Redux Letterhead] Redux Holdings, Inc. 11726 San Vicente Blvd., Suite 300 Los Angeles, CA 90049
EXHIBIT
10.2
[Redux
Letterhead]
Redux
Holdings, Inc.
00000
Xxx
Xxxxxxx Xxxx., Xxxxx 000
Los
Angeles, CA 90049
August
31, 2006
Laurus
Master Fund, Ltd. (“Laurus”)
c/o
Laurus Capital Management, LLC
000
Xxxxx Xxx
14th&
17th
Floor
New
York, NY 10022
Re:
Naturade Inc. - Treatment of Claims of Laurus Master Fund, Ltd.
(Laurus)
Dear
Sirs,
This
binding letter agreement confirms the obligation of Redux Holdings, Inc.
concerning the following terms for the treatment of Xxxxxx’s claim in the
case.
1. Allowed
Secured Claim.
Xxxxxx’s claim in the amount of approximately $2.9 million, will be treated as
being fully secured in the case. Laurus will maintain, without modification,
the
liens granted to Laurus pursuant to the Amended and Restated Security and
Purchase Agreement (“Security Agreement”).
2. DIP
Financing.
Laurus will provide to Naturade DIP financing pursuant to the terms and
conditions set forth in the Amended and Restated Secured Revolving Note and
the
Security Agreement. Naturade’s obligations to Xxxxxx pursuant to the Revolving
Note will not be modified in the case.
3.
Pre-Confirmation
Treatment of Term Note Obligations.
Naturade’s obligations to Xxxxxx pursuant to the Amended and Restated Secured
Term Note (“Term Note”) will accrue interest during Naturade’s Chapter 11 case
in accordance with the terms and conditions of the Term Note. No payments of
principal or interest will be made on the Term Note until the first day of
the
first full month following the effective date (“Effective Date”) of a Chapter 11
plan to be filed by Naturade in its case (“Plan”).
4.
Post-Confirmation
Treatment of Term Note Obligations.
Pursuant to Naturade’s Plan, Naturade will satisfy its obligations to Laurus
pursuant to the Term Note, without any modification, except only that (i) the
Maturity Date will be extended by one year, from January 6, 2009 to January
6,
2010, and (ii) Section 1.3 of the Term Note will be revised to provide that,
commencing on the first day of the first full month following the Effective
Date
of the Plan, Naturade will satisfy the Principal Amount of the Term Note by
means of equal monthly payments through the Maturity Date.
5. Redux
Holdings, Inc. Obligation To Fund.
To the extent that the Laurus DIP financing and/or Naturade’s use of Laurus cash
collateral is insufficient, Redux Holdings, Inc. shall be responsible for
funding all payments needed to confirm the plan and for working capital of
Naturade before and after confirmation.
6. Support
for Plan.
Xxxxxx will support the treatment of Xxxxxx’s claims pursuant to Naturade’s
Plan, and will cast a vote in favor of the confirmation of the Plan, provided
that the treatment of Xxxxxx’s claims pursuant to the Plan is materially the
same as that set forth herein.
If
you have any questions or comments regarding any of the foregoing, please call
me. I look forward to working with you to achieve a successful reorganization
of
Naturaade’s financial affairs.
|
Very
truly yours,
|
|
| REDUX HOLDINGS, INC. | |
|
By/s/
Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Chairman of the Board and Chief
Executive
Officer
|
