Exhibit 10.22


 


JOINDER


 


TSG Holdings Corp.


 


Joinder


 


To the
Securities Holders Agreement


 


and


 


Registration
Rights Agreement


 


TSG Holdings Corp.

11311 McCormick Road

Suite 260

Hunt Valley, MD  21031-1437


 


Gentlemen and Ladies:


 


In connection with the
undersigned’s receipt from the estate of David T. Merchant of 53.191 shares
of Common Stock and 4.46809 shares of Series A 10% Cumulative Compounding
Preferred Stock of TSG Holdings Corp., a Delaware corporation (the “Company”),
which are represented by Certificate No. C30 and Certificate No. AP30,
respectively (together the “Shares”), the undersigned hereby represents
and warrants to, and agrees and covenants with, you as follows:


 


1.             By
this instrument the undersigned shall be bound by the terms and conditions of
the Securities Holders Agreement, dated as August 21, 2003 (the “Securities
Holders Agreement”), by and among the Company, Bruckmann, Rosser, Sherrill
& Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman
Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”),
ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation (“ING
Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware
limited liability company (“ING Barings U.S.) and the other signatories
thereto. The undersigned hereby agrees that it shall be a “Permitted Transferee”
under the terms of the Securities Holders Agreement, and shall take the Shares
subject to and be fully bound by the terms of the Securities Holders Agreement
with the same effect as if it were a “Management Investor” as such term is
defined therein. The undersigned further agrees that the Shares shall continue
to be considered “Management Securities” for purposes of the Securities Holders
Agreement, and William P. Walters shall be considered the Management Investor
with respect to such Management Securities.


 


2.             By
this instrument the undersigned also shall be bound by the terms and conditions
of the Registration Rights Agreement, dated as of August 21, 2003 by and among the
Company, BRS, ING Furman Selz, ING Barings Global, ING Barings U.S., and the
other signatories thereto (the “Registration Rights Agreement,” and
together with the Securities Holders Agreement, the “Agreements”). The
undersigned hereby agrees that it shall take the


 

















 


Shares subject to and be fully bound by the terms of
the Registration Rights Agreement with the same effect as if it were a “Management
Investor” as such term is defined therein. The undersigned further agrees that
the Shares shall by deemed to be “Registrable Securities” for purposes of the
Registration Rights Agreement, and the undersigned shall be deemed to be a
holder of “Registrable Securities” for purposes thereof.


 


3.             The
undersigned has read and understands each of the provisions of each of the
Agreements.


 


4.             The
undersigned has full legal right, power and authority to enter into this
Joinder and to perform its obligations hereunder without the need for the
consent of any other person.


 


5.             This
Joinder has been duly authorized, executed and delivered and constitutes the
valid and binding obligation enforceable against the undersigned in accordance
with the terms hereof.


 


6.             The
Shares are being acquired by the undersigned solely for its own account for
investment and not with a view to any further distribution thereof that would
violate the Securities Act of 1933, as amended (the “Securities Act”) or
the applicable securities laws of any state. The undersigned will not
distribute the Shares in violation of the Securities Act or the applicable
securities laws of any state.


 


7.             The
undersigned understands that the Shares have not been registered under the
Securities Act or registered for resale under the securities laws of any state
and must be held indefinitely unless subsequently registered under the
Securities Act and any applicable state securities laws or unless an exemption
from such registration is or becomes available.


 


8.             The
undersigned agrees that the certificates representing the Shares shall bear the
following legends or similar legends:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF
A SECURITIES HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS
SPECIFIED THEREIN, AS AMENDED FROM TIME TO TIME (THE “SECURITIES HOLDERS
AGREEMENT”), A COPY OF WHICH AGREEMENT IS ON FILE AT


 


2

















 


THE PRINCIPAL OFFICE OF
THE COMPANY. THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE
SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE
TRANSFERABLE OR OTHERWISE DISPOSABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.


 


9.             In
addition to the legends required by Section 8 above, the following legend shall
appear on certificates representing Management Securities (as defined in the
Securities Holders Agreement), provided, that the
Company’s failure to cause certificates representing Management Securities to
bear such legend shall not affect the Company’s Purchase Option described in
Section 4.3 therein:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A PURCHASE OPTION OF THE
COMPANY APPLICABLE TO “MANAGEMENT SECURITIES” AS DESCRIBED IN THE SECURITIES
HOLDERS AGREEMENT, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY.


 


10.           The
undersigned agrees that a notation will be made in the appropriate transfer
records of the Company with respect to the restrictions on transfer of the
Shares required under or pursuant to the Agreements.


 


11.           The
undersigned has executed this Joinder and declare that the information
contained herein is current, complete and accurate and may be relied upon by
the Company.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ William
  P. Walters

  	
   

  
	
   

  	
  William P. Walters

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: August 3, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  TSG HOLDINGS CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Robert M. Jakobe

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert M. Jakobe

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
							



 


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