November 29, 1999
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
c/x Xxxxxxx Contracting, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx #000
Xxx Xxxxx, XX 00000
Dear Messrs. Xxxxxx and Xxxxxxx:
The following amends and replaces our June 17, 1999 letter agreement.
Please confirm by your signatures below that, since you were requested
by Reliance Insurance Companies to personally guarantee surety bonds issued by
Reliance on jobs to be performed from June 17, 1999 forward by Xxxxxxx
Contracting, Inc. (the "Company"), as a condition to its continuing to provide
surety bonds, you have agreed to give Reliance your guarantee on certain jobs
and REXX has agreed that you will be compensated by the Company for providing
such guarantees (i) in the event that XXXX's stockholders vote against the
proposal for REXX to sell the Company to you pursuant to the June 10, 1999 Stock
Purchase Agreement unless it gives you the Certificate referred to in Section
7.2 of the Agreement that no stockholder approval is required or (ii) REXX
declines to consummate the sale of the Company to you for any reason if you have
notified REXX that you are prepared to consummate the purchase of the Company.
This compensation will take the form of 25% of the net profit, from the date you
give your guarantee, on each job for which you personally guarantee Reliance's
surety bond, with net profit to be calculated as the Company's gross profit on
the job from that date less a pro-rata share of overheads of the Company based
on revenues. REXX may, on written notice to you, terminate the above agreement
for such compensation, except that such termination will not affect your right
to compensation with respect to all jobs for which you guaranteed surety bonds
issued by Reliance prior to the termination.
Very truly yours,
AGREEMENT CONFIRMED: REXX Environmental Corporation
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
------------------- ------------------------------------
XXXXX X. XXXXXX Xxxxxx X. Xxxx, Chairman of the Board
/s/ Xxxx X. Xxxxxxx
-------------------
XXXX X. XXXXXXX
November 29, 1999
Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx Contracting, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx #000
Xxx Xxxxx, XX 00000
Re: Stock Purchase Agreement dated June 10, 1999
Dear Xxxx and Xxxxx:
As we have discussed, it will not be practicable to file proxy
materials for the planned transactions until later in November or in December.
When the Agreement was signed in June, it was expected that the meeting date
would be before November 30. Since the shareholder meeting cannot be held by
that date, all references to November 30, 1999 in the Agreement need to be
changed to a reasonable later date. I expect it reasonable to assume that the
shareholder meeting will be held before February 29, 2000.
As we have also discussed, you have requested this right to pay REXX
$171,875 on Closing of the Agreement in lieu of 125,000 REXX shares as part of
the Purchase Price.
Accordingly, as we have discussed, please confirm that (i) all
references to November 30, 1999 in the Agreement are to be considered changed to
references to February 29, 2000, (ii) Section 2.2(a) of the Agreement is deleted
in its entirety and replaced by (a) The purchase price (the "Purchase Price")
for the Shares will be (x) $1,300,000 payable in cash, and (y) delivery of
125,000 shares of Common Stock of the Seller with an agreed upon fair market
value of $1.375 per share or the closing price of such Shares as of the day
prior to the Closing, whichever is less, or $171,875 in cash, and (iii) in all
other respects the Agreement remains unchanged and unaffected by the delay in
the shareholder meeting.
Very truly yours,
/s/ Xxxxxx X. Xxxx
---------------------------
Xxxxxx X. Xxxx,
Chairman of the Board
CONFIRMED:
/s/ Xxxx X. Xxxxxxx
---------------------
Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
---------------------
Xxxxx X. Xxxxxx
January 6, 2000
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
c/x Xxxxxxx Contracting, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx #000
Xxx Xxxxx, XX 00000
Dear Messrs. Xxxxxx and Xxxxxxx:
The following amends and replaces our November 29, 1999 letter
agreement.
Please confirm by your signatures below that, since you were requested
by Reliance Insurance Companies to personally guarantee surety bonds issued by
Reliance on jobs to be performed from June 17, 1999 forward by Xxxxxxx
Contracting, Inc. (the "Company"), as a condition to its continuing to provide
surety bonds, you have agreed to give Reliance your guarantee on certain jobs
and REXX has agreed that you will be compensated by the Company for providing
such guarantees (i) in the event that XXXX's stockholders vote against the
proposal for REXX to sell the Company to you pursuant to the June 10, 1999 Stock
Purchase Agreement unless it gives you the Certificate referred to in Section
7.2 of the Agreement that no stockholder approval is required or (ii) REXX
declines to consummate the sale of the Company to you for any reason if you have
notified REXX that you are prepared to consummate the purchase of the Company.
