1
EXHIBIT 10.19
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "Agreement") is made as of
the 18th day of November, 1998 by and among Capricorn Investors, L.P., a
Delaware limited partnership ("Cap I"), Capricorn Investors II, L.P., a Delaware
limited partnership ("Cap II"), NATCO Group Inc., a Delaware corporation
("Natco") and each of the Designated Stockholders (as hereinafter defined).
R E C I T A L S:
Natco is the owner of all the outstanding capital stock of National
Tank Company, a Delaware corporation ("National Tank"), and Natco, through
National Tank, is engaged in the business of designing, fabricating and
servicing oil and gas process equipment and systems.
On November 18, 1998, the Certificate of Incorporation of Natco was
amended to authorize two classes of common stock, par value $0.01 per share
("Common Stock"), to wit: 45,000,000 shares of Class A Common Stock ("Class A
Common Stock") and 5,000,000 shares of Class B Common Stock ("Class B Common
Stock"), and to convert each of the then outstanding shares of common stock of
Natco into one share of Class A Common Stock (the "Charter Amendment").
As a result of the Charter Amendment, Cap I and Cap II, as the owners
of record and beneficially of all then outstanding Common Stock, acquired and
now own 5,563,667 shares and 2,582,259 shares of Class A Common Stock,
respectively.
Natco, National Tank, The Cynara Company, a Delaware corporation
("Cynara"), and Natco Acquisition Company, a Delaware corporation and a wholly
owned subsidiary of Natco ("Newco") are parties to an Amended and Restated
Agreement and Plan of Merger dated November 17, 1998 but effective as of March
26, 1998 (the "Merger Agreement") that, among other things, provides that Cynara
will merge, upon the terms and subject to the conditions of the Merger Agreement
and in accordance with the General Corporation Law of Delaware, with and into
National Tank and National Tank will be the Surviving Corporation (the
"Merger").
On November 18, 1998, Natco and Cap II consummated the transaction
contemplated by that certain Investment Agreement dated November 17, 1998,
pursuant to which Natco issued and sold, and Cap II purchased, a non-negotiable
promissory note in the principal amount of $5,300,000 for a like amount of cash,
such note being automatically convertible into 504,762 shares of Class A Common
Stock of Natco upon expiration or termination of the waiting period under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
It is a condition to the obligations of Cynara under the Merger
Agreement that Cap I and Cap II and each of the Designated Stockholders shall
have entered into a Stockholders' Agreement substantially similar in form and
substance to this Agreement.
2
NOW, THEREFORE, in consideration of the premises, the mutual covenants
hereinafter expressed and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
"Affiliate" shall have the meaning ascribed to such term in
Rule 12b-2 under the Exchange Act.
"Agreement", "hereof", "hereunder", and words of similar
import shall refer to this Stockholders' Agreement, as it may be amended from
time to time.
"Associate" shall have the meaning ascribed thereto in Rule
405 of the General Rules and Regulations under the Securities Act of 1933, as
amended.
"Cap I" shall mean Capricorn Investors, L.P., a Delaware
limited partnership.
"Cap II" shall mean Capricorn Investors II, L.P., a Delaware
limited partnership.
"Capricorn Registration Rights Agreement" shall mean that
certain Registration Rights Agreement dated as of November 18, 1998 among Natco,
Cap I and Cap II.
"Charter Amendment" shall have the meaning ascribed to such
term in the second recital to this Agreement.
"Class A Common Stock" shall have the meaning ascribed to such
term in the second recital to this Agreement.
"Class B Common Stock" shall have the meaning ascribed to such
term in the second recital to this Agreement.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Common Stock" shall have the meaning ascribed to such term in
the second recital to this Agreement.
"Cynara" shall mean The Cynara Company, a Delaware
corporation.
"Designated Stockholder" shall mean each of the holders of
record and beneficially of common stock of Cynara immediately prior to the
effective date of the Merger (assuming the exercise of all outstanding Cynara
warrants).
"Drag-Along Notice" shall have the meaning ascribed to such
term in Section 2(f)(i) herein.
3
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Merger" shall have the meaning ascribed to such term in the
fourth recital to this Agreement.
"Merger Agreement" shall have the meaning ascribed to such
term in the fourth recital to this Agreement.
