Exhibit 7
November 13, 1996
Lanxide Performance Materials, Inc.
0000 Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Dear Sirs:
Reference is made to the Security Agreement dated
August 30, 1996 (the "Security Agreement") by and between
Commodore Applied Technologies, Inc. (the "Secured Party") and
Lanxide Performance Materials, Inc. (the "Debtor"). Reference is
further made to the security agreement to be entered into on or
about the date hereof (the "COES Security Agreement") between the
Debtor and Commodore Environmental Services, Inc. ("COES"),
pursuant to which the Debtor proposes to grant to COES a second
priority lien and security interest in the Collateral (as such
term is defined in the Security Agreement).
The Secured Party hereby (a) consents to the granting
of the liens and security interests to COES in accordance with
the form of COES Security Agreement presented hereto, and (b)
waives any Event of Default (as such term is defined in the Line
of Credit Promissory Noted dated August 30, 1996 (the "Note") in
the maximum principal amount of $1,500,000 issued by the Debtor
to the Secured Party) that would otherwise be deemed to have
occurred by reason of the granting of such liens and security
interests to COES. This consent is expressly subject to (i) the
granting of the liens and security interests in the Collateral to
COES strictly in accordance with the terms and conditions of the
form of COES Security Agreement presented hereto (including,
without limitation, the remedies of COES under the COES Security
Agreement being subject to the rights of the Secured Party under
the Security Agreement), (ii) the Debtor's agreement (evidenced
by its signature below) not to amend or modify in any respect the
liens and security interests being granted to COES, or the COES
Security Agreement or any other agreement or instrument
respecting the rights of COES against and in respect of the
Collateral, and (iii) the agreement of the Debtor (evidenced by
its signature below) that the occurrence and continuance of any
"Event of Default" under the Debtor's loan agreements and/or
promissory notes with COES shall constitute an Event of Default
under and for purposes of the Note.
Kindly confirm your agreement to the foregoing by
countersigning a counterpart copy of this letter in the space
provided below.
Very truly yours,
COMMODORE APPLIED
TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------
Acknowledged, Confirmed and
Agreed To:
LANXIDE PERFORMANCE MATERIALS, INC.
By: Xxxx Xxxxxxxxx
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