LETTER AGREEMENT
EXHIBIT B
LETTER AGREEMENT
This Agreement is entered into this 3 day of March, 2006 by and between Thai Xxx
(“Xxx”) with an address at 0 Xxxxxxxxx Xxxxx , Xxxxxxxxx XX 00000 and Xxxx Xxxxxxxxx
(“Alex”) with an address at 000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000.
Xxx hereby agrees to lend to Alex $5,100,000 Dollars (the “Loan”), the proceeds of
which will be used by Alex exclusively to acquire shares of common stock of Arbinet-
theExchange, Inc. (“ARBX”). Such Loan shall be made by Xxx to Xxxx from time to time
promptly at Alex’s request and the purchase of ARBX shares will be at such time and
prices as he determines.
The Loan will be repayable no later than Dec 31, 2006, subject to earlier repayment
from the sale of the ARBX shares which Alex acquires by use of the Loan proceeds (the
“ARBX Shares”). All proceeds from the sale of the ARBX Shares shall be used to repay the
Loan.
In consideration for making the Loan hereunder, Xxx will be entitled to receive
50% of the net gain realized by Alex, with respect to the ARBX Shares. Alex will provide
Xxx with documentation of the purchase price of the ARBX Shares promptly after he
acquires them and will advise Xxx of the sale proceeds after the sale of any ARBX Shares
is consummated. The amount to the gain shall be determined after the ARBX Shares are
sold. Xxx will not share or will be responsible for any losses incurred by Alex with
respect to the ARBX Shares.
The Loan shall be secured by 4,000,000 shares of common stock of Powerhouse
Technologies Group Inc. (“PWHT”) owned by Alex. Such shares will be transferred into an
escrow account to allow for and implement such security. In addition, the ARBX Shares
will serve as additional security with respect to the Loan. In the event the aggregate
market value of the PWHT and the ARBX Shares serving as security equal less than 80% of
the Loan balance then outstanding, sufficient shares of PWHT and/or ARBX will be sold and
the proceeds of such sale used to reduce the Loan balance then outstanding such that
the fair market value of the remaining security is not less that 80% of the outstanding
Loan balance (the”Required Loan Balance”). Alex shall have the right to determine
whether PWHT or ARBX Shares of a combination thereof should be liquidated to pay down the
Loan as required hereunder. Prior to any such sale of PWHT and/or ARBX Shares, Alex will
be provided with 48 hours notice within such time he can make payments on the Loan so
that the balance outstanding will not be greater that the Required Loan Balance. In such
case, no sales of the security will occur.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
| /s/ Xxxx Xxxxxxxxx | ||
| Xxxx Xxxxxxxxx | ||
| /s/ Thai Xxx | ||
| Thai Xxx |
