EXHIBIT 10.30
December 16, 1999
Mr. Xxxxxx XxXxxxxx
Vice President and General Counsel
Xxxx Corporation
00000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xxx:
This letter sets forth the terms and conditions under which Xxxxxxxx will
purchase all the outstanding stock of Eurotrim. Capitalized terms in this
letter have the meanings set forth in the Redemption and Purchase Agreement (the
"Agreement") and the Eurotrim Agreement.
1. Xxxxxxxx will purchase the Volvo console business by purchasing all of the
outstanding Eurotrim stock from Lear Xxxxxxxx, recognizing that Eurotrim
and Xxxxxxxx will be responsible for all obligations of Eurotrim under the
Agreement, including the cost to close down the City West Facility.
Xxxxxxxx will pay a net purchase price for all of the outstanding stock of
Eurotrim of $2,375,000. The payment will be made by wired funds at
closing.
2. The purchase price paid for the Eurotrim stock is inclusive of all items
paid by each party, except as specifically provided herein. Accordingly,
there will be no other payments or repayments of prepaid employee costs,
shutdown costs, inventory build-up or other costs incurred by either party.
3. Lear Xxxxxxxx will assume all indebtedness for borrowed money of Eurotrim
at or prior to closing and Xxxx and Xxxx Xxxxxxxx hereby agree to indemnify
and hold harmless Xxxxxxxx and Eurotrim from any loss, cost or liability
arising from such indebtedness.
4. At the Closing, Lear Xxxxxxxx will deliver to Xxxxxxxx or a subsidiary of
Xxxxxxxx
a. a duly executed stock power transferring all outstanding Eurotrim
stock;
b. resignations of the directors and officers of Eurotrim; and
c. a statement of representations and warranties in the form attached as
Exhibit A.
5. The closing will occur on or before December 17, 1999.
6. Xxxx and Xxxx Xxxxxxxx will cooperate with Xxxxxxxx and Eurotrim to provide
all information required to complete and file all tax returns and other
reports for Eurotrim with respect to the operation of Eurotrim between
November 1, 1997, and the date of closing.
7. The Company's agreement to indemnify Xxxxxxxx for liabilities Xxxxxxxx may
incur as surety under the Naas Road Lease, as set forth in the Side Letter
Concerning Eurotrim Lease Indemnity, dated November 1, 1997, is canceled
and of no further force and effect.
8. Xxxxxxxx'x obligation under the Xxxxxxxx Amended Non-Competition and Non-
Solicitation Agreement will be modified to permit Xxxxxxxx to manufacture
and sell overhead console (as defined in the Eurotrim Agreement) and any
modification or replacement thereof (the "Consoles") to Volvo or any Volvo
supplier.
9. Lear and its affiliates will agree not to seek or accept from Volvo or JCI
Xxxxxx any order for the Consoles and will not encourage Volvo to award
such business to any other party or interfere in any way with Xxxxxxxx'x
agreement to manufacture the Consoles.
10. The Agreement is amended by deleting Subsection 1.3(b) and Section 9.15 and
by amending Section 9.16 to provide that Lear shall retain the entire
$6,250,000 withheld from payment to Xxxxxxxx.
11. Schedule 4.9(b) of the Agreement is hereby amended to provide that
Xxxxxxxx'x Sales Price to Lear Xxxxxxxx as a percentage of Customer Price
is 58.9% for the LH Platform Door Lamp.
12. This Letter Agreement and the document to be delivered in the form of
Exhibit A are deemed to be an amendment to the Agreement and subject to its
terms and conditions.
If the terms of this letter are acceptable, please sign a copy in the space
provided below and return it to me.
Very truly yours,
XXXXXXXX CORPORATION
By /s/ Xxxxx Xxxx, Xx.
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Xxxxx Xxxx, Xx. Vice President and
Chief Financial Officer
ACCEPTED:
XXXX CORPORATION
By /s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx
Vice President and General Counsel
Dated: December 16, 1999
EXHIBIT A
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
1. REPRESENTATIONS AND WARRANTIES. Except as set forth in the Lear Disclosure
Schedule amended as attached hereto, Lear and the Company represent and
warrant to Xxxxxxxx that the following representation and warranties are
true and correct on the date hereof.
a. Title. The Company has, and upon consummation of the closing under
this letter agreement Xxxxxxxx or its assignee will acquire, good,
valid and marketable right, title and interest to all of the issued
and outstanding stock of Eurotrim.
b. Transfers by Eurotrim. Since September 15, 1999, Eurotrim has made no
payment to or made any commitment to make any payment to Lear, the
Company or any of their affiliates and has made no payments with
respect to indebtedness for borrowed money.
c. Debt. Eurotrim has no indebtedness for borrowed money.
d. Eurotrim Lease. The Company and Lear have conducted discussions with
the landlord of Eurotrim's plant regarding termination of the lease or
anticipated severance payments and have informed Xxxxxxxx of the
substance of those discussions.
e. Disclosure. To the knowledge of Lear and the Company, Eurotrim has
been operated only in the ordinary course of business since September
15, 1999, and there is no material fact that has not been disclosed to
Xxxxxxxx that has or could have a material adverse effect on Eurotrim.
f. Eurotrim Facility. With regard to Eurotrim's facility:
(1) Status of Equipment. To the knowledge of Lear and the Company,
the equipment, machinery and other assets of Eurotrim are in good
operating condition and repair (normal wear and tear excepted).
(2) Environmental Matters.
A. To Xxxx'x and the Company's knowledge, the Eurotrim holds
all Environmental Permits necessary to conduct its business
as presently conducted. Eurotrim has received no notice from
any governmental authority with respect to the revocation or
amendment of any Environmental Permit;
B. To Xxxx'x and the Company's knowledge, there is no civil,
criminal or administrative action, suit, summons, citation,
complaint, claim,
notice of violation, demand, judgment, order, lien,
proceeding or hearing or any study, inquiry, proceeding or
investigation relating to the Business, threatened against
Eurotrim based on, stemming form or related to any
Environmental Permit or any environmental Law or any
Hazardous Substance.
C. To Xxxx'x and the Company's knowledge, Eurotrim's facility
is free of any Hazardous Substances (except those authorized
pursuant to and in accordance with Environmental Permits
held by Eurotrim) and free of all contamination, including
but not limited to groundwater contamination, arising from,
relating to, or resulting from any such Hazardous
Substances.
D. To Xxxx'x and the Company's knowledge, Eurotrim has not
received any written notice or other communication that
Eurotrim is or may be a potentially responsible person or
otherwise liable in connection with any waste disposal site
allegedly containing any Hazardous substances, or other
location used for the treatment, storage or disposal of any
Hazardous Substances manufactured, generated or used at, or
in connection with, or disposed of or transported from, the
Eurotrim business.
2. INDEMNIFICATION. The indemnity obligations under Section 8(b)(l) of the
Agreement shall be applicable to the representations and warranties
contained herein.
XXXX CORPORATION
Dec. ___, 1999.
By
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Its
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XXXX XXXXXXXX OVERHEAD SYSTEMS LLC
Dec. ___, 1999.
By
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Its
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