Exhibit 10.2
November 26, 1997
Xxxxxx X. Xxxxxx, Xx.
President
FTG Venture Corporation
00 Xxxxxxxx Xxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000
Xxxxx X. Anger, Jr.
Farmstead Asset Management Services, LLC
00 Xxxxxxxx Xxxxx
Xxx 0, Xxxxx 460-C
Centennial Corporate Park
Piscataway, NJ 08854
Xxxxx X. Anger, Jr.
Member
FAMS, L.L.C.
Xxx 0, Xxxxx 000-X
Xxxxxxxxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Purchase and Sale Agreement dated the 1st day of December, 1997 and
effective October 1, 1997, by and among Farmstead Telephone Group,
Inc. and FTG Venture Corporation, and FAMS, LLC and Farmstead Asset
Management Services, LLC
Gentlemen:
This Letter Agreement sets forth the understanding and agreement of all
of the signatories hereto with respect to certain amendments agreed to by all
of the parties to that certain Purchase and Sale Agreement (the "Purchase
Agreement") dated the 1st day of December, 1997 and effective the 1st day of
October, 1997, by and among Farmstead Telephone Group, Inc. ("FTG") and FTG
Venture Corporation ("FVC"), and FAMS, LLC ("FAMS") and Farmstead Asset
Management Services, LLC (the "Company"). All of the parties hereto agree as
follows:
The Purchase Agreement is hereby amended as follows:
1. Section 1.6 is hereby amended by deleting from the first sentence
the words "Ninety-One Thousand Dollars ($91,000)" and replacing
them with the words "Forty-Five Thousand Dollars ($45,000)."
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2. Section 1.6 is hereby amended by deleting from the last sentence
the words "April 15, 1999" and replacing them with the words "March
31, 2003."
3. Section 1.6 is hereby amended by adding a new sentence immediately
after the last sentence to read as follows:
"In the event that amounts of principal and interest remain
due and unpaid to FTG under the Note on and after March 31, 2003 ,
Buyer shall obtain an extension of the Letter of Credit until all
of Buyer's obligations for payment of principal and interest due
under the Note are paid in full, and notwithstanding anything to
the contrary contained in this Agreement, the Note, the Guaranty
and the Security Agreements, the failure of Buyer to extend the
Letter of Credit under the foregoing circumstances shall be deemed
an Event of Default, as defined under the Note, and a material
breach of this Agreement."
4. A new Section 1.8 is hereby added which reads as follows:
1.8 Pallet Racking. The Company hereby transfers, conveys and
assigns all of its right, title and interest in and to
one-half of that certain Pallet Racking (the "Racking") more
particularly described in Schedule A.6 at page 6, SYS No.
000259 attached hereto as Exhibit A, and is carried on the
books of the Company at a Net Book Value of $19,184.58 as of
September 30, 1997.
5. A new Section 1.9 is hereby added to read as follows:
1.9 Excluded Receivable. The Company hereby transfers, conveys
and assigns to FTG all of its right, title and interest in
and to that certain account receivable of the Company payable
by World Services International (the "Excluded Receivable")
more particularly described in Schedule A.1 at page 1
attached hereto as Exhibit B together with all proceeds
thereof, which Excluded Receivable shall not be considered an
asset of the Company for the purposes of the Purchase
Agreement.
6. A new Section 1.10 is hereby added to read as follows:
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1.10 FTG Credit. The Company hereby grants to FTG a credit in the
amount of Fifteen Thousand Two Hundred Seventy-Nine and
26/100 Dollars ($15,279.26) on future purchases made by FTG
from the Company (the "FTG Credit"), which FTG Credit shall
be utilized by FTG, in its sole discretion, in lieu of
payment on purchases of inventory and/or fixed assets that
the Company shall make available for sale to FTG priced at
the lower of the Company's cost of the inventory and/or fixed
assets or the book value as reflected on the books of the
Company as of the date of the purchase by FTG. The FTG
Credit, as adjusted to account for purchases made by FTG,
shall be carried on the books of the Company as a liability
of the Company until such time as FTG has fully utilized the
FTG Credit by purchasing inventory of the Company.
7. A new Section 6.7 is hereby added to read as follows:
6.7 Delivery of Racking. No later than the first to occur of (i)
the date upon which the Company moves its offices at the
Premises, or (ii) the effective date of any lease entered
into by the Buyer with the Landlord to continue to occupy the
Premises or any portion of the Premises on or after April 1,
1998, the Company shall deliver to FTG, at FTG's expense, the
Racking at a location designated by FTG.
8. Schedule A.1 at page 1 is hereby amended by deleting the line item
entitled "World Services International" and all accounting entries
associated therewith as indicated on the attached Exhibit B.
If the above reflects your understanding of the agreed upon amendments to
the Purchase Agreement, please sign this Letter Agreement in the spaces
provided for you below, which signature, together with those of the other
parties hereto, shall bind all of the parties hereto to the amendments to the
Purchase Agreement set forth herein.
Sincerely,
FARMSTEAD TELEPHONE GROUP, INC.
/s/ Xxxxxx X. XxXxxxx
-------------------------------------
Xxxxxx X. XxXxxxx
Secretary
Duly Authorized
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AGREED AND ACCEPTED:
s/s Xxxxxx X. XxXxxxx
---------------------------------------
Xxxxxx X. XxXxxxx
Secretary
FTG Venture Corporation
s/s Xxxxx X. Anger, Jr.
---------------------------------------
Xxxxx X. Anger, Jr.
Duly Authorized Member of FAMS, LLC
On behalf of
Farmstead Asset Management Service, LLC
s/s Xxxxx X. Anger, Jr.
---------------------------------------
Xxxxx X. Anger, Jr.
Member
FAMS, LLC
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