Exhibit 4.3.a.
INSIDER LETTER
July 12, 2006
--
Viceroy Acquisition Corporation
8235 Forsyth Boulevard
Suite 400
St. Louis, Missouri 63105
CRT Capital Group LLC
262 Harbor Drive
Stamford
Connecticut 06902
KBC Peel Hunt Ltd
111 Old Broad Street
London
EC2N 1PH
Re: Offering of Units
---------------------
Gentlemen:
The undersigned shareholder and director of Viceroy Acquisition
Corporation (the "COMPANY"), in consideration of CRT Capital Group LLC
("CRT") and KBC Peel Hunt Ltd ("KBC") agreeing to act as placement agents in
the offering ("OFFERING") of 22,500,000 units (the "UNITS"), each Unit
consisting of one share of common stock in the capital of the Company, par
value $0.0001 per share (the "SHARES"), and one warrant (the "WARRANTS"),
each Warrant entitling the holder to purchase one Share, as more
particularly explained in the offering circular of the Company in connection
with such Offering (the "OFFERING CIRCULAR") and embarking on the placement
process, hereby agrees as follows:
1. Until the earlier of (a) the completion by the Company of a
Qualified Business Combination and (b) the distribution of all amounts held
in the Trust Fund following the failure by the Company to complete a
Qualified Business Combination by the Qualified Business Combination
Deadline, to the extent the Company solicits the approval of its
shareholders for a Business Combination, the undersigned irrevocably agrees
to vote all Founding Shares owned by him and the Shares included in Units
purchased by the undersigned in the Offering in accordance with the majority
of the votes cast by the New Shareholders.
2. In the event that the Company fails to complete a Business
Combination by the Qualified Business Combination Deadline, the undersigned
will take all reasonable actions
-1-
within his power to cause the Company to liquidate as soon as reasonably
practicable. On such a liquidation, the undersigned hereby waives any and
all right, title, interest or claim of any kind in or to any distribution of
the funds held in the Trust Fund as a result of such liquidation with
respect to his Founding Shares (any such right, title, interest or claim, a
"CLAIM") and hereby waives any Claim he may have in the future as a result
of, or arising out of, any contracts or agreements with the Company in
respect of his Founding Shares and will not seek recourse against the Trust
Fund for any reason whatsoever in respect of his Founding Shares.
3. In order to minimize potential conflicts of interest which
may arise from multiple corporate affiliations, the undersigned agrees to
present to the Company for its consideration, prior to presentation to any
other person or entity, any suitable opportunity to acquire a Target Business,
until the earlier of (a) the completion by the Company of a Qualified Business
Combination, (b) the distribution of all amounts held in the Trust Fund
following the failure by the Company to complete a Qualified Business
Combination by the Qualified Business Combination Deadline, and (c) such time
as the undersigned ceases to be either an officer or a director of the
Company, subject to any pre-existing fiduciary or contractual obligations the
undersigned might have.
4. The undersigned acknowledges and agrees that until the earlier
of (a) the completion by the Company of a Qualified Business Combination and
(b) the distribution of all amounts held in the Trust Fund following the
failure by the Company to complete a Qualified Business Combination by the
Qualified Business Combination Deadline, the Company will not complete any
Business Combination which involves an entity which is affiliated with the
undersigned unless the Company obtains an opinion from an independent
investment banking firm which is a member of the National Association of
Securities Dealers, Inc. (such firm being reasonably acceptable to each of
CRT and KBC) that the Business Combination is fair to the Company's
shareholders from a financial perspective.
5. Until the completion by the Company of a Business Combination
neither the undersigned, any member of the family of the undersigned, nor
any affiliate of the undersigned will be entitled to receive, and will not
accept, any compensation for services rendered to the Company prior to such
Business Combination; provided that the undersigned shall be entitled to
reimbursement from the Company (out of the funds not held in the Trust Fund)
for his reasonable out-of-pocket expenses incurred in connection with
seeking and completing any Business Combination. Upon completion of a
Business Combination, the Company may enter into an employment agreement
with the undersigned for the payment of reasonable compensation, provided
that such compensation may not be paid from the Trust Fund except to the
extent approved by the shareholders of the Company in connection with such
Business Combination.
6. Until the earlier of (a) the completion by the Company of a
Qualified Business Combination and (b) the distribution of all amounts held in
the Trust Fund following the failure by the Company to complete a Qualified
Business Combination by the Qualified Business Combination Deadline, neither
the undersigned, any member of the family of the undersigned, nor any
affiliate of the undersigned will be entitled to receive or accept a finder's
fee or any other
-2-
compensation in the event the undersigned, any member of the family of the
undersigned or any affiliate of the undersigned originates a Business
Combination.
7. The undersigned agrees to enter into an escrow agreement
with the Company and an escrow agent (such escrow agent being reasonably
acceptable to each of CRT and KBC) with respect to his Founding Shares whereby
his Founding Shares will be held in escrow for a three-year period commencing
on the Admission Date. The undersigned agrees not to amend the terms of any
escrow agreement entered into without the prior written consent of each of CRT
and KBC.
8. (a) The undersigned agrees, for the purposes of, and subject
to the provisions of, Rule 7 of the AIM Rules (as further described in the
Offering Circular) and the Rule 7 Lock-in Deed, dated as of the date hereof
and executed by the undersigned, not to dispose of any interest in the Shares
or Warrants held by the undersigned, whensoever such Shares or Warrants were
purchased, for the period of one year from the Admission Date.
