Rtnt Right Of First Refusal Agreement - SOUTHWEST WATER CO - 8-7-1998 by SWWC-Agreements

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									EXHIBIT 10.12A FIRST AMENDMENT OF RTNT RIGHT OF FIRST REFUSAL AGREEMENT AND RTNT CALL PURCHASE AGREEMENT This First Amendment of RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement is made and entered into by RTNT, Inc., a Texas Corporation ("RTNT') and Southwest Water Company, Inc., a Delaware Corporation ("SWWC") to be effective the 22nd day of May 1998. RECITALS WHEREAS, SWWC and RTNT have previously entered into an RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement ("RTNT Call Agreement") which was executed as of May 23, 1996; and WHEREAS this RTNT Call Agreement placed certain restrictions on stock in Windermere Utility Co., Inc. ("WUC") held by SWWC; and WHEREAS this RTNT Call Agreement gave RTNT certain rights to the WUC stock held by SWWC; and WHEREAS the RTNT Call Agreement had certain time periods in which the rights of RTNT were operative; and WHEREAS SWWC and RTNT also entered into a "SWWC Right of First Refusal and SWWC Call Purchase Agreement" ("SWWC Call Agreement"); and WHEREAS the parties hereto being the parties to the SWWC Call Agreement and the RTNT Call Agreement, for various reasons wish to extend all the time periods for the exercise of the various rights of RTNT under the RTNT Call Agreement; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and ten dollars ($10.00) and other good and valuable consideration hereinafter set forth and for other good and valuable consideration including but not limited to the promises of the parties, the parties hereby agree as follows: 1. (a) The first sentence of Paragraph 1 of the RTNT Call Agreement which is entitled "Restriction on SWWC Stock" shall be amended to read as follows: "SWWC shall not sell, transfer, assign, or otherwise dispose of the SWWC WUC stock or any portion thereof to any person or entity for period ending on December 31, 1998 plus the period of closing which may be required pursuant to this RTNT Call Agreement for RTNT to close the purchase of thc SWWC WUC stock upon which it exercises its right to purchase within said period ending on December 31. 1998." (b) The last sentence of Paragraph 1 of the RTNT Call Agreement which Is entitled "Restriction on SWWC Stock" shall be amended to read as follows: 1

"Any pledge of the SWWC WUC stock shall specifically state that it can be released within the first twelve (12) months for the Three Million Six Hundred Thousand Dollar ($3,600,000.00) call amount and in the thirteenth (13th) through the twenty-fourth (24th) month for the Three Million Seven Hundred Twenty Thousand Dollar ($3,720,000.00) call amount and within the months June 1998 through December 1998 for the Three Million Seven Hundred Twenty Thousand Dollar ($3,720,000.00) call amount plus Thirty Thousand Dollars ($30,000.00) for each month that has. elapsed before the exercise of the option as set forth herein (i.e. $3,720,000.00 plus $30,000.00 if the option is exercised in June 1998; $3,720,000.00 plus $60,000.00 if the option is exercised in July 1998, etc.) in Paragraph 2 below.

