EXHIBIT 10.1
REAFFIRMATION AND RATIFICATION AGREEMENT
----------------------------------------
November 16, 2005
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the (a) Subsidiary Guaranty dated as of July 12, 2004 made
by Page Digital Incorporated, a Delaware corporation ("Page"), IP Retail
Technologies International, Inc. (f/k/a IPI Merger Sub II, Inc.), a Delaware
corporation ("IP Retail") and Sabica Ventures, Inc., a California corporation
("Sabica") in favor of Laurus Master Fund, Ltd., a Cayman Islands company
("Laurus") (as amended, modified or supplemented from time to time, the
"Subsidiary Guaranty"), (b) Master Security Agreement dated as of July 12, 2004
made by Island Pacific, Inc., a Delaware corporation (the "Company"), Page, IP
Retail and Sabica in favor of Laurus (as amended, modified or supplemented from
time to time, the "Master Security Agreement") and (c) Stock Pledge Agreement
dated as of July 12, 2004 made by the Company in favor of Laurus (as amended,
modified or supplemented from time to time, the "Stock Pledge Agreement") (the
Subsidiary Guaranty, the Master Security Agreement and the Stock Pledge
Agreement, collectively, the "Existing Security and Guaranty Agreements").
To induce Laurus to provide additional financial accommodations to the
Company evidenced by (i) that certain Term Note, dated the date hereof, made by
the Company in favor of Laurus (as amended, modified or supplemented from time
to time, the "November 2005 Laurus Term Note"), (ii) the Purchase Agreement
referred to in the November 2005 Laurus Term Note (as amended, modified or
supplemented from time to time, the "2005 Laurus Purchase Agreement"), (iii) the
Related Agreements referred to in, and defined in, the November 2005 Laurus
Purchase Agreement (the agreements set forth in the preceding clauses (i)
through (iii), inclusive, collectively, the "November 2005 Laurus Agreements"),
each of the Company, Page, IP Retail and Sabica hereby:
(a) represents and warrants to Laurus that it has reviewed and approved
the terms and provisions of each of the November 2005 Laurus Agreements and the
documents, instruments and agreements entered into in connection therewith;
(b) acknowledges, ratifies and confirms that all indebtedness incurred
by, and all other obligations and liabilities of, each of the Company, Page, IP
Retail and Sabica under each of the November 2005 Laurus Agreements are (i)
"Obligations" under, and as defined in the Subsidiary Guaranty, (ii)
"Obligations" under, and as defined in, the Master Security Agreement and (iii)
"Indebtedness" under, and as defined in, the Stock Pledge Agreement;
(c) acknowledges, ratifies and confirms that each of the November 2005
Laurus Agreements are "Documents" under, and as defined in, each of the
Subsidiary Guaranty, the Master Security Agreement and the Stock Pledge
Agreement;
(d) acknowledges, ratifies and confirms that all of the terms,
conditions, representations and covenants contained in the Existing Security and
Guaranty Agreements are in full force and effect and shall remain in full force
and effect after giving effect to the execution and effectiveness of each of the
November 2005 Laurus Agreements;
(e) represents and warrants that no offsets, counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any Existing Security and Guaranty Agreement;
(f) acknowledges, ratifies and confirms the grant by each of the
Company, Page, IP Retail and Sabica to Laurus of a security interest in the
assets of (including the equity interests owned by) each of the Company, Page,
IP Retail and Sabica, respectively, as more specifically set forth in the
Existing Security and Guaranty Agreements; and
(g) acknowledges and agrees that any Event of Default under, and as
defined in, any of the Laurus Agreements referred to above shall constitute an
"Event of Default" under, and as defined in, each other Laurus Agreement,
entitling Laurus to automatically accelerate the indebtedness thereunder and
exercise all of its rights and remedies under the Laurus Agreements and
applicable law (the term "Laurus Agreements" shall mean, collectively, any
document, instrument or agreement by and among any one or more of any of the
Company, Page, IP Retail and/or Sabica, on the one hand, and Laurus, on the
other hand).
[The remainder of this page is intentionally left blank]
2
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Very truly yours,
ISLAND PACIFIC, INC.
By: ___________________________________
Name:
Title:
PAGE DIGITAL INCORPORATED
By: ___________________________________
Name:
Title:
IP RETAIL TECHNOLOGIES
INTERNATIONAL, INC.
(f/k/a IPI Merger Sub II, Inc.)
By: ___________________________________
Name:
Title:
SABICA VENTURES, INC.
By: ___________________________________
Name:
Title:
Acknowledged and Agreed to by:
LAURUS MASTER FUND, LTD.
By: _______________________________
Name:
Title:
3