"Natco" shall mean NATCO Group Inc., a Delaware corporation.
"National Tank" shall mean National Tank Company, a Delaware
corporation and a wholly owned subsidiary of Natco.
"Overallotment Shares" shall have the meaning ascribed to such
term in Section 2(e)(ii) herein.
"Person" means and includes natural persons, corporations,
limited partnerships, joint stock companies, joint ventures, associations,
companies, trusts, banks and other organizations, whether or not legal entities,
and governments and agencies and political subdivisions thereof.
"Principal Stockholder" shall mean either Cap I or Cap II so
long as it owns of record and beneficially 1% or more of the outstanding Common
Stock.
"Public Sale" shall mean a Sale of Common Stock pursuant to an
effective registration statement under the Securities Act.
"Purchase Offer" shall have the meaning ascribed to such term
in Section 2(f) herein.
"Purchaser" shall have the meaning ascribed to such term in
Section 2(f) herein.
"Remaining Stockholders" shall have the meaning ascribed to
such term in Section 2(f)(i) herein.
"Sale" shall mean any offer, offer to sell, offer for sale,
sale, assignment, contract of sale, disposition of an interest in or transfer,
grant of a participation in, pledge or other disposal of any Common Stock (or
any solicitation of any offers to buy or otherwise acquire, or take a pledge of,
any Common Stock).
"Sale Notice" shall have the meaning ascribed to such term in
Section 2(e)(i) herein.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Selling Principal Stockholder" shall have the meaning
ascribed to such term in Section 2(f) herein.
4
"Stockholder" shall mean, for so long as such Person owns of
record any shares of Common Stock, Cap I, Cap II, each Designated Stockholder
and any assignee thereof (or any other Person who shall acquire and hold of
record shares of Common Stock) who shall have agreed to be bound by the terms of
this Agreement.
2. Restrictions on Certain Sales.
(a) General Restrictions. The provisions of this Agreement,
including this Section 2, apply to all the holdings of Common Stock of each
Stockholder, whether held on the date of this Agreement or hereafter acquired,
including without limitation the shares of Class A Common Stock to be acquired
by Cap II upon conversion of the promissory note issued by Natco pursuant to the
Investment Agreement. Each Stockholder agrees that it will not, directly or
indirectly, effect a Sale of any Common Stock, except in compliance with the
Securities Act and this Agreement. No Stockholder shall effect a Sale other than
a Sale to Natco or another Stockholder, or a Public Sale, unless the Stockholder
first obtains a written opinion of counsel (which opinion and counsel, who may
be counsel for Natco, shall be reasonably satisfactory to Natco), to the effect
that the proposed Sale is exempt from registration under the Securities Act and
all applicable state securities laws.
(b) Legend. Each certificate evidencing outstanding Common
Stock issued to any Stockholder shall bear a legend in substantially the
following form:
THE OFFERING, SALE AND DELIVERY OF THE SHARES REPRESENTED BY
THIS CERTIFICATE WERE NOT REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND THUS NEITHER SUCH SHARES NOR ANY
INTEREST THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSACTION
IS REGISTERED UNDER THAT ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS PROVIDED TO THE COMPANY PRIOR
TO THE PROPOSED TRANSACTION THAT REGISTRATION UNDER SUCH ACT
IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT
DATED AS OF NOVEMBER 18, 1998, AS THE SAME MAY BE AMENDED (A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY),
AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS SUCH TRANSFER, SALE OR HYPOTHECATION
COMPLIES WITH THE TERMS OF SUCH AGREEMENT.
(c) Distributions of Common Stock. Each of Cap I and Cap II
may distribute, whether in liquidation or otherwise, all or part of the Common
Stock owned by it to any of its general or limited partners if each such general
or limited partner agrees in writing in connection
5
with such distribution to be bound by all of the provisions of this Agreement
applicable by their terms to a Stockholder (other than a Principal Stockholder).
(d) Specific Restrictions. Each Stockholder further agrees
that it will not effect any Sale, other than a Sale to Natco or another
Stockholder, a Public Sale or a Sale to a Purchaser pursuant to Section 2(f)
herein, unless the Person to whom such Sale is made shall have agreed in writing
to be bound by all of the provisions of this Agreement applicable by their terms
to a Stockholder (other than a Principal Stockholder). Any such transferee shall
have all the rights and benefits, and be subject to all the obligations, of this
Agreement applicable by its terms to a Stockholder. Any purported Sale that
would contravene the provisions of this Section 2(d) shall be null and void.
