SSL Americas, Inc.
0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000-0000
July 15, 2005
Xxxx Xxxxxxx
Xxxxxx, Inc.
Corporate Headquarters
000 Xxxxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000-0000
Re: Amendment of Stock Purchase Agreement dated September 22, 2004;
Satisfaction of Secured Note and Note.
Dear Xxxx:
We refer to (i) that certain Amended and Restated Secured Promissory Note
(the "Secured Note") in the principal amount of $8,268,000 (the "Secured Note
Principal Amount") issued by Xxxxxx ("Xxxxxx") in favor of SSL Holdings, Inc.
("SSL") dated Xxxxx 0, 0000, (xx) that certain Promissory Note (the "Note") in
the principal amount of $3,000,000 (the "Note Principal Amount") issued by
Xxxxxx in favor of SSL dated April 1, 2005, and (iii) that certain Stock
Purchase Agreement by and among LRC North America, Inc. ("LRC"), SSL, Silipos,
Inc. ("Silipos") and Xxxxxx dated September 22, 2004 (the "Purchase Agreement"
and with the Secured Note and the Note, collectively the "Transaction
Documents"). Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them in the Transaction Documents.
Xxxxxx desires to pay to SSL, and SSL desires to accept from Xxxxxx, an
amount in cash equal to $11,568,000, plus all accrued and unpaid interest on the
Secured Note and the Note, in full satisfaction of the amounts due under the
Secured Note, the Note, and Section 5.20 of the Purchase Agreement (the
"Satisfaction Amount"). In consideration for the payment of the Satisfaction
Amount, the parties hereto also desire to amend Section 5.20 of the Purchase
Agreement pursuant to the terms of this letter agreement. Accordingly, in
consideration of the foregoing agreements, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
intending to be legally bound hereby, Xxxxxx, Silipos, LRC and SSL agree as
follows:
1. Repayment of Secured Note and Note. Prior to July 15, 2005, at 5 p.m.,
New York, New York, time, Xxxxxx shall pay to SSL an amount in cash equal to the
sum of $10,568,000 plus $323,056.67 , which amount constitutes all accrued and
unpaid interest on the Secured Note and the Note to July 15, 2005. Such payment
shall be made using the wiring instructions attached hereto as Exhibit A (the
"Wire Instructions"). Such payment shall be accompanied by a calculation of the
accrued and unpaid interest so owed with respect to the Secured Note and the
Note that is being repaid with such payment. Upon receipt of such payment by
SSL's bank, all obligations under the Secured Note and the Note shall be deemed
to
be fully satisfied and the Pledged Shares shall be deemed released from pledge
under the Pledge Agreement. Within two business days of such repayment, SSL
shall deliver the original, cancelled Secured Note, the original, cancelled
Note, and the Pledged Shares to Xxxxxx at the address set forth in the
salutation above.
2. Poly-Gel Payment. Prior to July 15, 2005, at 5 p.m., New York, New York
time, Xxxxxx shall pay to SSL using the Wire Instructions an amount in cash
equal to $1,000,000.
3. Amendment of Section 5.20 of the Purchase Agreement. Upon the receipt of
the Satisfaction Amount, Section 5.20 of the Purchase Agreement is deleted in
its entirety and replaced with the following text:
"5.20 Disputes With Poly-Gel or Its Affiliates. In the event Poly-Gel
Claims are asserted and they are finally resolved pursuant to a final
unappealable judgment or the entry among the Agreement Parties and the
Poly-Gel Parties of a settlement agreement (the "Resolution"), and the
liabilities of the Agreement Parties to the Poly-Gel Parties, exclusive of
the Excluded Costs but including liability arising out of the Put Option,
do exceed $2,500,000, the Seller shall refund the Buyer an amount equal to
such excess but in no event shall the Seller refund an amount to the Buyer
which is greater than the sum of the Dispute Resolution Payment (as defined
below) actually paid plus $900,000. In addition, the Buyer shall pay to the
Seller, as and when demanded by Seller, an amount (which amount shall not
exceed $500,000) equal to all costs, fees, expenses and other payments to
the Parent's or Seller's legal counsel, experts, accountants and other
litigation services providers that were retained, employed or otherwise
engaged in the defense of the Poly-Gel Claims (the "Dispute Resolution
Payment"). Notwithstanding anything in Section 5.19 or 5.20 to the
contrary, in the event Buyer or its Affiliates have acquired substantially
all of the stock or assets of Poly-Gel prior to March 31, 2006, there will
be deducted and set-off from any payments due under Section 5.19 hereof,
the amount of $800,000."
4. Miscellaneous. Except as expressly waived, amended, modified or
supplemented hereby, the Purchase Agreement and the respective rights and
obligations of each party thereto which are provided therein are hereby ratified
and confirmed and shall continue in full force and effect. This letter agreement
shall be governed by and construed in accordance with the laws of the State of
New York without respect to the choice of law rules of the State of New York or
any other jurisdiction. This letter agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
If the foregoing accurately sets forth our entire agreement and
understanding regarding the subject matter of this letter, please so indicate by
signing and returning to us the enclosed copy of this letter.
Very truly yours,
SSL Holdings, Inc.
LRC North America, Inc.
By:
----------------------
Xxxxxx Xxxxxx
Vice President
Each of Xxxxxx, Inc. and Silipos, Inc. hereby agrees to and acknowledges
the terms and conditions contained in this letter agreement on the date first
written above.
Xxxxxx, Inc.
By:
----------------------
Name:
Silipos, Inc.
By:
----------------------
Name:
EXHIBIT A
SSL WIRING INSTRUCTIONS
Barclays Bank plc
Manchester
SWIFT: XXXXXX00
a/c SSL International
a/c 48682022
IBAN: XX00 XXXX 0000 0000 0000 00