"Any pledge of the SWWC WUC stock shall specifically state that it can be released within the first twelve (12) months for the Three Million Six Hundred Thousand Dollar ($3,600,000.00) call amount and in the thirteenth (13th) through the twenty-fourth (24th) month for the Three Million Seven Hundred Twenty Thousand Dollar ($3,720,000.00) call amount and within the months June 1998 through December 1998 for the Three Million Seven Hundred Twenty Thousand Dollar ($3,720,000.00) call amount plus Thirty Thousand Dollars ($30,000.00) for each month that has. elapsed before the exercise of the option as set forth herein (i.e. $3,720,000.00 plus $30,000.00 if the option is exercised in June 1998; $3,720,000.00 plus $60,000.00 if the option is exercised in July 1998, etc.) in Paragraph 2 below. 2. The provisions of Paragraph 2 of the RTNT Call Agreement which is entitled "Call by RTNT," specifically, the first two sentences of Paragraph 2 of the RTNT Call Agreement shall be amended to read as follows: "RTNT shall have, for a period ending on December 31, 1998, the right to require SWWC to sell all of the SWWC WUC stock to RTNT. The purchase price for a sale that is initiated (under the closing procedure set out below) within the first three hundred sixty-five (365) days after the date hereof shall be Three Million Six Hundred Thousand Dollars ($3,600,000.00) and the purchase price for a sale that is initiated (under the closing procedures set out below) within the period beginning on the three hundred sixty-sixth (366th) day and ending on the seven hundred thirtieth (730th) day after the date hereof shall be Three Million Seven Hundred Twenty Thousand Dollars ($3,720,000.00) and for an option price after the seven hundred thirtieth (730th) day and continuing until December 31, 1998, the price shall be as follows: Three Million Seven Hundred Twenty Thousand Dollars ($3,720,000.00) plus Thirty Thousand Dollars ($30,000.00) per each month following May 1998 for each month which passes before the exercise of the option by RTNT (i.e. $3,720,000 00 plus $30,000.00 if the option exercise Is in June 1998; $3,720,000.00 plus $60,000.00 if the option exercise is in July 1998, etc.)." 3. The first two sentences of Paragraph 5 of the RTNT Call Agreement which is entitled "Offer to SWWC" shall be amended to read a follows: "In the period following the expiration of the RTNT Call Purchase Provision on December 31, 1998, RTNT shall have a Right of First Refusal as set forth below. SWVWC shall, after thc expiration of such period terminating on December 31, 1998, not sell, transfer, assign, or otherwise dispose of the SWWC WUC Stock or any portion thereof to any person and/or entity except as provided herein." 4. The RTNT Call Agreement, the RTNT Call Agreement, the First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement, the First Amendment to RTNT Right of First Refusal Agreement, and the Equity Agreement and the documents referred to therein, (a) constitute the entire agreement among the parties and supercede all prior agreements and understanding, both written and oral, among the parties with respect to the subject matter hereof, (b) may be executed in several counterparts, each of which shall constitute one and the same instrument, (c) except as expressly set forth herein, shall inure to the benefit of, and be binding upon, the successors, assigns. legal representatives, administrators, and heirs of each party and are not intended to confer upon any person other than the parties and their successors assigns, legal representatives, administrators, and heirs any rights or remedies hereunder, and (d) shall be governed in all respects. including validity, 2

interpretation, and effect by the laws of the state of Texas. The captions in this First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement are for convenience of reference only and shall not affect its interpretation in any respect. 5. Any notice consent or communication required or permitted to be given under this First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement must be in writing and delivered to a person or by confirmed facsimile or by registered mail, return receipt requested. postage prepaid addressee restricted as follows: To: RTNT, Inc.,

interpretation, and effect by the laws of the state of Texas. The captions in this First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement are for convenience of reference only and shall not affect its interpretation in any respect. 5. Any notice consent or communication required or permitted to be given under this First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement must be in writing and delivered to a person or by confirmed facsimile or by registered mail, return receipt requested. postage prepaid addressee restricted as follows: To: RTNT, Inc., P.O. Box 161173 Austin Texas 78716 (tel.) 512-327-0869 (fax) 512-327-0869 To: Southwest Water Company 225 North Barranca Avenue Suite 200 West Covina California 91791-1605 (tel.) 626-915 1551 (fax) 626-915-1558 ANY SUCH NOTICE CONSENT OR OTHER COMMUNICATION SHALL BE DEEMED GIVEN WHEN DELIVERED IN PERSON OR SENT BY CONFIRMED FACSIMILE OR IF MAILED, FIVE (5) DAYS AFTER MAILING. 6. Any provision of this First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement which is prohibited or unenforceable in any jurisdiction as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 7. This First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement shall be subject to the RTNT and SWWC Arbitration Agreement dated to be effective the 23rd of May 1996. 8. This First Amendment to RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement shall be binding upon and inure to the benefit of SWWC and RTNT and their respective successors, representatives and assigns. 9. For purposes hereof, a facsimile copy of this First Amendment of RTNT Right of First Refusal and RTNT Call Purchase Agreement including the signature pages hereto shall be deemed to be an original. Notwithstanding the forgoing, the parties shall deliver original execution copies of this First Amendment of RTNT Right of First Refusal and RTNT Call Purchase Agreement to one another immediately after execution. 3

Executed as of the 22nd day of May 1998. RTNT, INC., a Texas Corporation
By: /s/ Thom W. Farrell ------------------THOM W. FARRELL, PRESIDENT

SOUTHWEST WATER COMPANY
By: /s/ Anton C. Garnier

Executed as of the 22nd day of May 1998. RTNT, INC., a Texas Corporation
By: /s/ Thom W. Farrell ------------------THOM W. FARRELL, PRESIDENT

SOUTHWEST WATER COMPANY
By: /s/ Anton C. Garnier -------------------ANTON C. GARNIER, PRESIDENT

