EXHIBIT 10.6
SPACELINK INTERNATIONAL LLC
SPACELINK INTERNATIONAL, LTD.
SATCOMSOLUTIONS LLC
CLOSING LETTER
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February 7, 2005
Engineered Support Systems, Inc.
000 Xxxxx Xxxx
Xx. Xxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxx, Vice Chairman and CFO
Re: Purchase Agreement dated December 9, 2004
Dear Sirs:
Reference is made to the Purchase Agreement by and between
Engineered Support Systems, Inc. ("Buyer"), Spacelink International LLC (the
"Company"), Spacelink International, Ltd. ("Spacelink Ltd"), and
Satcomsolutions LLC ("Satcom;" and, together with Spacelink Ltd, the
"Sellers"), dated December 9, 2004 (the "Purchase Agreement"). Capitalized
terms used and not otherwise defined in this letter have the meanings given
to them in the Purchase Agreement. Unless otherwise specified in this
letter, references to Sections and Schedules shall mean Sections of and
Schedules to the Purchase Agreement.
1. Closing and Effective Date. The Parties hereby agree that the
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Closing Payment and the Company Funded Obligations shall be paid, and the
certificates evidencing the ESSI Stock shall be delivered, on the date
hereof, but that for all other purposes the Closing shall be effective and
deemed to have taken place on and as of February 1, 2005. Without limiting
the previous sentence, all revenues generated and expenses incurred by the
Company after 12:01 a.m. on February 1, 2005 shall be for the account of
Buyer.
2. No Material Adverse Change. The Sellers hereby represent and
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warrant to Buyer that since January 31, 2005 there has not occurred any
event, occurrence, development or state of circumstances or facts involving
the Company which has had or, in so far as can be reasonably foreseen, would
have a material adverse effect on the condition (financial or otherwise),
business, properties, liabilities or results of operations of the Company.
Please acknowledge your agreement with this letter by signing in
the space indicated below.
Sincerely,
SPACELINK INTERNATIONAL LLC
By: /s/ Xxxxx Xxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxxx Xxxxxx
Title: Vice President
SPACELINK INTERNATIONAL, LTD.
By: /s/ Xxxxx Xxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxxx Xxxxxx
Title: Vice President
SATCOMSOLUTIONS LLC
By: /s/ Xxxxx Xxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxxx Xxxxxx
Title: Vice President
Acknowledged and Agreed to on
February 7, 2005:
ENGINEERED SUPPORT SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice Chairman of Administration and
Chief Financial Officer
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