XXXXXXX 00.0
Xxxxxxx 00, 0000
XXX Tanning Investors Inc.
c/o AEA Investors Inc.
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Dear Sirs:
This letter agreement supplements and amends the Stock Purchase Agreement
(the "Stock Purchase Agreement"), dated as of December 24, 1996, among Tanning
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Technology Group, L.L.C., Xxxxxxxx Xxxx Corporation, WinSoft Corporation,
Xxxxxxx Enterprises Inc., Xxxxxxx Xxxxxx, Xxxxx Tanning, Xxxxx Xxxxxxx, Xxxx
Xxxxxxx and AEA Tanning Investors Inc. ("AEA"). Except as set forth herein, all
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terms used but not defined herein shall have the meanings ascribed to them in
the Stock Purchase Agreement.
1. Initial Purchase.
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Pursuant to Exhibit 4 of the Stock Purchase Agreement, on the terms and
conditions contained in the Stock Purchase Agreement, at the Closing, AEA
(and/or its designee) will pay to New Tanning $9,076,910, and New Tanning will
issue and sell to AEA (and/or its designee) 92,730.716 shares of Class B Common
Stock of New Tanning (the "Initial AEA Shares").
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2. Subsequent Purchases.
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At or prior to the four month anniversary of the Closing Date, AEA (and/or
its designee) shall purchase from New Tanning and New Tanning shall issue and
sell to AEA (and/or its designee), on the terms and conditions contained in the
Stock Purchase Agreement, 37,269.284 shares of Class B Common Stock of New
Tanning (which constitute the AEA Shares which AEA did not purchase at the
Closing, and which, taken together with the Initial AEA Shares, shall, when
issued, equal 32% of the issued and outstanding shares of common stock of New
Tanning) (the "Remaining AEA Shares"). AEA shall have the right to purchase
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such Remaining AEA Shares at such times and in such amounts as it determines
(provided that all such Remaining AEA Shares shall be purchased no later than
the four month anniversary of the Closing Date). The aggregate consideration
for such Remaining Shares shall equal $3,648,090. Such amount may be paid in
the form of cash or accounts receivable or rights to unbilled fees of New
Tanning or its predecessor (valued at face in all events). If the Remaining AEA
Shares are
purchased in more than one transaction, such aggregate consideration shall be
allocated among purchases as determined by AEA. All references to the AEA Shares
in the Stock Purchase Agreement shall be deemed to refer to the Initial AEA
Shares and the Remaining AEA Shares.
3. Conditions to Closing.
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AEA hereby waives (i) compliance by Xxxxxxx Xxxxxx with Section 5.9(d) of
the Stock Purchase Agreement, (ii) fulfillment of the condition set forth in
Section 6.3 of the Stock Purchase Agreement as it relates to the Lease Agreement
for Richfield Tower at Metropoint between HD Delaware Properties, Inc. and the
Company, and (iii) fulfillment of the condition set forth in Section 6.8 of the
Stock Purchase Agreement.
The Tanning Parties hereby waive fulfillment of the condition set forth in
Section 7.6 of the Stock Purchase Agreement.
4. NexTek.
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Pursuant to Section 5.2(b) of the Stock Purchase Agreement, except as
agreed to in writing by AEA, from the date of the Stock Purchase Agreement to
the Closing, the Company and each Subsidiary agreed, and the Tanning Parties
agreed to cause the Company and each of the Subsidiaries, not to, inter alia,
effect any settlement or resolution of matters relating to NexTek. The Company
and each of the Tanning Parties hereby agree that such agreement shall survive
the Closing indefinitely.
Except as expressly modified hereby, all of the terms and provisions of the
Stock Purchase Agreement shall remain in full force and effect.
Please indicate your agreement with the foregoing by signing below. This
letter agreement may be signed in any number of counterparts, each of which
shall be deemed an original, but all of which, when taken together, shall
constitute one instrument.
Sincerely,
Tanning Technology Group, L.L.C.
/s/ Xxxx Xxxxxxx
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By: Xxxx Xxxxxxx
Title: Manager
/s/ Xxxxx Tanning
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Xxxxx Tanning (for himself and on behalf of
Xxxxxxxx Xxxx Corporation)
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx (for himself and on behalf of
WinSoft Corporation)
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx (for herself and on behalf of Xxxxxxx
Enterprises, Inc.)
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx Xxxxxx
AGREED AND ACCEPTED:
AEA Tanning Investors Inc.
/s/ Xxxxxxxxxxx X. Xxxxx
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By: Xxxxxxxxxxx Xxxxx
Title: Vice President