ATTEST: /s/ Peter J. Moerbeek --------------------PETER MOERBEEK, VICE PRESIDENT AND SECRETARY

4

EXHIBIT 10.12B FIRST AMENDMENT OF SWWC RIGHT OF FIRST REFUSAL AGREEMENT AND SWWC CALL PURCHASE AGREEMENT This First Amendment of SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement is made and entered into by RTNT, Inc., a Texas Corporation ("RTNT') and Southwest Water Company, Inc., a Delaware Corporation ("SWWC") to be effective the 22nd day of May 1998. RECITALS WHEREAS, SWWC and RTNT have previously entered into an SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement ("SWWC Call Agreement") which was executed as of May 23, 1996; and WHEREAS this SWWC Call Agreement placed certain restrictions on stock in Windermere Utility Co., Inc. ("WUC") held by RTNT; and WHEREAS this SWWC Call Agreement gave SWWC certain rights to the WUC stock held by RTNT; and WHEREAS the SWWC Call Agreement had certain time periods in which the rights of RTNT were operative; and WHEREAS SWWC and RTNT also entered into a "RTNT Right of First Refusal and RTNT Call Purchase Agreement" ("SWWC Call Agreement"); and WHEREAS the parties hereto being the parties to the SWWC Call Agreement and the RTNT Call Agreement, for various reasons wish to extend all the time periods for the exercise of the various rights of SWWC under the SWWC Call Agreement; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and ten dollars

EXHIBIT 10.12B FIRST AMENDMENT OF SWWC RIGHT OF FIRST REFUSAL AGREEMENT AND SWWC CALL PURCHASE AGREEMENT This First Amendment of SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement is made and entered into by RTNT, Inc., a Texas Corporation ("RTNT') and Southwest Water Company, Inc., a Delaware Corporation ("SWWC") to be effective the 22nd day of May 1998. RECITALS WHEREAS, SWWC and RTNT have previously entered into an SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement ("SWWC Call Agreement") which was executed as of May 23, 1996; and WHEREAS this SWWC Call Agreement placed certain restrictions on stock in Windermere Utility Co., Inc. ("WUC") held by RTNT; and WHEREAS this SWWC Call Agreement gave SWWC certain rights to the WUC stock held by RTNT; and WHEREAS the SWWC Call Agreement had certain time periods in which the rights of RTNT were operative; and WHEREAS SWWC and RTNT also entered into a "RTNT Right of First Refusal and RTNT Call Purchase Agreement" ("SWWC Call Agreement"); and WHEREAS the parties hereto being the parties to the SWWC Call Agreement and the RTNT Call Agreement, for various reasons wish to extend all the time periods for the exercise of the various rights of SWWC under the SWWC Call Agreement; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and ten dollars ($10.00) and other good and valuable consideration hereinafter set forth and for other good and valuable consideration including but not limited to the promises of the parties, the parties hereby agree as follows: 1. The first sentence of Paragraph 1 of the SWWC RTNT Call Agreement which is entitled "Restriction on RTNT Stock" shall be amended to read as follows: "RTNT shall not sell, transfer, assign, or otherwise dispose of the RTNT WUC stock or any portion thereof to any person or entity for period ending two hundred ten (210) days after the third anniversary of the date hereof." 2. The provisions of Paragraph 2 of the SWWC Call Agreement which is entitled "Call by SWWC," specifically, the first sentence of Paragraph 2 of the SWWC Call Agreement shall be amended to read as follows: 1

SWWC shall have, for a period beginning on the day after December 31, 1998 and ending two hundred ten (210) days after the third anniversary date of this SWWC Call Agreement, the right to require RTNT to sell all of the RTNT WUC stock it owns in WUC at that time." 3. Paragraph 3 of the SWWC Call Agreement which is entitled "Offer to RTNT" shall be amended by amending the first sentence to read as follows: "RTNT shall, after such two hundred ten (210) days following the third anniversary hereof, not sell, transfer, assign, or otherwise dispose of the RTNT WUC Stock or any portion thereof to any person and/or entity except as provided herein." 4. The first sentence of Paragraph 4 of the SWWC Call Agreement entitled "RTNT Call Agreement: shall be

