REDEMPTION AGREEMENT
Exhibit 10.15
This
Redemption Agreement (this “Agreement”) is
entered into as of November 7, 2007, between Hythiam, Inc., a Delaware
corporation (the “Company”), and
Highbridge International LLC, a limited liability company organized under the
laws of the Cayman Islands (“Highbridge”).
RECITALS
A. The
Company and Highbridge entered into a Securities Purchase Agreement dated
January 17, 2007 (the “Note Agreement”)
whereby the Company sold Highbridge a $10 million Senior Secured Note issued on
January 18, 2007 (the “Note”);
B. The
Company and Highbridge have entered into a Securities Purchase Agreement
concurrently herewith (the “Stock Agreement”),
pursuant to which Highbridge is purchasing a total of 2,160,752 Shares (as
defined in the Stock Agreement) and 540,188 Warrant Shares (as defined in the
Stock Agreement) for an aggregate Subscription Amount (as defined in the Stock
Agreement) of $10,350,002.08; and
C. The
Company desires to redeem $5,000,000 Principal amount of the Note at the
applicable Company Optional Redemption Price with a portion of the Subscription
Amount owed by Highbridge under the Stock Agreement.
D. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Note.
AGREEMENT
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1.
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Notwithstanding the provisions of the Note and the other
Transaction Documents, pursuant to Section 5 of the Note, the Company
hereby agrees to redeem $5,000,000 Principal amount of the Note at the
applicable Company Optional Redemption Price of 107% of the Principal
amount of the Note to be redeemed, plus accrued and unpaid interest
thereon through the Company Optional Redemption Date in an amount equal to
$32,294.52, which for purposes of the Company Optional Redemption
contemplated by this Agreement shall occur concurrently with the closing
of the transactions contemplated by the Stock
Agreement.
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2.
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The
Company and Highbridge hereby agree that the payment of the Company
Optional Redemption Price pursuant to paragraph 1 above shall be made by a
reduction in the funds required to be paid by Highbridge under the Stock
Agreement.
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3.
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With
respect to the Company Optional Redemption provided for under paragraph 1
above, the Company and Highbridge hereby waive each of their respective
rights to any notice, deliverables or other required mechanics of
redemption under the Note and the Note Agreement and waive any other
provisions of the Note and Note Agreement as necessary in order to
effectuate the purpose and effect of the transactions contemplated
herein.
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4.
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The
parties hereto confirm that the remaining Principal amount of the Note is
$5,000,000 and shall in all other respects remain in full force and
effect.
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IN
WITNESS WHEREOF, the parties have caused their respective signature page to this
Redemption Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
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HYTHIAM,
INC.
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HIGHBRIDGE
INTERNATIONAL LLC
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By:
HIGHBRIDGE CAPITAL
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MANAGEMENT,
LLC,
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its
Trading Manager
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By: /s/
Xxxxx Xxxxx
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By: /s/
Xxxx X. Chill
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Name: Xxxxx
Xxxxx
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Name: Xxxx
X. Chill
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Title: Chief
Financial Officer
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Title: Managing
Director
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