Exhibit 2.4
WM Coffman LLC
Management Agreement
June 8, 2009
Visador Holding Corporation
320 Johnston Road
P.O. Box 150
Marion, Virginia 24354
Ladies and Gentlemen:
WM Coffman LLC, a Delaware limited
liability company (the “ Company ”), hereby
retains Visador Holding Corporation (the “ Advisor
”) to provide consulting and advisory services to the
Company, commencing on the date hereof and continuing until the end
of the Contingency Period. All capitalized terms used,
but not defined, herein shall have the meanings ascribed to them in
the Asset Purchase Agreement of even date by and between the
Company and Coffman Stairs, LLC (the “ APA
”). The advisory services that may be provided
hereunder shall be mutually determined by the Company and the
Advisor.
Consideration:
(a)
In consideration of providing the foregoing services and of matters
covered by the APA, the Advisor (or its designee) shall receive
from the Company an annual advisory fee of (a) $0 for the year
commencing the date hereof and ending on the date immediately
preceding the first anniversary of the date hereof (the
“First Year”), provided, however, that if that certain
Consulting Agreement of even date between the Company and the
Advisor (the “Consulting Agreement”) is not terminated
by the Advisor for any reason or by the Company for Cause (as
defined in the Consulting Agreement) (a “Smith
Termination”) during said year, then the advisory fee for the
First Year shall be $200,000 (the “First Year Incentive
Payment”), (b) $0 for the year commencing on the first
anniversary of the date hereof and ending on the date immediately
preceding the second anniversary of the date hereof (the
“Second Year”), provided, however, that if there has
been no Smith Termination during the First Year, and there is no
Smith Termination during the Second Year, then the advisory fee for
the Second Year shall be $300,000 (the “Second Year Incentive
Payment”), and (c) $250,000 for each year thereafter
that this letter agreement remains in full force and effect (each
an “Additional Payment”).
(b)
The First Year Incentive Payment, if any, shall be made within 30
days following the first anniversary of the date hereof. The
Second Year Incentive Payment, if any, shall be made within 30 days
following the second anniversary of the date hereof. Each
Additional Payment shall be payable in arrears in equal quarterly
installments on each of January 1, April 1, July 1
and October 1 of each such year. For any partial year,
the Company will pay a pro rated amount for such year.
Right of
Setoff: The
Company shall have the right to set off or apply against any
amounts payable to the Advisor under this letter agreement any
amounts claimed to be owing at any time by the Advisor or any
Affiliate to the Company, in accordance with Section 7.4 of
the APA.
Restrictions on Performance of
Obligations :
(a)
The Advisor hereby acknowledges and agrees that the ability of the
Company to perform and/or pay its obligations to the Advisor
hereunder is restricted by the terms of that certain Revolving
Credit, Term Loan and Security Agreement of even date between the
Company and PNC Bank, National Association.
(b)
So long as there is no Smith Termination, the Company hereby
acknowledges and agrees not to make any payment to Countrywide
Hardware, Inc. (“Countrywide”) pursuant to the
Countrywide Management Agreement unless, at the time of any such
payment to Countrywide, the Company makes simultaneous payment of
all corresponding amounts due and payable to the Advisor pursuant
to this letter agreement. In the event that there is a Smith
Termination, then the Company shall be subject to no such
restriction, and shall have the discretion to make any payment to
Countrywide pursuant to the Countrywide Management Agreement as it
sees fit.
Assignment:
Neither this
letter agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any party hereto witho
