Exhibit 10.9
EXECUTION COPY
May 21, 2002
VIA FACSIMILE (x00-(0)0-0000-0000)
Vespasianus Co., Ltd.
Hibiya Dai-Bldg., 00xx Xxxxx
0-0-0 Xxxxxxxxxx-xxx, Xxxxxxx-xx
Xxxxx, Xxxxx 100-0011
Attention: Xxxxxxxxx Xxxx
Ladies and Gentlemen:
Reference is made to that certain Stock Purchase Agreement dated as of
April 11, 2002, between Valtona Holding B.V. ("Valtona") and MTS, Incorporated
("Seller"), as assigned by Valtona to Vespasianus Co., Ltd. ("Purchaser")
pursuant to that certain Assumption and Release Agreement dated as of May 10,
2002, among Seller, Valtona and Purchaser (the "Purchase Agreement").
Capitalized terms used but not defined herein are used as defined in the
Purchase Agreement.
Seller and Purchaser hereby agree to amend the Purchase Agreement as
follows:
1. Section 1.3(a) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:
"(a) The closing of the transactions contemplated in this Agreement
(the "Closing") shall be held at 8:00 a.m. at the offices of Cleary, Gottlieb,
Xxxxx & Xxxxxxxx, in Tokyo, Japan on June 19, 2002 or as soon thereafter as
practicable after each of the conditions set forth in Article VI of this
Agreement shall have been fulfilled or waived in accordance herewith, or at such
other time, date or place as the parties hereto may agree in writing. The date
on which the Closing occurs is referred to as the `Closing Date'."
2. Section 8.1(e) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:
"(e) By either Purchaser or Seller if the Closing shall not have
occurred on or prior to August 15, 2002, provided that such date shall be
postponed by no more than sixty (60) days by an involuntary bankruptcy of Seller
that is subsequently stayed or dismissed (as extended from time to time in
accordance herewith, the `Outside Date'); and provided further that the failure
of the Closing to occur on or before such date is not the result of the breach
of the covenants, agreements, representations or warranties of the party seeking
such termination."
Except as expressly set forth herein, the Purchase Agreement shall
remain in full force and effect. This letter may be signed in one or more
counterparts all of which, when taken together, shall constitute one original.
Sincerely,
MTS, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
ACKNOWLEDGED AND AGREED:
VESPASIANUS CO., LTD.
By: /s/ Xxxxxx Xxxxxxx
---------------------
Name: Xxxxxx Xxxxxxx
Title: President
