EXHIBIT 10.72
July 2, 1997
REPLY TO: PAOLI
VIA FACSIMILE (000) 000-0000/U.S. MAIL
Sterling Vision, Inc.
c/o Xxxxxx Xxxxxx, Esquire, Executive Vice President & General Counsel
0000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxx, XX 00000
Re: Agreement and Plan of Reorganization dated as of February 19,
1997 Among Sterling Vision, Inc. and Xxxxxx Xxxxxx, Xxxx
Xxxxxx and Xxxxx Xxxxxx (the "Agreement")
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Dear Xxx:
Reference is made to the above-captioned Agreement. All capitalized
terms used (but not otherwise defined) herein shall have the identical meaning
ascribed to them in the Agreement.
This letter will set forth the understanding and agreement by and among
Sterling and the Shareholders concerning the sale of the Initial Sale Shares.
The Shareholders hereby acknowledge that prior to and including the date hereof,
20,000 Shares have been sold or were directed to be sold by their agent,
Prudential Securities. However, from and after the date hereof, in consideration
of a loan by Sterling to the Shareholders in an amount equal to (i) $400,000.00,
plus (ii) the amount required to pay off Summit Bank (together the "First
Advance"), the Shareholders agree that they shall not sell or offer to sell,
without the prior written consent of Sterling, any of the remaining Initial Sale
Shares for a period of thirty (30) days, expiring July 31, 1997 ("First
Standstill Period").
Upon the expiration of the First Standstill Period, Sterling shall have
the option to extend the period of time during which the Shareholders shall not
sell any of their remaining Initial Sale Shares without the prior, written
consent of Sterling for an additional three (3) months, expiring October 31,
1997 ("Second Standstill Period"), in exchange for a "Second Advance" equal to
the difference between (i) $820,940 and (ii) the sum of (A) the First Advance
and (B) the gross proceeds (less 50% of any commissions payable to broker
agents, underwriters, etc.) realized from all sales of the Initial Sale Shares
heretofore consummated or in the process of being consummated.
The proceeds of the First Advance (other than the payoff amount to
Summit Bank) shall be made by wire transfer on July 2, 1997, directly to the
account of Singer Family Enterprises, Inc. (or such other payee(s) as designated
by the Shareholders in writing), and the payoff amount to Summit Bank shall be
paid by Sterling directly to Summit Bank in accordance with instructions
received from Summit Bank, it being understood that, upon Sterling's payment to
Summit Bank, of the full amount due it, the 15,000 Initial Sale Shares presently
being held by Summit Bank shall be returned to Sterling, which shall continue to
hold the same pursuant to the Pledge Agreement. The proceeds of the Second
Advance, if any, shall be made by wire transfer on August 1, 1997, directly to
those accounts designated in writing by the Shareholders.
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Xxxxxx Xxxxxx, Esquire
July 2, 1997
Page 2
The First Advance, and if required the Second Advance, shall be
evidenced by a Note in the form attached hereto as Schedule "A" and made a part
hereof, signed by all the Shareholders, jointly and severally, providing for
their payment of the principal amount thereof, only, out of the first proceeds
received by any of the Shareholders from the sale of the Initial Sale Shares.
The Note shall accrue no interest. The Shareholders, by their execution hereof,
agree to expedite the execution and return to Sterling of an original Note.
Notwithstanding anything herein to the contrary: (i) so long as the
Initial Sale Shares are subject to the First Standstill Period or Second
Standstill Period, the Shareholders shall not lose the benefit of the price
protection guaranty (set forth in Section 1.8(g) of the Agreement, even if the
proviso described in lines 8 to 14 therein would otherwise be applicable) unless
and until the expiration of five (5) business days after the Shareholders'
receipt of written notice from Sterling that, notwithstanding the provisions of
this Letter Agreement, they may each thereafter sell all or a specified portion
of the Initial Sale Shares; and (ii) the provisions contained in the proviso
appearing on page 13 of the Pledge Agreement shall be applicable to the proceeds
of the First Advance and, if effected, the Second Advance; provided, however:
(i) that the proceeds of the First Advance need not be applied by the
Shareholders to the satisfaction of the existing loan made by PNC Bank to
Singer/Specs; and (ii) Singer/Specs shall be liable for all interest accruing
under said PNC loan from and after June 20, 1997 until the date, if any, that
Sterling shall make the Second Advance or to five (5) days after Sterling shall
notify the Shareholders that they may each thereafter sell the balance of the
Initial Sale Shares held by them, whichever shall first occur.
If the foregoing correctly sets forth the understanding and agreement
of the parties, kindly indicate the same by signing, on the space below, and
returning to the undersigned by facsimile a duplicate copy of this letter.
Very truly yours,
Xxxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxx Xxxxxx
By: /s/ Xxxx Xxxxx
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Xxxx X. Xxxxx, Esquire Counsel
AGREED AND CONSENTED TO:
STERLING VISION, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Chief Executive Officer
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