FiberCore, Inc.
000 Xxxxxxxxx Xx. X. X. Xxx 000 Xxxxxxxx, XX 00000
June 9, 2000
Xx. Xxx Xxxx
Crescent International Ltd.
c/o GreenLight (Switzerland) SA
84, av Louis-Casai, X.X. Xxx 00
0000 Xxxxxx, Xxxxxxxx
Xxxxxxxxxxx
Re: Pledge Agreement between Crescent International Ltd.
and FiberCore, Inc.
Dear Xxx:
This letter agreement is to confirm the understanding that we
reached orally on June 8, 2000. Terms not defined herein have meanings ascribed
to them in the Convertible Note issued by FiberCore, Inc. ("FiberCore") to
Crescent International Ltd. ("Crescent"), dated as of June 9, 2000.
1. With regard to the Share Pledge Agreement between FiberCore
and Crescent (the "Pledge Agreement"), if at any time
FiberCore offers Crescent collateral reasonably acceptable to
Crescent as a substitute for the pledge of shares pursuant to
the Pledge Agreement, then FiberCore and Crescent shall
terminate the Pledge Agreement and shall simultaneously amend
the Security Agreement between FiberCore Jena GmbH, a wholly
owned subsidiary of FiberCore, and Crescent, dated as of June
9, 2000 (the "Security Agreement") to add such substitute
collateral to the Collateral provided for in the Security
Agreement.
2. If, at any time after the execution of the Pledge Agreement,
Crescent, in its sole discretion, determines that Sections 30
and 31 of the GmbHG (German Limited Liabilities Companies Act)
do not prevent Crescent from foreclosing on the full Book
Value of the Collateral, and FiberCore provides a legal
opinion of counsel to such effect, then Crescent and FiberCore
shall terminate the Pledge Agreement. Notwithstanding such
termination, the Security Agreement as so amended shall remain
in full force and effect.
This letter agreement shall be binding on FiberCore and Crescent. If
the terms of this letter correctly reflect our agreement, please sign this
letter agreement and fax it to Cadwalader Xxxxxxxxxx and Xxxx, Attn: Xxxxxxx X.
Xxxxxxx at (000) 000-0000.
Very truly yours,
FIBERCORE, INC.
_________________________
By: Xxxxxx Xxxxxxxx
Assistant Secretary
Agreed and Accepted by:
CRESCENT INTERNATIONAL LTD.
________________________
By: Xxx Xxxx
Title:__________________
Date:___________________
