Exhibit 10.13


 


EXECUTION COPY


 


 


WALLACE CONTRIBUTION AGREEMENT


 


This WALLACE
CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 14, 2004, by
and among DONALD W. WALLACE (“Wallace”), RV ACQUISITION INC., a Delaware
corporation (“Holdings”) and BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a
Delaware limited partnership (“BRS”). 
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Stock Purchase Agreement (as defined below).


 


WHEREAS,
Holdings, LD Holdings, Inc., a Delaware corporation (the “Company”),
Wallace and the other stockholders of the Company are parties to that certain
Stock Purchase Agreement dated as of April 27, 2004 (the “Stock Purchase
Agreement”), pursuant to which Holdings has agreed to purchase
substantially all of the capital stock of the Company (other than the Wallace
Contributed Shares contributed hereunder, the Sellers Contributed Shares and
the Note Shares transferred pursuant to the Wallace Note Agreement);


 


WHEREAS,
pursuant to the terms and conditions of this Agreement, Wallace desires to
contribute certain of his shares of the Company in exchange for newly issued
shares of Holdings; and


 


WHEREAS, the
execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby are conditions precedent to the purchase by Holdings
pursuant to the Stock Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the parties hereto agree as follows.


 


1.                                      Wallace Contribution to Holdings.


 


(a)                                  Contribution.  Wallace agrees to contribute and deliver to
Holdings certificates representing the number of shares of Class A Common Stock
specified on Schedule 1 attached hereto, endorsed in blank or
accompanied by duly executed assignment documents, and in exchange therefore,
Holdings agrees to issue and deliver to Wallace certificates representing the
number of shares of Series A Preferred Stock of Holdings, par value $0.01 per
share (the “Holdings Preferred”), and the number of shares of Common
Stock of Holdings, par value $0.01 per share (the “Holdings Common”),
each as specified on Schedule 1 attached hereto.  The Holdings Common and Holdings Preferred
are sometimes collectively referred to herein as the “Holdings Shares”.


 


(b)                                 Waiver.  Wallace hereby permanently and irrevocably
waives his right to require Holdings to redeem his shares of Holdings Preferred
under Article IV, Section C(3) of the Certificate of Incorporation of Holdings
(the “Certificate of Incorporation”) in the event of an Organic Change (as such
term is defined in the Certificate of Incorporation), except in the event of
Wallace’s death, disability or mental incompetency as provided in Section
351(g)(2)(C)(i)(I) of the Internal Revenue Code of 1986, as amended.  Wallace, BRS and Holdings each hereby 


 
















 


agrees that Wallace’s right to require Holdings to redeem his shares of
Holdings Preferred shall be deemed never to have existed, except in the event
of Wallace’s death, disability or mental incompetency as provided in Section
351(g)(2)(C)(i)(I) of the Internal Revenue Code of 1986, as amended.


 


2.                                      Sellers
Contribution to Holdings.


 


Contemporaneously
with the contribution described in Section 1(a), each of Wallace, Alliance
Holdings, Inc., PPM America Special Investments Fund, L.P., Lion Connecticut
Holdings, Inc. (as successor by merger to Reliastar Financial Corp.), PPM
America Special Investments CBO II, L.P., PB Capital Corporation, and The
Provident Bank (collectively, the “Existing Stockholders”) is agreeing
to contribute and deliver to Holdings certificates representing the number of
shares of Class A Preferred Stock, Class B Preferred Stock and Class A Common
Stock, as applicable, as specified in the Sellers Contribution Agreement,
endorsed in blank or accompanied by duly executed assignment documents, and in
exchange therefore, Holdings is agreeing to issue and deliver to each Existing
Stockholder certificates representing the number of shares of Holdings
Preferred, as applicable, as specified in the Sellers Contribution Agreement,
pursuant to the terms and conditions of the Sellers Contribution Agreement.


