EXHIBIT 10.25
FIBERCORE, INC.
000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
June 5, 2002
RIVERVIEW GROUP, LLC
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxx
XXXXXXXX & CO.
FOREVERGREEN PARTNERS
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxx
Re: 5% Convertible Subordinated Debentures and Warrants of Fibercore, Inc.
----------------------------------------------------------------------
Dear Investors:
In consideration for each of you agreeing to:
(i) waive Events of Default (as that term is defined in the
above-referenced debentures (the "Debentures")), if any, arising from
FiberCore, Inc.'s (the "Company") failure to redeem $500,000, in the
aggregate, of the Debentures on or before June 1, 2002 (the "June
Redemption Payment");
(ii) waive Events of Default, if any, that otherwise would have occurred as
a result of the Company's failure to cause the registration statement
registering the shares underlying the Debentures and warrants issued
in connection therewith to be declared effective on or prior to June
1, 2002;
(iii) waive your right to receive liquidated damages from the Company
pursuant to Section 3(f) of that certain Registration Rights Agreement
(the "Registration Rights Agreement") entered into in connection with
the issuance of the Debentures that otherwise would have accrued prior
to June 3, 2002; and
(iv) receive, in lieu of your pro-rata portion of the June Redemption
Payment:
(A) a debenture (collectively, the "New Debentures") with a Set Price
(as defined in the Debentures) of $0.5593 (subject to adjustment
therein) and face principal amount equal to your pro-rata share
of the June Redemption Payment, otherwise identical to the
Debentures; and
(B) a warrant (collectively, the "New Warrants") to purchase up to a
number of shares of the Company's common stock equal to your
pro-rata share, based upon the June Redemption Payment, of
245,821, with an exercise price of $.6102, otherwise identical to
the Warrant issued in connection with the Convertible
Subordinated Debentures and Warrants Purchase Agreement (the
"Purchase Agreement"), dated July 15, 2002, pursuant to which the
Debentures were issued;
the Company hereby acknowledges and agrees that Section 1.1(a)(ii) of the
Purchase Agreement is hereby deleted in its entirety and of no further force or
effect.
The parties further agree and acknowledge that the New Debentures, the
shares of common stock underlying the New Debentures, the New Warrants and the
shares of common stock underlying the New Warrants shall be subject to the terms
and conditions of the Purchase Agreement and the exhibits thereto (including,
but not limited to, any registration rights) as if the New Debentures and New
Warrants were issued pursuant to Section 1.4 of the Purchase Agreement, Mutatis
Mutandis, and the date hereof shall be deemed the Subsequent Closing Date as to
the New Debentures and New Warrants. Notwithstanding the fact that no warrants
were to be issued pursuant to Section 1.4 of the Purchase Agreement, the holder
of the New Warrants shall be deemed to have the same rights under the Purchase
Agreement and the exhibits thereto, including registration rights with respect
to the shares issuable thereunder, as a holder of the New Debentures.
Please indicate your agreement with the foregoing by executing a copy of
this letter and returning it to the undersigned.
Very truly yours,
FIBERCORE, INC.
By:__________________________
Name:
Title:
ACCEPTED AND AGREED TO:
RIVERVIEW GROUP, LLC LATERMAN & CO.
By: __________________________ By:__________________________
Name: Name:
Title: Title:
FOREVERGREEN PARTNERS
By: __________________________
Name:
Title:
