EXHIBIT 10.58
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DISPUTE RESOLUTION MANAGEMENT, INC.
00 Xxxxxxxx Xxxxx
Xxxxx 00
Xxxx Xxxx Xxxx, Xxxx 00000
November 13, 2000
Commodore Applied Technologies, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the amended and restated stock purchase agreement,
dated as of August 30, 2000 (the "Purchase Agreement"), among Commodore Applied
Technologies, Inc. ("Commodore"), Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxx X.
Xxxxxxxx ("Xxxxxxxx") and Dispute Resolution Management, Inc. ("DRM"). Unless
otherwise expressly defined herein, all capitalized terms used in this letter
shall have the same meaning as is defined in the Purchase Agreement.
In connection with the transactions contemplated by the Purchase
Agreement, Commodore acquired; 81% of the issued and outstanding shares of
capital stock of DRM from Xxxxxxx and Speciale. It is acknowledged that,
pursuant to the terms of the Purchase Agreement, 35% of all DRM Cash Flow (as
defined) is subject to distribution to Xxxxxxx and Xxxxxxxx and the balance is
to be either retained by DRM for working capital and/or other corporate purposes
or, if approved by the board of directors of DRM and by Xxxxxxx and Speciale,
may be distributed to Commodore as an intercompany dividend or loan.
This will further acknowledge that prior to February 12, 2001, DRM
expects to receive from clients, one or more cash payments aggregating
approximately $4.0 million in connection with the settlement of environmental
claims.
In order to induce the "Investors" to loan and advance up to $500,000
to Commodore pursuant to the terms of a securities purchase agreement, dated of
even date herewith (the "Investment Agreement"), DRM hereby agrees that
(a) as, if and when DRM shall receive payments from its
clients or from the insurer(s) in connection with such environmental claims, it
shall, promptly following receipt of such payments, distribute to Commodore,
either as an intercompany loan or dividend, not less than the sum of $500,000;
and
(b) as, if and when such distribution(s) are to be made to
Commodore, the initial $500,000 shall be remitted to Xxxxxxxxx Xxxxxxx, LLP, as
attorneys for the benefit of the Investors, as follows:
TO: Citibank N.A.
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
ABA # 000000000
Attn: Xxxxxxxx Xxxxxx
FOR CREDIT TO: Xxxxxxxxx Xxxxxxx
Escrow Account No.: 00000000
REFERENCE: Name: CXI Investors Account
File Number: 20440.010700
Attorney Name: Xxxxxxx X. Xxxxx
Nothing contained in this letter shall, in any manner, be deemed or
construed to constitute (i) a guaranty by DRM of any obligations of Commodore to
the Investors under the Investment Agreement or otherwise, (ii) any guaranty by
DRM of the collection of any or all proceeds from any settlement, or (iii) the
grant by DRM of any lien or security interest on any assets of DRM.
It is expressly understood and agreed that DRM's only commitment
hereunder is to distribute to Commodore $500,000 of the total cash proceeds
received by DRM from the environmental settlement we anticipate receiving
between now and February 12, 2001 or thereafter; provided, that if for any
reason the aggregate amounts contemplated to be paid to DRM are materially
reduced, DRM and its board of directors are free to reduce the amounts to be
distributed to Commodore so as to (a) insure the payments to Xxxxxxx and
Xxxxxxxx contemplated by the Purchase Agreement, and (b) provide for reasonable
and necessary working capital for DRM.
DRM acknowledges that its agreement and undertaking set forth herein is
a material inducement to enable Commodore to obtain financing from the Investors
and that the Investors are entitled to rely upon the covenants and agreements of
DRM contained herein.
This undertaking and agreement shall be construed and governed under
the laws of the State of Delaware applicable to contracts performed in that
state.
Very truly yours,
DISPUTE RESOLUTION MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
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ACCEPTED AND AGREED TO:
COMMODORE APPLIED TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Chairman, Chief Executive
Officer and President
The foregoing agreements and undertakings of Dispute Resolution
Management, Inc. are approved by the undersigned.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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