 


3.                                      Purchase
by BRS.


 


Contemporaneously
with the contribution described in Section 1(a), BRS is agreeing to purchase
from Holdings and Holdings is agreeing to issue to BRS 4,357,142.86 shares of
the Holdings Common, and 32,242.85714 shares of Holdings Preferred pursuant to
the terms and conditions of the BRS Subscription Agreement dated as of the date
hereof.


 


4.                                      Tax
Reporting.


 


The parties
hereto intend that the transactions described in Section 1, Section 2 and
Section 3 (collectively, the “Exchange”) be characterized in the aggregate as
an exchange under Section 351(a) of the Internal Revenue Code of 1986, as
amended, and agree not to take an inconsistent position on any return or other
document filed with any tax authority except as may be required by law.


 


5.                                      Representations
and Warranties.


 


(a)                                  Representations
and Warranties of Holdings.  Holdings
represents and warrants to the Company and Wallace that its statements
contained in this Section 5(a) are true and correct as of the date of this
Agreement.


 


(i)                                     Organization
of Holdings. Holdings is duly organized, validly existing, and in good
standing under the laws of the State of Delaware.


 


(ii)                                  Authorization
of Transaction and Holdings Shares. 
Holdings has full corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.  Holdings has authorized the issuance of the
Holdings Shares to Wallace pursuant to Section 1.  This Agreement constitutes a valid and
binding obligation of Holdings, 


 


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enforceable in
accordance with its terms and conditions. 
Holdings, to the best of its knowledge, need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions contemplated
by this Agreement, except for certain filings related to the issuance of the
Holdings Shares pursuant to Section 1 necessary to comply with the Act (as
defined below) and applicable state securities laws.


 


(iii)                               Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Holdings is subject or any provision of
its charter or bylaws.


 


(iv)                              Capital
Stock and Related Matters


 


The authorized
capital stock of Holdings consists of 10,000,000 shares of Holdings Common and
100,000 shares of Preferred Stock, par value $0.01 per share, of which 57,000
shares are designated Holdings Preferred. 
Immediately after the Exchange, all of the outstanding shares of
Holdings Common and Holdings Preferred shall be validly issued, fully paid and
nonassessable.


 


(b)                                 Representations
and Warranties of Wallace.  Wallace
represents and warrants to the Company and Holdings that the statements
contained in this Section 5(b) are true and correct as of the date of this
Agreement.


 


(i)                                     Authorization
of Transaction.  This Agreement
constitutes the valid and legally binding obligation of Wallace, enforceable in
accordance with its terms and conditions. Wallace, to his best knowledge, need
not give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement.


 


(ii)                                  Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Wallace is subject.


 


(iii)                               Brokers’
Fees.  Wallace has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the
Company or Holdings could become liable or obligated.


 


(iv)                              Investment.  Wallace is acquiring the Holdings Shares for
his own account and is not acquiring the Holdings Shares with a view to, or for
sale in connection with, any distribution thereof within the meaning of the
Securities Act of 1933 as amended (the “Act”).  Wallace is an “accredited investor” as
defined under rule 501 promulgated under the Act.


 


(v)                                 Sophistication
of Wallace.  Wallace is sophisticated
in financial matters, is able to evaluate the risks and benefits of the
investment in the Holdings Shares, and 


 


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has determined
that such investment in the Holdings Shares is suitable for him, based upon his
financial situation and needs, as well as his other securities holdings.


 


(vi)                              Economic
Risk.  Wallace is able to bear the
economic risk of his investment in the Holdings Shares for an indefinite period
of time and Wallace understands that the Holdings Shares have not been
registered under the Act, and cannot be sold unless subsequently registered
under the Act or unless an exemption from such registration is available.  Wallace acknowledges that each of the
Holdings Shares will be subject to the provisions of the Stockholders
Agreement, dated as of the date hereof, as amended, by and among the Company
and certain other parties thereto.


 


(vii)                           Information.  Wallace has had an opportunity to ask
questions and receive answers concerning the terms and conditions of the
offering of the Holdings Shares and has had full access to such other
information concerning Holdings as Wallace has requested.  Wallace has reviewed, or has had an
opportunity to review, the Certificate of Incorporation of Holdings.