(e) Right of First Refusal. Each Stockholder, other than
either Principal Stockholder, agrees not to effect a Sale, other than a Sale
permitted by clause (iv) of this subsection 2(e), unless, in any such case,
prior to such Sale:
(i) Such Stockholder shall have given to Natco and to
each Principal Stockholder that then holds Common Stock written notice
(a "Sale Notice") of such Stockholder's intention to effect the Sale.
The Sale Notice shall include (x) the number of shares of Common Stock
that the Stockholder proposing the Sale desires to sell, (y) the
principal terms of the Sale, including the price at which such shares
of Common Stock are intended to be sold and such other information with
respect to such Sale as Natco or either Principal Stockholder shall
reasonably request in writing and (z) an offer to sell to Natco or
either Principal Stockholder, on terms and conditions substantially
identical to those contained in the Sale Notice, a number of shares of
Common Stock determined in accordance with Section 2(e)(ii) hereof.
(ii) (A) Natco shall first have the right to purchase
any number of shares of Common Stock up to the aggregate number of such
shares of Common Stock that the selling Stockholder intends to sell in
the Sale, and Natco shall promptly, but in any event within 10 days
after receipt of the Sale Notice, advise the Selling Stockholder and
each Principal Stockholder in writing of its determination in that
regard.
(B) Each Principal Stockholder shall then have
the right to purchase a number of shares of Common Stock included in
the Sale equal to (x) the total number of shares of Common Stock
included in the Sale less (y) the number of shares of Common Stock
purchased by Natco pursuant to clause (A) above which result shall be
(z) multiplied by a fraction, the numerator of which is the aggregate
number of shares of Common Stock then held by such Principal
Stockholder and the denominator of which is the aggregate number of
shares of Common Stock then held by the Principal Stockholders who
accept the offer made in the Sale Notice. If either Principal
Stockholder under this clause (B) elects to purchase fewer than the
maximum number of shares of Common Stock to which such Principal
Stockholder is entitled pursuant to the preceding sentence, the other
Principal Stockholder shall then be entitled to purchase the remaining
number of shares of Common Stock (the "Overallotment Shares") to be
included in the Sale. Each Principal Stockholder
6
shall advise the other, if any, in writing promptly, but in any event
within 15 days after receipt of the Sale Notice, as to any
Overallotment Shares available to the other for purchase.
(iii) Within 20 days after receiving the Sale Notice,
each Principal Stockholder desiring to accept the offer made therein
shall so notify the selling Stockholder in writing, specifying the
maximum number of shares of Common Stock that such Principal
Stockholder wishes to purchase. If Natco or either Principal
Stockholder does not, within the appropriate time period specified in
subsection (e)(ii) or (e)(iii), so signify its intention to participate
in the Sale, Natco or such Principal Stockholder as the case may be
shall be deemed to have waived all of its rights under this Section
2(e) with respect to such Sale. If the aggregate of the number of
shares of Common Stock that Natco and the Principal Stockholders have
agreed to purchase pursuant to the allocation provisions of paragraph
(ii) of this Section 2(e) shall be less than the number of shares of
Common Stock included in the Sale Notice, Natco and the Principal
Stockholders shall be deemed to have waived their rights under this
Section 2(e) with respect to such Sale. If Natco and each Principal
Stockholder waive their rights with respect to such Sale, the selling
Stockholder shall thereafter be free, for a period of 90 days, to
consummate such Sale for the number of shares of Common Stock set forth
in the Sale Notice at a price not less than the price set forth in the
Sale Notice and on terms otherwise no more favorable to the purchasers
than as set forth therein.
