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EXHIBIT 2.2
VERSO TECHNOLOGIES, INC.
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXX, XXXXXXX 00000
ELTRAX HOSPITALITY GROUP, INC.
000 XXXXXXXX XXXXXXX, XXXXX 000
XXXXXXX, XXXXXXX 00000
October 18, 2000
AremisSoft Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxxxx 00000
RE: AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS, DATED SEPTEMBER 28,
2000 (THE "AGREEMENT"), BY AND AMONG AREMISSOFT CORPORATION
("PURCHASER"), VERSO TECHNOLOGIES, INC. (FORMERLY, ELTRAX SYSTEMS,
INC.) ("VERSO") AND ELTRAX HOSPITALITY GROUP, INC. ("EHGI")
Gentlemen:
With reference to the Agreement and in conjunction with the Closing,
this letter will confirm and memorialize our additional agreement with respect
to certain matters set forth below. Capitalized terms used herein but not
defined shall have the respective meanings given to them in the Agreement.
1. Under Section 11.9 of the Agreement we agreed to endeavor in good faith to
finalize the following exhibits to the Agreement, and that our approval of these
documents would be an additional condition precedent to the Closing of the
Transaction (copies of each of the following exhibits are attached to this
letter agreement):
(i) Exhibit 8.1(7) - Opinion of Counsel to Verso and EHGI;
(ii) Exhibit 8.1(12) - Distribution Agreement for Squirrel Product;
(iii) Exhibit 8.1(13) - Distribution Agreement for Senercomm Product;
(iv) Exhibit 8.1(6) - Opinion of Counsel for Purchaser; and
(v) Exhibit 8.2(9) - Assumption of Liabilities Agreement.
Purchaser, Verso and EHGI approve of the above-listed exhibits, in both form and
substance, and acknowledge that the condition precedent in Section 11.9 of the
Agreement is hereby satisfied.
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October 18, 2000
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2. Reference is made to Section 3.1 of the Agreement in which we agreed to
proceed in good faith to finalize the purchase agreement for the Related
Transactions as soon as practicable, and consistent with the terms set forth in
the Agreement, to the extent possible, given the nuances of the laws of the
various countries in which the Affiliated Sellers are located. Further, given
that the Transaction and each of the Related Transactions are interrelated and
dependent on one another, we agreed that none of the transactions would close
unless all of them closed.
Accordingly, as of the date of this letter agreement the Transaction
and the Related Transaction between Purchaser (or one of its affiliates) and
Eltrax Systems Scandinavia AS (Norway) are in a position to close pursuant to
the terms of the Agreement. However, it has come to our attention that the
Related Transactions between the following foreign operations of EHGI will not
close on or by the Closing Date: Eltrax (Australia) PTY. Ltd. (Australia);
Eltrax Holdings, AG and Eltrax AG (Switzerland); Eltrax Group, Inc. (Belgium);
Eltrax Hospitality Ltd. (Hong Kong); Eltrax (Malaysia) SBD. BHD. (Malaysia);
Eltrax Systems, Pte. Ltd. (Eltrax Hospitality Technologies PTE. Ltd.)
(Singapore); and Eltrax Hospitality U.K. Ltd. (United Kingdom) (collectively,
the "Remaining Related Transactions").
Notwithstanding the foregoing, or anything to the contrary contained in
the Agreement, Verso, EHGI and Purchaser hereby agree to consummate the
Transaction and the Related Transaction in a position to close on or by the date
of this letter agreement, and to consummate the Remaining Related Transactions
as soon as practicable after the Closing Date at the same terms and price as
stated in the Agreement.
Verso and EHGI covenant and agree that during the period between the
Closing Date and the date on which each Remaining Related Transaction is closed,
the respective business of the Affiliated Sellers which are a party to the
Remaining Related Transactions shall be conducted in the manner specified in
Section 7.6 of the Agreement as it may be applied to each Affiliated Seller
given the laws and restrictions in their respective jurisdictions. Furthermore,
Verso, EHGI and Purchaser agree that the Acquired Assets and Assumed Liabilities
in each Remaining Related Transaction shall be those assets and liabilities
contained in the balance sheet and other financial information for each
Affiliated Seller who is a party to such transaction as reflected in the
attached financial statements.
In the event that any one of the Related Transactions fails to close as
contemplated by Section 3.1 of the Agreement, then Verso and Purchaser shall use
their very best efforts to restructure each such Related Transaction in order to
convey to Purchaser the business related to the Related Transaction in such a
way as to preserve the net economic benefit of the Related Transaction to
Purchaser for a consideration equal to the consideration allocated to the
Related Transaction in Section 3.1 of the Agreement.
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October 18, 2000
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3. Under Section 8.1(1), the obligation of the Purchaser to effect the
Transaction is conditioned upon receiving consents from third parties specified
in Schedule 8.1(1) to the Agreement. Purchaser hereby waives the following third
party consents:
(i) IPC Commercial Properties/Office Building Lease Agreement
dated May 13, 1993, as amended;
(ii) VAR Agreement, SynXis, Inc. and Eltrax Systems, Inc.;
(iii) Remarketer Sales and License Agreement/Southern DataComm, Inc.
and Encore Systems, Inc., dated May 8, 1997;
(iv) Agreement/DecisionOne Corporation and Lodgistix, Inc., dated
September 4, 1997, and extended on August 7, 1998;
(v) Software License Agreement/Electronic Data Systems
Corporation, dated November 13, 1992, as amended on September
9, 1994; and
(vi) The parties on the LANmark matrix attached as Addendum A with
the designation "GVNMTDA FORM 4067R Feb. '87" in the "Software
Agreement" column on the matrix, pursuant to their respective
Order for Supplies or Servicer/Request for Quotations.
With respect to the third party consents specified in (i)-(v)
inclusive, the parties will use commercially reasonable efforts to obtain as
soon as possible. With respect to the third party consent specified in (vi)
above, Purchaser waives this consent in its entirety.
4. After the Closing, Verso agrees to assist and cooperate with Purchaser in
establishing a bank account at the Bank of America wherein deposits may be made
even though the payee on checks is one of the trade names used by the Acquired
Business. In addition, Verso agrees to assist and cooperate with Purchaser in
developing a procedure with PNC Bank, National Association which will result in
the transfer to Purchaser of payments made after the Closing relating to the
payment of invoices issued by the Acquired Business in one of the trade names
used by the Acquired Business.
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October 18, 2000
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This letter may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one instrument. Copies, whether facsimile, photostatic or otherwise,
of signatures to this letter shall be deemed to be originals and may be relied
on to the same extent as the originals.
VERSO TECHNOLOGIES, INC. ELTRAX HOSPITALITY GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------ --------------------------------
Its: Executive Vice President Its Executive Vice President
and Chief Executive Officer and Chief Executive Officer
ACCEPTED AND AGREED TO BY THE UNDERSIGNED.
AREMISSOFT CORPORATION
By: /s/ Roys Poyiadjis
Its: President and Chief Executive Officer