(b) The undersigned further agrees that he will not sell
or otherwise dispose of any securities of the Company owned by him including
the Shares and Warrants, except pursuant to a registration statement under
the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") or
pursuant to an exemption from such registration; provided, however, that in
the case of any sale or disposition otherwise than pursuant to a
registration statement, the undersigned shall take such steps, including
without limitation legending the certificates representing the securities,
to make sure that the securities may be segregated from the pool of
securities that are or may become tradeable in the U.S free of any
restrictions. Additionally, the undersigned will not engage in any hedging
transactions involving the securities of the Company owned by him (including
the Shares and Warrants) other than in compliance with the Securities Act.
9. The undersigned agrees to be the chairman and a member of the
board of directors of the Company until the earlier of (a) the completion by
the Company of a Qualified Business Combination, or (b) the distribution of
all amounts held in the Trust Fund following the failure by the Company to
complete a Qualified Business Combination by the Qualified Business
Combination Deadline. The undersigned's biographical information furnished
to the Company and CRT and attached hereto as Exhibit A is true and accurate
in all respects, does not omit any material information with respect to the
undersigned's background and contains all of the information required to be
disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
Securities Act, in a registration statement filed under the Securities Act
or to be contained in the Admission Document prepared for the purposes of
the rules and regulations of AIM. The undersigned represents and warrants
that:
(a) he is not subject to or a respondent in any legal
action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;
(b) he has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to
any dealings in any securities and he is not currently a defendant in any
such
-3-
criminal proceeding; and
(c) he has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or
revoked.
10. The undersigned has full right and power, without violating
any agreement by which he is bound, to enter into this letter agreement and to
serve as chairman and a member of the board of directors of the Company.
11. The undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to CRT and KBC and
their legal representatives or agents (including any investigative search firm
retained by CRT or KBC) any information they may have about the undersigned's
background and finances ("INFORMATION"). Neither CRT, KBC nor their agents
shall be violating the undersigned's right of privacy in any matter in
requesting and obtaining the Information and the undersigned hereby releases
them from liability for any damage whatsoever in that connection. The
Information obtained shall be kept confidential in perpetuity by CRT, KBC and
their legal representatives and agents except as required by law or by
judicial order.
12. Capitalized terms used but not defined in this letter have the
meanings given to them in the Offering Circular.
13. This letter shall be governed in all respects by the laws of
the State of New York.
PAUL ANTHONY NOVELLY
/s/ Paul Anthony Novelly
-----------------------------------
Signature
-4-
EXHIBIT A
PAUL ANTHONY NOVELLY has been the Company's Chairman since inception. Mr.
Novelly has been chairman and chief executive officer of Apex Oil Company,
Inc. ("APEX"), a privately-held company based in St. Louis engaged in
wholesale marketing, storage and distribution of petroleum products, since
1995 and was president and chief executive officer from 1979 to 1994. Mr.
Novelly, his family and certain of their affiliates currently hold
approximately 89% of the equity interest in Apex. Apex and its subsidiaries
are involved in the trading, storage, marketing and transportation of
petroleum products, including liquid terminal facilities in the Midwest and
Eastern United States, and towboat and barge operations on the inland
waterway system. Mr. Novelly is president and a director of AIC Limited, a
Bermuda-based oil trading company, chairman of World Point Terminals Inc., a
publicly-held Canadian company based in Calgary, which owns and operates
petroleum storage facilities in the Netherlands, Bahamas and United States,
and chief executive officer of St. Albans Global Management, Limited
Partnership, LLP, which provides corporate management services. Mr. Novelly,
his family and certain of their affiliates currently hold approximately 51%
of the equity interest in World Point Terminals Inc. He has served on boards
of directors for numerous public companies, including current directorships
at The Bear Stearns Companies Inc., a broker-dealer and global securities
and investment firm, Intrawest Corporation, a company that is a world leader
in destination resorts and adventure travel, and Boss Holdings, Inc., a
distributor of work gloves, boots and rainwear and other consumer products.
Mr. Novelly was president and chief executive officer of Apex Oil Company
when Apex Oil Company and 51 of its subsidiaries and affiliates filed for
protection under Chapter 11 of the United States Bankruptcy Code on December
24, 1987. During these bankruptcy proceedings and prior to emerging from
bankruptcy, Apex Oil Company sold the Clark Oil & Refining Corporation
operations and other non-core assets (including the Copper Mountain ski
resort) to AOC Acquisition Corporation, a company owned 60% by The Horsham
Corporation and 40% by Mr. Novelly and Mr. Samuel Goldstein and their
families. AOC Acquisition Corporation completed this acquisition in a
two-step process. First, it acquired an option to purchase the $545 million
of secured debt owed by Apex Oil Company to its secured lender group for an
aggregate consideration of $413 million. It then negotiated the acquisition
of these Clark Oil & Refining Corporation's operations and other non-core
assets from Apex Oil Company, which sale was approved by the Apex Oil
Company creditors' committee and the Bankruptcy Court. This sale was
consummated in November 1988. Apex Oil Company, Inc., as successor to Apex
Oil Company, emerged from bankruptcy on August 30, 1990.
-5-