(iv) Anything to the contrary herein notwithstanding,
the provisions of this subsection (e) shall not apply to a Sale to
Natco or another Stockholder, a Public Sale or a Sale to a Purchaser
pursuant to subsection 2(f) herein. In addition, the provisions of this
subsection (e) shall not apply to (A), subject to compliance with the
provisions of subsection 2(d) herein, a Sale by any Stockholder to any
Affiliate of such Stockholder or (B), subject to compliance with the
provisions of subsection 2(c) herein, to a distribution, whether in
liquidation or otherwise, by Cap I or Cap II to the limited and general
partners thereof or (C), subject to compliance with the provisions of
subsection 2(d) herein, in the case of a Stockholder who is an
individual, to any transfer by operation of law, by death pursuant to a
will or the laws of descent and distribution, by transfer to a member
of the immediate family of such Stockholder or a trust for the benefit
of any such family member or by transfer to a commercial bank or other
lending institution in accordance with the terms of a bona fide pledge
(including without limitation a pledge of Common Stock by Xxxxxxx (as
such term is defined in the Capricorn Registration Rights Agreement)
contemplated by Section 4 of the Capricorn Registration Rights
Agreement) or (D), subject to compliance with the provisions of
subsection 2(d) herein, in the case of a Stockholder that is a legal
entity, by such entity to a successor of such entity or to the
purchaser of all or substantially all of that entity's assets, each of
which exceptions described in clauses (C) and (D) shall be permitted if
the transferor or transferee shall give notice of such assignment,
together with such information as may be reasonably necessary to
evidence qualification of the transferee to be an assignee thereof, to
Natco.
(f) Rights to Compel Sale or to Offer Opportunity to Sell;
Drag-Along Rights; Tag-Along Rights. If a Principal Stockholder owning at least
10% of the outstanding Common
7
Stock (the "Selling Principal Stockholder") proposes to effect a Sale of all
shares of Common Stock held by it to a third party that is not an Affiliate or
Associate of Natco or either Principal Stockholder (the "Purchaser") for cash,
cash equivalents or readily marketable securities (the "Purchase Offer"), such
Selling Principal Stockholder shall consult with the other Principal
Stockholder, if any, and, after any such consultation, either (x), if the other
Principal Stockholder, if any, has agreed to sell all its shares of Common Stock
to the Purchaser on the same terms and conditions, require each and every other
Stockholder to sell or (y), if the other Principal Stockholder, if any, has not
agreed to sell all its shares of Common Stock to the Purchaser on the same terms
and conditions, offer each and every other Stockholder, including the other
Principal Stockholder, if any, the opportunity to sell, any and all shares of
Common Stock held by such Stockholders to the Purchaser, in each case, for the
same consideration per share and otherwise on the same terms and conditions upon
which the Selling Principal Stockholder proposes to sell its shares. If, at the
time a Selling Principal Stockholder proposes to effect a Sale pursuant to this
subsection (f), there is no other Principal Stockholder, the Selling Principal
Stockholder may, at its option, proceed in accordance with clause (x) or (y) of
this subsection (f).
(i) Exercise of Right. The Selling Principal
Stockholder shall cause the Purchase Offer to be reduced to writing and
shall provide a written notice (the "Drag-Along Notice") in which it
complies with the provisions of clauses (x) or (y) of this subsection
(f) to each other Stockholder, including the other Principal
Stockholder, if any (the other Stockholders, excluding the other
Principal Stockholder, if any, being herein called the "Remaining
Stockholders"). The Drag-Along Notice shall include information
concerning the nature and amount of the consideration per share to be
paid by the Purchaser and the other terms and conditions of the
Purchase Offer. Any Sale pursuant to clause (x) of this subsection 2(f)
shall entail all the outstanding shares of Common Stock owned by the
Selling Principal Stockholder and the other Principal Stockholder, if
any, and the Remaining Stockholders, but any Sale pursuant to clause
(y) of this subsection 2(f) shall entail only those shares of Common
Stock owned by the Selling Principal Stockholder and those owned by the
Remaining Stockholders and the other Principal Stockholder, if any, to
the extent that such Remaining Stockholders and the other Principal
Stockholder, if any, have elected to participate in such Sale. No later
than five business days before the closing date of the Sale set forth
in either the Drag-Along Notice or in a subsequent notice from the
Selling Principal Stockholder, each other Stockholder participating in
the Sale pursuant to the provisions of clause (x) or (y) of this
subsection (f) (a "Participating Stockholder") shall deliver to a
representative of the Selling Principal Stockholder designated in the
Drag-Along Notice or such subsequent notice certificates representing
all the shares of Common Stock held by such Participating Stockholder
to be sold in such Sale, duly endorsed in blank for transfer, with
signatures guaranteed, together with all other documents required to be
executed in connection with such Purchase Offer or, if such delivery is
not permitted by applicable law, an unconditional agreement to deliver
such shares of Common Stock pursuant to this subsection (f) at the
closing of such Sale against delivery to such Participating Stockholder
of the consideration therefor. If any Participating Stockholder shall
fail to deliver such certificates to the Selling Principal Stockholder,
Natco shall cause its books and records to show that such shares of
Common Stock are bound by the provisions of this subsection (f)
8
and that such shares of Common Stock shall be transferred only to the
Purchaser upon surrender thereof for transfer by the Participating
Stockholder.
