Exhibit 10.5
Dal-Tile International Inc.
0000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
April 19, 2001
DTI Investors LLC
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxxxxx Xxx
Dear Xxxxxxx:
Reference is hereby made to the letter agreement (the "Transfer
Restriction Letter"), dated August 5, 1999, between DTI Investors LLC
("DTI"), Xxxxxxx X. Xxxxxx and Dal-Tile International Inc. ("Dal-Tile"). The
parties to the Transfer Restriction Letter hereby agree that, notwithstanding
anything to the contrary in the Transfer Restriction Letter, (i) DTI shall
distribute its shares of Dal-Tile common stock to any of its members who has
signed a "lock-up" agreement (the "Locked Up Members") with the underwriters
in the proposed secondary offering (the "Offering") of shares of Dal-Tile
common stock that was announced on April 11, 2001, pursuant to which
"lock-up" agreement, subject to the provisions of such agreement, the Locked
Up Members agree to restrict the transfer of their shares of Dal-Tile Common
Stock for a period of 180 days (the "Lock Up Agreement" and, such
distribution, the "Distribution"), (ii) DTI may effect the Distribution
without obtaining any further agreement of its Distributees (as defined
below), and (iii) the Locked Up Members shall not be bound by the Transfer
Restriction Letter. The Distribution shall be completed prior to or as soon
as reasonably practicable after consummation of the Offering.
The parties further agree that when Xx. Xxxxxx enters into a Lock Up
Agreement, his shares of Dal-Tile common stock will no longer be subject to
restrictions on transfer under the Transfer Restriction Letter.
Pursuant to the letter agreement (the "Registration Rights Letter"),
dated August 5, 1999 between DTI, Dal-Tile and Xx. Xxxxxx, Dal-Tile granted
certain registration rights to DTI and the DTI Parties (as defined in the
Registration Rights Letter). The parties to the Registration Rights Letter
hereby amend the Registration Rights Letter to provide that (i) beginning
ninety (90) days after the consummation of the Offering (but not earlier than
September 1, 2001) through December 31, 2002, DTI shall have the right to
cause Dal-Tile to effect two, but not more than two Demand Registrations (as
defined in the Registration Rights Letter), (ii) Dal-Tile shall not be
required to effect a Demand Registration if a request for such Demand
Registration is made by DTI after December 31, 2002, (iii) the phrase "six
months" in clause (c) of the first sentence of the second paragraph of the
Registration Rights Letter shall be amended to read "three months", (iv) from
and after the earlier of (x) the date on which Dal-Tile has completed its
second Demand Registration (in addition to the Offering) or (y) December 31,
2002, DTI and the DTI Parties shall no longer have the right to participate
in, and cause Dal-Tile to include in, any registration statement for a
Primary Offering (as defined in the Registration Rights Letter), or any
registration statement requested by Xx. Xxxxxx, shares of Dal-Tile
common stock as contemplated by the fifth and sixth paragraphs of the
Registration Rights Letter, and (v) the phrase "$20 million" in clause (b) of
the first sentence of the second paragraph of the Registration Rights Letter
shall be amended to read "$60 million."
DTI and AEA Investors Inc. each agree that, until the earlier of (x) the
date on which Dal-Tile has completed the second Demand Registration (in addition
to the Offering) or (y) December 31, 2002, neither DTI or AEA Investors Inc.
shall (except as provided below) organize, arrange or participate in the sale
by a group that includes any direct distributee of shares of Dal-Tile common
stock held by DTI (the "Distributees"), except through a public offering or in
connection with the acquisition of Dal-Tile. However, it is agreed and
acknowledged that the restrictions set forth in this paragraph shall not
prohibit sales by AEA Investors Inc. or by any of its officers or directors,
of shares of Dal-Tile common stock beneficially owned by AEA Investors Inc.,
or such officer or director, so long as such sales are not made in a group
that includes any other Distributees.
Except to the extent amended hereby, the other provisions of the
Registration Rights Letter shall remain in full force and effect.
This letter agreement shall only be effective upon the consummation of
the Offering.
Very truly yours,
Dal-Tile International Inc.
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Agreed and accepted:
/s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx
AEA Investors Inc.
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
DTI Investors LLC
By: AEA Investors Inc., its Manager
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
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