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EXHIBIT 10.16(b)
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October , 1987
The Ekco Group, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Centronics Corporation
00 Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxx Xxxxxxxxx 00000
Ekco Acquisition Corp.
c/o Centronics Corporation
00 Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxx Xxxxxxxxx 00000
Gentlemen:
Reference is made to the Purchase Agreement by and between the Ekco Group,
Inc. ("Ekco") and American Home Products Corporation ("AHP") dated September 7,
1984 (the "AHP - Ekco Agreement") and the letter from AHP to Ekco dated February
8, 1985 relating to the AHP - Ekco Agreement (the "1985 Letter"). All
capitalized terms not defined herein, expressly or by reference, shall have the
respective meanings assigned to them in the AHP - Ekco Agreement.
Further reference is made to the Agreement of Purchase and Sale of Stock by
and among The Fulcrum Partnership, AHP, certain other stockholders of Ekco
(collectively, the "Sellers"), Ekco, Centronics Corporation ("Centronics") and
Ekco Acquisition Corp. ("EAC") dated October , 1987 (the "Ekco - Centronics
Agreement").
Under the Ekco - Centronics Agreement, EAC has agreed to acquire from the
Sellers, and the Sellers have agreed to sell to EAC, not less than ninety
percent of the outstanding shares of common stock of Ekco on the terms and
conditions provided for in the Ekco - Centronics Agreement. Among the conditions
to the obligations of Centronics and
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The Ekco Group, Inc..
Centronics Corporation
Ekco Acquisition Corp.
September , 1987
Page 2
EAC to consummate the transactions contemplated by the Ekco - Centronics
Agreement written assurances from AHP provided for in Sections 10(i), (j) and
(k) of the Ekco - Centronics Agreement.
Accordingly:
1. AHP confirms that the 1985 Letter is now, and will remain after the
Closing, full force and effect. AHP further agrees that, pursuant to the third
paragraph of the 1985 Letter and not by way of limitation thereof, AHP has
assumed and will continue to assume all Loss and Expense arising out of the
matters set forth on Schedule A to this letter, except to the extent that it
shall have been finally determined or agreed that any such Loss or Expense shall
have arisen out of events occurring after September 7, 1984. Without limiting
the generality of the foregoing or in any way the provisions of the AHP - Ekco
Agreement, the 1985 Letter or the Ekco - Centronics Agreement, AHP acknowledges
that AHP has undertaken, and will continue to undertake, to indemnify, hold
harmless and defend you from and against the matters set forth on Schedule B
hereto.
2. AHP hereby confirms that its note financing of Ekco under the Note
Agreement dated September 7, 1984 (the "Note Agreement") is, and will remain
after the Closing, in full force and effect in accordance with the terms of the
Note Agreement, that, to AHP's best knowledge, no breach of the Note Agreement
or otherwise of such note financing has occurred, and that no event has occurred
or circumstance exists which, with the passage of time or otherwise, will
constitute such a breach. AHP further understands that Ekco will pay in full at
the time of the permanent financing of the Ekco - Centronics transaction the
Subordinated Promissory Note, Series A, dated September 7, 1984, in the
principal amount of $10,000,000.
3. AHP confirms that the representations and warranties in Section 2.14 of
the AHP - Ekco Agreement were true and correct as and through the closing of the
transactions provided for in the AHP - Ekco Agreement.
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The Ekco Group, Inc..
Centronics Corporation
Ekco Acquisition Corp.
September , 1987
Page 3
AHP agrees that, in satisfaction of the conditions of Section 10(i), (j)
and (k) of the Ekco - Centronics Agreement, it will deliver to Centronics and
EAC at the Closing a certificate certifying as of the Closing that the
confirmations, representations and warranties in this letter remain true and
correct in all respects.
AHP further confirms that, to AHP's best knowledge, no breach of the AHP -
Ekco Agreement by Ekco presently exists.
Except as expressly provided herein and in the 1985 Letter, all other terms
and conditions of the AHP - Ekco Agreement and of the Ekco - Centronics
Agreement remain in full force and effect.
If you are in agreement with the foregoing, please indicate your acceptance
of the terms hereof by signing the enclosed copy of this letter and forwarding
same to the undersigned. The acknowledgement of the Fulcrum Partnership, on
behalf of all of the Sellers, shall constitute their acknowledgement of and
agreement to the foregoing.
Sincerely,
AMERICAN HOME PRODUCTS CORPORATION
By /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Accepted and Agreed to:
THE EKCO GROUP, INC.
By /s/ XXXXXX X. XXXXXXX
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The Ekco Group, Inc..
Centronics Corporation
Ekco Acquisition Corp.
September , 1987
Page 4
CENTRONICS CORPORATION
By /s/ XXXXXX XXXXX
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EKCO ACQUISITION CORP.
By /s/ XXXXXX XXXXX
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Acknowledged and Agreed to:
THE FULCRUM PARTNERSHIP
(for itself and the other Sellers)
By GIBBONS, GREEN, VON AMERONGEN
By /s/ [Illegible]
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a general partner,
duly authorized
