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EXHIBIT 99.1
LETTER OF UNDERSTANDING DATED MARCH 22, 2002
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March 22, 2002
Xxxxxx Electronics Corporation
00 Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
Chief Financial Officer
Re: Proposed Waiver Agreement and Security Interest
Dear Xx. Xxxx:
This letter shall confirm the understanding between HFTP Investment LLC ("HFTP")
and Xxxxxx Electronics Corporation ("Xxxxxx") relating to the proposed waiver
and grant of security interest (the "Transaction") outlined in the term sheet
attached hereto (the "Term Sheet"). HFTP and Xxxxxx have agreed in principle to
the terms of the Transaction as outlined in the Term Sheet and agreed to
negotiate definitive documentation for the Transaction. HFTP and Xxxxxx
acknowledge that this letter is a non-binding expression of each party's
intention and agree that neither of the parties hereto is or intends to be
bound to or make or accept the Transaction other than pursuant to such final
documentation as HFTP and Xxxxxx may agree upon, and neither party shall have
any liability or obligation to the other with the Transaction except as
expressly provided herein.
If the terms of this letter are acceptable to you, please sign below where
indicated.
Very truly yours,
HFTP INVESTMENT L.L.C.
By: Promethean Asset Management L.L.C.
Its: Investment Manager
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title:
Xxxxxx and Accepted this 22nd day of March, 2002
XXXXXX ELECTRONICS CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Chief Financial Officer
