Exhibit 10.9.3
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February 28, 1997
American Eco Corporation
Sub Acquisition Corp.
00000 Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. XxXxxxxx
President and CEO
Re: Letter Agreement by and among American Eco Corporation ("American
Eco"), Sub Acquisition Corp. ("Merger Sub"), and Chempower, Inc.
("Chempower"), dated January 15, 1997 (the "Letter Agreement")
Gentlemen:
As a further inducement for Xxxxxx X. Xxxx and Xxxx X. Rochester
(collectively, the "Principal Shareholders") to enter into the transactions
contemplated by the Letter Agreement, American Eco hereby agrees that, upon
the occurrence of an Event of Default (as defined in the Financing
Agreement by and among American Eco, Chempower, the Principal Shareholders,
and Xxxxxx X. Xxxx, as Agent for the Principal Shareholders (the "Agent"),
dated of even date herewith (the "Financing Agreement")), the Agent, on
behalf of the Principal Shareholders, shall have the right to purchase the
Shares (as defined herein) by surrendering to American Eco, in
consideration therefor and in full payment thereof, the Promissory Note
payable to the Agent by Chempower in the original principal amount of
$15,900,005.40, dated of even date herewith. For purposes of this letter
agreement, the "Shares" shall be deemed to consist of: (a) all shares of
capital stock of Chempower issued and outstanding and owned by American Eco
on the date hereof and any shares of capital stock of Chempower issued in
respect thereof; (b) all shares of capital stock of Chempower issued and
outstanding and owned by American Eco at any time and from time to time
hereafter during the term of this letter agreement and any shares of
capital stock of Chempower issued in respect thereof; and (c) all contract
rights of American Eco, and any and all intangible rights associated
therewith, existing on the date hereof and at any time and from time to
time arising hereafter during the term of this letter agreement in respect
of the issuance or delivery to American Eco of any shares of capital stock
of Chempower (whether in the form of subscriptions, purchase agreements,
options, warrants, stock bonuses, or other rights of any type or
description for the acquisition by American Eco of any such shares).
The term of this letter agreement shall continue until such time as all of
the indebtedness and obligations of American Eco and Chempower provided for
under the Financing Agreement, and the instruments identified therein, have
been fully and finally paid, performed, and observed.
Please acknowledge your agreement with and acceptance of the terms and
conditions set forth herein by signing in the space indicated below.
Very truly yours,
AMERICAN ECO CORPORATION
/s/ Xxxxxxx X. XxXxxxxx
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By: Xxxxxxx X. XxXxxxxx
Title: President and CEO
AGREED AND ACCEPTED this 28th day
of February, 1997:
/s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx, as Agent
for the Principal Shareholders