(ii) Return of Stock. If, for any reason the Selling
Principal Stockholder determines that it cannot complete the sale of
all the shares of Common Stock, the Selling Principal Stockholder shall
return to each Participating Stockholder all certificates representing
shares of Common Stock that such Participating Stockholder delivered
for sale pursuant hereto, together with all other documents delivered
pursuant hereto by such Participating Stockholder, and all the
restrictions on sale or other disposition contained in this Agreement
with respect to such shares of Common Stock shall continue in effect.
(iii) Remittance of Consideration. At the closing of
the sale of all shares of Common Stock pursuant to this subsection
2(f), the consideration with respect to the shares of Common Stock of
any Participating Stockholders sold pursuant hereto shall be paid
directly to each such Participating Stockholder pursuant to written
instructions of such Participating Stockholder. The Selling Principal
Stockholder shall furnish such other evidence of the completion and
time of completion of such Sale and the terms thereof as may be
reasonably requested by such Participating Stockholders.
(iv) No Liability. Notwithstanding anything contained
in this subsection 2(f), there shall be no liability on the part of the
Selling Principal Stockholder to any Participating Stockholder if the
Sale of shares of Common Stock pursuant to this subsection 2(f) is not
consummated for whatever reason and, in such circumstances, the Selling
Principal Stockholder's only obligation shall be to return the shares
of Common Stock and other documents to the Participating Stockholders
as contemplated by clause (ii) of this subsection 2(f). Whether to
effect a sale of shares of Common Stock pursuant to this subsection
2(f) shall be in the sole and absolute discretion of the Selling
Principal Stockholder.
(v) Costs. All costs and expenses incurred by any
seller in connection with a Sale pursuant to this subsection 2(f),
including without limitation all attorneys' fees, costs and
disbursements and any finders' fees or brokerage commissions, shall be
allocated pro rata among the sellers, with each bearing that portion of
such costs and expenses equal to a fraction, the numerator of which
shall be the amount of the gross proceeds received by such seller from
such Sale, and the denominator of which shall be the total amount of
the gross proceeds received by all sellers from such Sale.
(g) Inapplicability and Termination of Certain Provisions. The
provisions contained in subsections (c), (d), (e) and (f) of this Section 2,
including without limitation all restrictions on the ability of any Stockholder
to effect a Sale as set forth in subsection (d) or (e) of this Section 2, shall
be inapplicable to the sale of Class A Common Stock or Common Stock by Natco and
any Stockholder in the initial public offering thereof and shall terminate and
be of no further force or effect at such time as Natco is required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
9
3. Related Party Transactions. So long as either Principal
Stockholder continues to own more than 10% of the outstanding Common Stock and
except as contemplated hereby or as the other Stockholders shall consent thereto
in writing, such Principal Stockholder shall not engage in any financial
transaction with Natco unless each other Stockholder has been offered the right
to participate in such transaction proportionately in accordance with such
Stockholder's ownership of Common Stock; provided, however, that this Section 3
shall not apply to the conversion of the Promissory Note (as such term is
defined in that certain Investment Agreement dated as of November 17, 1998
between Natco and Capricorn Investors II, L.P.).
4. Specific Performance.
The parties hereto each acknowledge and agree that, in the
event of any breach of this Agreement, each non-breaching party would be
irreparably harmed and could not be made whole by monetary damages. It is
accordingly agreed that such parties, in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement in any action instituted in the United States
District Court for the Southern District of New York, or, in the event such
court would not have jurisdiction for such action, in any court of the United
States or any state having subject matter jurisdiction. The parties hereto each
consent to personal jurisdiction in any such action brought in the United States
District Court for the Southern District of New York.