SWWC shall have, for a period beginning on the day after December 31, 1998 and ending two hundred ten (210) days after the third anniversary date of this SWWC Call Agreement, the right to require RTNT to sell all of the RTNT WUC stock it owns in WUC at that time." 3. Paragraph 3 of the SWWC Call Agreement which is entitled "Offer to RTNT" shall be amended by amending the first sentence to read as follows: "RTNT shall, after such two hundred ten (210) days following the third anniversary hereof, not sell, transfer, assign, or otherwise dispose of the RTNT WUC Stock or any portion thereof to any person and/or entity except as provided herein." 4. The first sentence of Paragraph 4 of the SWWC Call Agreement entitled "RTNT Call Agreement: shall be amended as follows: "The provisions of Paragraphs 1, 2, and 3 above have no further effect if prior to December 31, 1998 exercises its right to call upon SWWC to sell all of its stock in WUC pursuant to the RTNT Right of First Refusal Agreement and RTNT Call Purchase Agreement of even date herewith and closes and funds said purchase." 5. The SWWC Call Agreement, the RTNT Call Agreement, the First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement, and the Equity Agreement and the documents referred to therein, (a) constitute the entire agreement among the parties and supercede all prior agreements and understanding, both written and oral, among the parties with respect to the subject matter hereof, (b) may be executed in several counterparts, each of which shall constitute one and the same instrument, (c) except as expressly set forth herein, shall inure to the benefit of, and be binding upon, the successors, assigns. legal representatives, administrators, and heirs of each party and are not intended to confer upon any person other than the parties and their successors assigns, legal representatives, administrators, and heirs any rights or remedies hereunder, and (d) shall be governed in all respects. including validity, interpretation, and effect by the laws of the state of Texas. The captions in this First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement are for convenience of reference only and shall not affect its interpretation in any respect. 6. Any notice consent or communication required or permitted to be given under this First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement must be in writing and delivered to a person or by confirmed facsimile or by registered mail, return receipt requested, postage prepaid addressee restricted as follows: To: RTNT, Inc., P.O. Box 161173 Austin Texas 78716 (tel.) 512-327-0869 (fax) 512-327-0869 To: Southwest Water Company 225 North Barranca Avenue Suite 200 West Covina California 91791-1605 (tel.) 626-915 1551 (fax) 626-915-1558 2

ANY SUCH NOTICE CONSENT OR OTHER COMMUNICATION SHALL BE DEEMED GIVEN WHEN DELIVERED IN PERSON OR SENT BY CONFIRMED FACSIMILE OR IF MAILED, FIVE (5) DAYS AFTER MAILING. 6. Any provision of this First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement which is prohibited or unenforceable in any jurisdiction as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement and any such

ANY SUCH NOTICE CONSENT OR OTHER COMMUNICATION SHALL BE DEEMED GIVEN WHEN DELIVERED IN PERSON OR SENT BY CONFIRMED FACSIMILE OR IF MAILED, FIVE (5) DAYS AFTER MAILING. 6. Any provision of this First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement which is prohibited or unenforceable in any jurisdiction as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 7. This First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement shall be subject to the RTNT and SWWC Arbitration Agreement dated to be effective the 23rd of May 1996. 8. This First Amendment to SWWC Right of First Refusal Agreement and SWWC Call Purchase Agreement shall be binding upon and inure to the benefit of SWWC and RTNT and their respective successors, representatives and assigns. 9. For purposes hereof, a facsimile copy of this First Amendment of SWWC Right of First Refusal and SWWC Call Purchase Agreement including the signature pages hereto, shall be deemed to be an original. Notwithstanding the forgoing, the parties shall deliver original execution copies of this First Amendment of SWWC Right of First Refusal and SWWC Call Purchase Agreement to one another immediately after execution. Executed as of the 22nd day of May 1998. RTNT, INC., a Texas Corporation
By: /s/ Thom W. Farrell ------------------THOM W. FARRELL, PRESIDENT

SOUTHWEST WATER COMPANY
By: /s/ Anton C. Garnier -------------------ANTON C. GARNIER, PRESIDENT

ATTEST: /s/ Peter J. Moerbeek --------------------PETER MOERBEEK, VICE PRESIDENT AND SECRETARY

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ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES

6 MOS DEC 31 1998 JAN 01 1998 JUN 30 1998 289,000 0 9,492,000 705,000

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS DEC 31 1998 JAN 01 1998 JUN 30 1998 289,000 0 9,492,000 705,000 0 11,857,000 144,298,000 38,792,000 126,451,000 12,173,000 29,800,000 0 517,000 33,000 32,617,000 126,451,000 0 34,278,000 0 31,072,000 (187,000) 95,000 1,584,000 1,847,000 739,000 1,108,000 0 0 0 1,108,000 0.33 0.32


								
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