Exhibit 4.6
REAFFIRMATION AND RATIFICATION AGREEMENT
July 20, 2005
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the (a) Subsidiary Guaranty dated as of June 30, 2004 made
by XxxxxXxx Technologies of Minnesota, Inc., a Minnesota corporation ("XxxxxXxx
Minnesota"), XxxxxXxx Technologies of Georgia, Inc., a Georgia corporation
("XxxxxXxx Georgia"), XxxxxXxx Technologies of Iowa, Inc., an Iowa corporation
("XxxxxXxx Iowa"), XxxxxXxx Technologies of Tennessee, Inc., a Tennessee
corporation ("XxxxxXxx Tennessee"), XxxxxXxx Technologies of Wisconsin, Inc., a
Wisconsin corporation ("XxxxxXxx Wisconsin") and XxxxxXxx Technologies of
Wisconsin, Inc., a California corporation ("XxxxxXxx California") in favor of
Laurus Master Fund, Ltd., a Cayman Islands company ("Laurus") (as amended,
modified or supplemented from time to time, the "Subsidiary Guaranty"), (b)
Master Security Agreement dated as of June 30, 2004 made by XxxxxXxx
Technologies, Inc., a Delaware corporation (the "Company"), XxxxxXxx Minnesota,
XxxxxXxx Georgia, XxxxxXxx Iowa, XxxxxXxx Tennessee, XxxxxXxx Wisconsin and
XxxxxXxx California in favor of Laurus (as amended, modified or supplemented
from time to time, the "Master Security Agreement") and (c) Stock Pledge
Agreement dated as of June 30, 2004 made by the Company, XxxxxXxx Minnesota,
XxxxxXxx Georgia, XxxxxXxx Iowa, XxxxxXxx Tennessee, XxxxxXxx Wisconsin and
XxxxxXxx California in favor of Laurus (as amended, modified or supplemented
from time to time, the "Stock Pledge Agreement") (the Subsidiary Guaranty, the
Master Security Agreement and the Stock Pledge Agreement, collectively, the
"Existing Security and Guaranty Agreements").
To induce Laurus to provide additional financial accommodations to the
Company evidenced by (i) that certain Secured Convertible Term Note, dated the
date hereof, made by the Company in favor of Laurus (as amended, modified or
supplemented from time to time, the "2005 Laurus Term Note"), (ii) the Purchase
Agreement referred to in the 2005 Laurus Term Note (as amended, modified or
supplemented from time to time, the "2005 Laurus Purchase Agreement"), (iii) the
Related Agreements referred to in, and defined in, the 2005 Laurus Purchase
Agreement (the agreements set forth in the preceding clauses (i) through (iii),
inclusive, collectively, the "2005 Laurus Agreements"), each of the Company,
XxxxxXxx Minnesota, XxxxxXxx Georgia, XxxxxXxx Iowa, XxxxxXxx Tennessee,
XxxxxXxx Wisconsin and XxxxxXxx California hereby:
(a) represents and warrants to Laurus that it has reviewed and approved
the terms and provisions of each of the 2005 Laurus Agreements and the
documents, instruments and agreements entered into in connection therewith;
(b) acknowledges, ratifies and confirms that all indebtedness incurred by,
and all other obligations and liabilities of, each of the Company, XxxxxXxx
Minnesota, XxxxxXxx Georgia, XxxxxXxx Iowa, XxxxxXxx Tennessee, XxxxxXxx
Wisconsin and XxxxxXxx California under each of the 2005 Laurus Agreements are
(i) "Obligations" under, and as defined in the Subsidiary Guaranty, (ii)
"Obligations" under, and as defined in, the Master Security Agreement and (iii)
"Indebtedness" under, and as defined in, the Stock Pledge Agreement;
(c) acknowledges, ratifies and confirms that each of the 2005 Laurus
Agreements are "Documents" under, and as defined in, each of the Subsidiary
Guaranty, the Master Security Agreement and the Stock Pledge Agreement;
(d) acknowledges, ratifies and confirms that all of the terms, conditions,
representations and covenants contained in the Existing Security and Guaranty
Agreements are in full force and effect and shall remain in full force and
effect after giving effect to the execution and effectiveness of each of the
2005 Laurus Agreements;
(e) represents and warrants that no offsets, counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any Existing Security and Guaranty Agreement; and
(f) acknowledges, ratifies and confirms the grant by each of the Company,
XxxxxXxx Minnesota, XxxxxXxx Georgia, XxxxxXxx Iowa, XxxxxXxx Tennessee,
XxxxxXxx Wisconsin and XxxxxXxx California to Laurus of a security interest in
the assets of (including the equity interests owned by) each of the Company,
XxxxxXxx Minnesota, XxxxxXxx Georgia, XxxxxXxx Iowa, XxxxxXxx Tennessee,
XxxxxXxx Wisconsin and XxxxxXxx California, respectively, as more specifically
set forth in the Existing Security and Guaranty Agreements.
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This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Very truly yours,
XXXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President / CEO
Address: 0 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
XXXXXXXX TECHNOLOGIES OF MINNESOTA, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address: 00000 Xxxxxxx Xxx. Xxxxx
Xxxxxx, XX 00000
XXXXXXXX TECHNOLOGIES OF GEORGIA, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address: 000 Xxxxxxx Xxx.
Xxxxxxx, XX 00000
0
XXXXXXXX XXXXXXXXXXXX XX XXXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address: 0000 X. Xxxxxx
Xxx Xxxxxx, XX 00000
XXXXXXXX TECHNOLOGIES OF TENNESSEE, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address: 000 Xxxxxxxxx Xxxx.
XxXxxxxx, XX 00000
XXXXXXXX TECHNOLOGIES OF WISCONSIN, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address: X.X. Xxx 000
Xxxx Xxxx, XX 00000-0000
XXXXXXXX TECHNOLOGIES OF CALIFORNIA, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Address: 0000 X. Xxxxxxxxx Xxx.
Xxxxx, XX 00000
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Acknowledged and Agreed to by:
LAURUS MASTER FUND, LTD.
By:___________________________
Name:
Title:
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