This compensation will take the form of 25% of the net profit, from the date you
give your guarantee, on each job for which you personally guarantee Reliance's
surety bond, with net profit to be calculated as the Company's gross profit on
the job from that date less a pro-rata share of overheads of the Company based
on revenues.
In addition, your signatures below will confirm that, since you were
requested by The Insurance Company of the State of Pennsylvania ("AIG") to
personally guarantee and provide a letter of credit as collateral for a surety
bond issued by AIG on a job known as IDIQ/NTC Deconstruction Bldg. #485 (the
"IDIQ Job"), to be performed from this date forward by the Company, as a
condition to its providing a surety bond on the IDIQ Job, you have agreed to
give AIG your guarantees and provide a letter of credit as collateral for such
bond and REXX has agreed that you will be compensated by the Company for
providing such guarantees and letter of credit (i) in the event that XXXX's
stockholders vote against the proposal for REXX to sell the Company to you
pursuant to the June 10, 1999 Stock Purchase Agreement unless it gives you the
Certificate referred to in Section 7.2 of the Agreement that no stockholder
approval is required or (ii) REXX declines to consummate the sale of the Company
to you for any reason if you have notified REXX that you are prepared to
consummate the purchase of the Company. This compensation will take the form of
66 2/3% of the net profit from the date you give your guarantee and provide a
letter of credit on the IDIQ Job, with net profit to be calculated as the
Company's gross profit on the IDIQ Job from that date less a pro-rata share of
overheads of the Company based on revenues.
REXX may, on written notice to you, terminate the above agreements for
such compensation, except that such termination will not affect your right to
compensation with respect to all jobs for which you guaranteed surety bonds
issued by Reliance and/or AIG prior to the termination.
Very truly yours,
REXX Environmental Corporation
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Xxxxxx X. Xxxx, Chairman of the Board
AGREEMENT CONFIRMED:
/s/ Xxxxx X. Xxxxxx
-------------------
XXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxxx
-------------------
XXXX X. XXXXXXX
January 6, 2000
Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx Contracting, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx #000
Xxx Xxxxx, XX 00000
Re: Stock Purchase Agreement dated June 10, 1999
and Letter Agreement dated November 29, 1999
Dear Xxxx and Xxxxx:
As we have discussed, it will not be practicable to file proxy
materials for the planned transactions until later this month. When the Letter
Agreement was signed in November, it was expected that the meeting date would be
before February 29, 2000. Since the shareholder meeting cannot be held by that
date, all references to February 29, 2000 in the Stock Purchase Agreement as
amended by the Letter Agreement of November 29, 1999 need to be changed to a
reasonable later date. I expect it reasonable to assume that the shareholder
meeting will be held before April 30, 2000.
Accordingly, as we have discussed, please confirm that (i) all
references to November 30, 1999 and/or February 29, 2000 in the Stock Purchase
Agreement and the Letter Agreement are to be considered changed to references to
April 30, 2000, and (ii) in all other respects the Stock Purchase Agreement and
the Letter Agreement remain unchanged and unaffected by the delay in the
shareholder meeting.
Very truly yours,
/s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx,
Chairman of the Board
CONFIRMED:
/s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
REXX
ENVIRONMENTAL CORPORATION
April 27, 2000
Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx Contracting, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Re: Stock Purchase Agreement dated June 10, 1999
and Letter Agreements dated November 29, 1999
and January 6, 2000
Dear Xxxx and Xxxxx:
As we have discussed, it will not be possible to mail proxy materials to our
shareholders for the planned transactions until later on. Since the shareholder
meeting cannot be held by April 30, 2000, all references to February 29, 2000
and April 30, 2000 in the Stock Purchase Agreement as amended by the Letter
Agreements of November 29, 1999 and January 6, 2000 need to be changed to a
reasonable later date. I expect it reasonable to assume that the shareholder
meeting will be held before June 30, 2000.
Accordingly, as we have discussed, please confirm that (i) all references to
November 30, 1999 and/or February 29, 2000 and/or April 30, 2000 in the Stock
Purchase Agreement and the Letter Agreements are to be considered changed to
references to June 30, 2000, and (ii) in all other respects the Stock Purchase
Agreement and the Letter Agreements remain unchanged and unaffected by the delay
in the shareholder meeting.
Very truly yours,
/s/ Xxxxxx X. Xxxx
--------------------------
Xxxxxx X. Xxxx
Chairman of the Board
CONFIRMED:
/s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
000 Xxxx Xxxxxx x Xxx Xxxx, Xxx Xxxx 00000 o (000) 000-0000
Fax: (000) 000-0000