 


6.                                      Post-Closing
Covenants.  Holdings, the Company
and Wallace agree as follows with respect to the period following the
consummation of the transactions described herein.


 


(a)                                  Further
Assurances.  Each party to this
Agreement will take such further action (including the execution and delivery
of such further instruments and documents) as is reasonably necessary to carry
out the purpose of this Agreement as any other party hereto may reasonably
request, all at the sole cost and expense of such requesting party.


 


(b)                                 Legends.  Each Share of the Holdings Shares issued
under this Agreement will be imprinted with the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM REGISTRATION THEREUNDER. 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, SET FORTH IN A STOCKHOLDERS AGREEMENT
DATED AS OF MAY 14, 2004 BETWEEN THE ISSUER AND CERTAIN OTHER PARTIES
THERETO.  A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE.”


 


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7.                                      Miscellaneous.


 


(a)                                  Press
Releases and Public Announcements. 
No party hereto shall issue any press release or make any public
announcement relating to the subject matter of this Agreement without the prior
written approval of Holdings and BRS; provided, that any party hereto may make
any public disclosure it believes in good faith is required by applicable law
(in which case the disclosing party will use its reasonable best efforts to
advise the other parties hereto prior to making the disclosure).


 


(b)                                 Succession
and Assignment.  This Agreement shall
be binding upon and inure to the benefit of the parties named herein and their
respective successors and permitted assigns. No party hereto may assign either
this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of Holdings, Wallace and BRS.


 


(c)                                  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


 


(d)                                 Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(e)                                  Governing
Law. All questions concerning the construction, validity, and
interpretation of this Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.


 


(f)                                    Amendments
and Waivers.  This Agreement may be
amended, or any provision of this Agreement may be waived upon a written
approval, executed by the parties hereto. 
No course of dealing between or among the parties hereto shall be deemed
effective to modify, amend, or discharge any part of this Agreement or any
rights or obligations of any such party or such holder under or by reason of
this Agreement.


 


(g)                                 Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.


 


(h)                                 Construction.  The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party hereto by virtue of the
authorship of any of the provisions of this Agreement.


 


(i)                                     WAIVER
OF JURY TRIAL.  EACH OF THE PARTIES
HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTON OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER 


 


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OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS
HEREUNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND
AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  THE TERMS AND PROVISIONS OF THIS
SECTION 7.1(i) CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THIS AGREEMENT.


 


(j)                                     SUBMISSION
TO JURISDICTION.  EACH OF THE PARTIES
SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN
CHICAGO, ILLINOIS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND AGREES NOT TO BRING ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER
COURT.  EACH OF THE PARTIES WAIVES ANY
DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO
BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF
ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT SERVICE OF SUMMONS
AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN ANY ACTION OR
PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A COPY OF THE
PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND IN THE MANNER
PROVIDED FOR THE GIVING OF NOTICES IN SECTION 13  OF THE STOCK PURCHASE AGREEMENT. NOTHING IN THIS SECTION
7.1(j), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.  EACH
PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL
BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.


 


*     *     *    
*


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


	
   

  	
  RV ACQUISITION
  INC.

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Sheppard

  	
   

  
	
   

  	
   

  	
  Name:  Nicholas Sheppard

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRUCKMANN,
  ROSSER, SHERRILL & CO. II,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BRS
  Partners, Limited Partnership

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE
  Associates, Inc.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom
  Baldwin

  	
   

  
	
   

  	
   

  	
  Name:  Tom Baldwin

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Donald
  W. Wallace

  	
   

  
	
   

  	
  Donald W.
  Wallace

  



 
















 


SCHEDULE 1


 


WALLACE CONTRIBUTION


 


	
  CONTRIBUTED CLASS A

  COMMON STOCK

  	
   

  	
  ISSUED HOLDINGS COMMON

  	
   

  	
  ISSUED HOLDINGS

  PREFERRED

  	
   

  
	
  41,110.2134

  	
   

  	
  531,915

  	
   

  	
  4,468.085

  	
   

  



 


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