EXHIBIT 2
▇▇▇▇ ▇▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
As of January 2, 1997
MD Co., as Nominee for
Memorial Drive Trust
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇,
Assistant Vice President.
Re: The ▇▇▇▇▇ Company
Gentlemen:
This letter will confirm the agreement reached between MD Co., as Nominee for
Memorial Drive Trust ("MDT") (the "Seller") and ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("Kanders") through his representative, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with respect to the
purchase by Kanders, either directly or through a company to be formed (the
"Purchaser") of 2,651 shares of preferred stock ("Preferred Stock") of the ▇▇▇▇▇
Company ("▇▇▇▇▇") and 19,502 shares of common stock ("Common Stock") of ▇▇▇▇▇
owned by MDT (collectively, the "MDT Stock").
On the Closing Date (as hereinafter defined),
Purchaser shall purchase from MDT and MDT shall sell the MDT Stock to Purchaser,
free and clear of all liens, claims, encumbrances, security interests and rights
of third parties, except as set forth in ▇▇▇▇▇'▇ Certificate of Incorporation,
as amended through April 24, 1996 and that certain Settlement Agreement with
various parties, including Seller, dated April 13, 1995, and Seller shall convey
good and marketable title thereto to Purchaser for the purchase price and
subject to the terms and conditions set forth herein.
The aggregate purchase price for the MDT Stock is
$75,466.73. The purchase price for the MDT Stock shall be paid at Closing by
wire transfer of immediately available funds payable to the order or account of
MDT.
Purchaser's obligations to purchase the MDT Stock
is subject to and conditional upon (x) MDT delivering at Closing certificates
evidencing the MDT Stock, together with stock powers duly executed by an
authorized officer of MDT, with medallion signature guarantee, and all necessary
transfer stamps affixed, free and clear of all legends and restrictions under
the various Federal and state securities laws or otherwise; and (y) the
contemporaneous closing of the sale by New York Life Insurance Company and New
York Life Insurance and Annuity Corporation of an aggregate amount of 45,077.93
shares of ▇▇▇▇▇ Preferred Stock and 331,542 shares of ▇▇▇▇▇ Common Stock to
Purchaser.
Seller represents and warrants to Purchaser that:
(a)
this letter agreement and the transactions contemplated
hereby have been duly authorized by all corporate or other
actions necessary to have been taken by Seller and all
necessary consents and approvals thereto have been obtained;
and
(b)
this letter agreement and the transactions contemplated
hereby do not violate (x) any agreement, lease, indenture or
other instrument or understanding to which MDT is a party or
to which the Stock is subject or (y) any law, rule,
regulation, judgment or order to which MDT or the MDT Stock
are subject.
The closing ("Closing") shall occur
contemporaneously with the execution of this letter agreement by all parties
hereto and the satisfaction of the conditions to Closing set forth above
("Closing Date").
Seller shall, without further consideration,
execute and deliver to Purchaser such other documents and take such other
actions as Purchaser may
reasonably request to carry out the transactions contemplated by this Agreement
and to vest more fully the Stock and the certificates representing the Stock in
the name of Purchaser. In furtherance of the preceding sentence, Seller shall
deliver or cause the delivery to ▇▇▇▇▇ and/or its transfer agent any and all
certificates, resolutions, direction letters and other documentation which may
be required by such transfer agent or ▇▇▇▇▇ in order to issue unlegended
certificates representing the Stock in the name of Purchaser.
If this letter accurately reflects your mutual
understanding and agreement, kindly sign in the space provided and return it to
the undersigned.
Should you have any questions or comments, please
call me immediately upon receipt of this letter.
Very truly yours,
JST:mi /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ACCEPTED and AGREED:
MD Co., as Nominee for
Memorial Drive Trust:
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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