may be necessary, required or
appropriate to effectuate or carry out the purpose and intent of the
foregoing.
If the foregoing sets forth your understanding with respect to this matter,
please acknowledge your acceptance of and agreement with the foregoing by
executing a counterpart of this letter in the space provided below.
Very truly yours,
VICTORIA & EAGLE STRATEGIC FUND, LTD.
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
ACCEPTED AND AGREED:
AMERICAN BUILDING CONTROL, INC.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CEO/President
2
Victoria & Eagle Strategic Fund, Ltd,
P.O. Box 1984 G.T., Elizabethan Square
▇▇▇▇▇ Cayman, Cayman Islands
British West Indies
December 19, 2003
Board of Directors
American Building Control, Inc.
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Re: Standstill Agreement
Gentlemen:
This letter sets forth our agreement with respect to certain matters
arising out of and related to the Series A 12% Cumulative Convertible Preferred
Stock (the "Prefened Stock") of American Building Control, Inc., a Delaware
corporation (the "Company"). Capitalized teml! used but not otherwise defined
herein shall have the meanin&s specified in Paragraph 4(H) of the Companys
Certificate of Incorporation.
In consideration of the mutual agreements herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
(i) From and after the date hereof and wtil June 18, 2005 (such period, the
"Standstill Period"), Victoria & Eagle Strategic Fwd, Ltd. ("V &ESF") shall
not sell. transfer, assign or otherwise dispose of (collectively,
"Transfer") any shares of the Preferred Stock, except for Transfers to V
&ESF's affiliates that agree to be bound hereby.
(ii) Notwithstanding anything to the contrary contained in Paragraph
4(H)(3) of the Company's Certificate of Incorporation, during the
Standstill Period, the Company shall not ~deem or otherwise acquire any
shares of the Preferred Stock.
(iii) Notwithstanding anything to the contrary contained in Paragraph
4(H)(1) of the Company's Certificate of Incorporation, during the
Standstill Period. V &ESF shall waive irrevocably (with no cumulative
catch-up), for all purposes, the payment of any dividend in excess of
one-year LIBOR plus 200 bp per annum.
(iv) The parties shall execute such additional documents, instruments and
agreements and take such further action as may be necessarj, required or
appropriate to effectua1C or carry out the p1.11'P(degree)se and intent of
the foregoing.
If the foregoing sets forth your understanding with respect to this matter,
please acknowledge your acceptance of and agreement with the foregoing by
executing a counterpart of this letter in the space provided below.
Very truly yours,
VICTORIA & EAGLE STRATEGIC FUND, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
ACCEPTED AND AGREED:
AMERICAN BUILDING CONTROL, INC.
By:
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Name:
Title:
2
Victoria & Eagle Strategic Fund, Ltd,
P.O. Box 1984 G.T., Elizabethan Square
▇▇▇▇▇ Cayman, Cayman Islands
British West Indies
December 19, 2003
Solico International, Inc.
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Attention: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Re: Stock Purchase Agreement dated September 22, 2003 between Solico
International, Inc. and Victoria & Eagle Strategic Fund, Ltd., as amended
by Amendment No. 1 to Stock Purchase Agreement dated September 30, 2003, as
futher amended by Amendment No. 2 to Stock Purchase Agreement dated October
9, 2003.
Gentlemen:
Pursuant to Section 8.1(e) of the above-referenced agreement, the
undersigned hereby terminates such agreement effectively immediately.
Very truly yours,
VICTORIA & EAGLE STRATEGIC FUND, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
FC/rah
cc: ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
