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EXHIBIT 10.17
XxxXxxxx.xxx, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Xxxx X. XxXxxxxxxx
President and Chief Executive Officer
January 22, 2000
Xxxxxxxxxx Holding Corporation
Via E-mail: Xxx.Xxxxxxx@Xxxxxxxxxx.xxx
Ladies and Gentlemen:
This letter will evidence our mutual understanding and agreement with
respect to the strategic alliance (the "Strategic Alliance") between
XxxXxxxx.xxx, Inc., a Delaware corporation (the "Company") and Xxxxxxxxxx
Holding Corporation, a Delaware corporation ("Purchaser").
1. Purchase of Company Common Stock by Purchaser.
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(a) Purchaser hereby agrees to purchase 204,291 shares of the
Company's common stock, par value $.01 per share (the "Common
Stock"), pursuant to a Subscription Agreement (in the form
attached hereto as Exhibit A) for $1,000,008.89 in cash and the
execution of a promissory note (the "Note") (in the form attached
hereto as Exhibit B) in favor of the Company in aggregate
principal amount of $1,000,008.89. At least one half of the
shares of Common Stock purchased by Purchaser pursuant to the
Subscription Agreement will be subject to a Security Agreement
(in the form attached hereto as Exhibit C).
(b) The Note will be payable in eight consecutive quarterly
installments of $125,000.00 payable January 1, April 1, July 1
and October 1, commencing April 1, 2000. With each payment, a
dollar-for-dollar credit will accrue to Purchaser's trading
account against which one-sided commissions generated by
Purchaser pursuant to that certain Participant Agreement between
Purchaser and the Company (the "Participant Agreement"), will be
debited. To the extent that Purchaser expects to generate
one-sided commissions under the Participant Agreement in excess
of $125,000.00, the Note may be prepaid to increase the credit in
Purchaser's trading account. Any credit attributable to payments
on the Note that remain in Purchaser's trading account as of May
1, 2002 will be cancelled.
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2. Other Obligations and Agreements.
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(a) Use of Names. Neither party to this agreement may reference the
other party to this agreement in presentations, advertising,
promotions or other published information without the other
party's prior consent (which consent shall not be unreasonably
withheld); provided, however, that either party may make such
disclosure if in the reasonable opinion of such party's counsel
such disclosure is required by law under the circumstances.
(b) Exclusivity. Purchaser shall commit good faith efforts to use the
Company's trading platform on an exclusive basis (except to the
extent provided hereinafter) from the date hereof through
December 31, 2001 for any chemicals and plastics that it buys,
sells, trades, auctions, reverse auctions or otherwise transfers
using e-Commerce to the extent such products are then traded over
the Company's system. Notwithstanding the foregoing, however,
Purchaser reserves the right, in its sole discretion, but acting
in good faith, to utilize other platforms as well as its own
platform (if one should be established) (i) for selling and
buying purposes or (ii) where suppliers require the use of other
platforms.
3. Miscellaneous.
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(a) The Strategic Alliance, this letter agreement and all
documentation contemplated by this letter shall be governed by
the laws of the State of Texas, without regard to any conflict of
laws principles.
(b) Each of Purchaser and the Company will bear its own costs and
expenses of the preparation of the documentation and performance
of the obligations set forth in this letter.
If this letter correctly sets forth our understanding, please indicate
your acceptance by executing this letter in the space provided below.
Very truly yours,
/s/ XXXX X. XXXXXXXXXX
Xxxx X. XxXxxxxxxx
ACCEPTED AND AGREED TO
THIS 27th DAY OF JANUARY, 2000:
MEUHLSTEIN HOLDING CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
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