AMENDMENT TO LETTER AGREEMENT DATED AS OF MARCH 21, 2001
This Amendment to the Letter Agreement dated as of March 21, 2001 among
Palladin Capital IX, LLC, a Delaware limited liability company ("Palladin"),
Reservoir Capital Partners, L.P., a Delaware limited partnership ("RCP"),
Reservoir Capital Associates, L.P., a Delaware limited partnership ("RCA"),
Reservoir Capital Master Fund, L.P., a Cayman Islands exempted limited
partnership ("RCMF", and, together with RCP and RCA, "Reservoir"), Glenhill
Capital LP ("Glenhill"), and the other signatories thereto (the "Letter
Agreement") is made and entered into to be effective as of November 1, 2001.
WHEREAS, Section 3(f) of the Letter Agreement provides that Section 2
of thereof may be amended only with the written consent of each of Palladin,
Reservoir and Glenhill.
WHEREAS, each of Palladin, Reservoir and Glenhill desire to amend
Section 2 of the Letter Agreement as provided herein.
NOW THEREFORE, the parties hereto agree as follows:
1. Section 2 of the Letter Agreement shall be deleted in its
entirety.
2. Except as amended hereby, the Letter Agreement shall continue
in full force and effect.
3. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which together
shall constitute one instrument.
4. This Amendment shall be governed in all respects by the laws
of the State of New York without regard to provisions
regarding choice of law.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
PALLADIN INVESTMENTS IX, LLC
By: Palladin Investments, LLC, Manager
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
Title: Managing Member
RESERVOIR CAPITAL PARTNERS, L.P.
By: Reservoir Capital Group, L.L.C.,
general partner
By: /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
RESERVOIR CAPITAL ASSOCIATES, L.P.
By: Reservoir Capital Group, L.L.C.,
general partner
By: /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
RESERVOIR CAPITAL MASTER FUND, L.P.
By: Reservoir Capital Group, L.L.C.,
general partner
By: /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
GLENHILL CAPITAL LP
By: GJK Capital Management, LLC,
general partner
By: Krevlin Advisors, LLC, managing member
By: /s/ XXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Member
