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November 13, 1996
Lanxide Performance Materials, Inc.
0000 Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Dear Sirs:
Reference is made to the Security Agreement dated August 30,
1996 (the "Security Agreement") by and between Commodore Applied Technologies,
Inc. (the "Secured Party") and Lanxide Performance Materials, Inc. (the
"Debtor"). Reference is further made to the security agreement to be entered
into on or about the date hereof (the "COES Security Agreement") between the
Debtor and Commodore Environmental Services, Inc. ("COES"), pursuant to which
the Debtor proposes to grant to COES a second priority lien and security
interest in the Collateral (as such term is defined in the Security Agreement).
The Secured Party hereby (a) consents to the granting of the
liens and security interests to COES in accordance with the form of COES
Security Agreement presented hereto, and (b) waives any Event of Default (as
such term is defined in the Line of Credit Promissory Noted dated August 30,
1996 (the "Note") in the maximum principal amount of $1,500,000 issued by the
Debtor to the Secured Party) that would otherwise be deemed to have occurred by
reason of the granting of such liens and security interests to COES. This
consent is expressly subject to (i) the granting of the liens and security
interests in the Collateral to COES strictly in accordance with the terms and
conditions of the form of COES Security Agreement presented hereto (including,
without limitation, the remedies of COES under the COES Security Agreement being
subject to the rights of the Secured Party under the Security Agreement), (ii)
the Debtor's agreement (evidenced by its signature below) not to amend or modify
in any respect the liens and security interests being granted to COES, or the
COES Security Agreement or any other agreement or instrument respecting the
rights of COES against and in respect of the Collateral, and (iii) the agreement
of the Debtor (evidenced by its signature below) that the occurrence and
continuance of any "Event of Default" under the Debtor's loan agreements and/or
promissory notes with COES shall constitute an Event of Default under and for
purposes of the Note.
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Kindly confirm your agreement to the foregoing by
countersigning a counterpart copy of this letter in the space provided below.
Very truly yours,
COMMODORE APPLIED
TECHNOLOGIES, INC.
By:/s/
__________________________________
Acknowledged, Confirmed and
Agreed To:
LANXIDE PERFORMANCE MATERIALS, INC.
By:/s/ Xxxx X. Xxxxxxx
________________________________
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