5. Entire Agreement; Amendments.
This Agreement supercedes all prior agreements and
understandings among the parties with respect to its subject matter, including
without limitation that certain Stockholders' Agreement dated as of June 30,
1997 among Xxxxxxxx Point Industries, Inc., a Delaware corporation (now NATCO
Group, Inc.), Cap I and Cap II which is hereby terminated and rendered of no
further force or effect. This Agreement contains the entire understanding of the
parties with respect to the subject matter of this Agreement. There are no
restrictions, agreements, promises, warranties, covenants, or undertakings other
than those expressly set forth herein or therein. This Agreement may not be
amended except by an instrument in writing signed on behalf of all of the
parties hereto. Any agreement on the part of a party hereto to any extension or
waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.
6. Interpretation.
The section and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever reference is made herein to specific
numbers of shares of stock (as opposed to percentages, proportions and like
ratable computations) such numbers shall, in the event of any stock split, stock
dividend, reclassification or similar event, be appropriately adjusted to
reflect the impact of such event upon such number of shares.
10
7. Notice.
All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, or by facsimile
copy, receipt of which has been acknowledged, addressed as follows:
To Natco: NATCO Group Inc.
Brookhollow Central III
0000 Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
Telecopy No.: 713/683-7841
To Cap I: Capricorn Investors, L.P.
c/o Winokur Holdings, Inc.
00 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
President
Telecopy No.: 203/861-6671
To Cap II: Capricorn Investors II, L.P.
c/o Capricorn Holdings, LLC
00 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Manager
Telecopy No.: 203/861-6671
To the Designated c/o Xxxxxx X. Xxxxxx, Xx.
Stockholders: Heller, Hickox, Dimeling, Xxxxxxxxx & Park
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier No.: 215/546-1041
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications hereunder shall be
effective when actually received by the addressee.
8. Termination.
This Agreement shall terminate in its entirety on the earlier
of the tenth anniversary of the date hereof and the date on which less than
fifty percent (50%) of the outstanding Common Stock shall be held of record, in
the aggregate, by Cap I, Cap II, each Person who is as of the date of this
Agreement or prior to the liquidation and dissolution, if any, of Cap I or Cap
II, was a general
11
or limited partner of Cap I and Cap II, the Designated Stockholders, Xxxxxxxxx
X. Xxxxxxx and their affiliates.
9. Governing Law.
This Agreement shall be governed by and construed in all
respects in accordance with the laws of the State of New York, without regard to
the principles of conflicts of laws thereof which might refer such
interpretation to the laws of a different state or jurisdiction.
10. Counterparts.
This Agreement may be executed simultaneously in one or more
counterparts, any of which may have been transmitted and received by facsimile
transmission and each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
(The remainder of this page intentionally left blank.)
12
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the date first above written.
NATCO GROUP INC.
By: /s/ XXXXXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
-------------------------------------
Title: Chairman of the Board and Chief
------------------------------------
Executive Officer
------------------------------------
CAPRICORN INVESTORS, L.P.
By: Capricorn Holdings, G.P.,
its general partner
By: Xxxxxxx Holdings, Inc.,
its general partner
By: /s/ XXXXXXX X. XXXXXXX, XX.
---------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
President
CAPRICORN INVESTORS II, L.P.
By: Capricorn Holdings, LLC,
its general partner
By: /s/ XXXXXXX X. XXXXXXX, XX.
---------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
Manager
DESIGNATED STOCKHOLDERS
/s/ XXXXXXX X. XXXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx
13
/s/ XXXXXX X. XXXXXX, XX.
------------------------------------------
Xxxxxx X. Xxxxxx, Xx.
/s/ XXXXX X. XXXXX
------------------------------------------
Xxxxx X. Xxxxx
/s/ XXXXXX X. XXXX
------------------------------------------
Xxxxxx X. Xxxx
/s/ XXXXXXX X. XXXXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ XXXX X. XXXXX, XX.
------------------------------------------
Xxxx X. Xxxxx, Xx.
THE 1998 TRUST FOR XXXX XXXXX XXXXXXX
By: /s/ XXXX XXXXX XXXXXXX
---------------------------------------
Name: Xxxx Xxxxx Xxxxxxx
Title: Trustee
BOCP II, L.L.C.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signer
