EXHIBIT 10.3
JAH REALTIES, L.P.
VERITECH VENTURES LLC
JAH I/O LLC
C/O JAH REALTIES, L.P.
0 XXXXXXXXXXXXXX XXXX, XXXXX 000
XXXXXXXX, XXX XXXX 00000
September 29, 1999
Reckson Service Industries, Inc.
RSI I/O Holdings, Inc.
RSI-OnSite Holdings LLC
RSI-OSA Holdings, Inc.
c/o Reckson Service Industries, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
This letter of amendment (this "Amendment") sets forth amendments to
the letter agreement dated September 23, 1999 (the "Letter Agreement") among
JAH Realties, L.P., Veritech Ventures LLC, JAH I/O LLC, Reckson Service
Industries, Inc., RSI I/O Holdings, Inc., RSI-OnSite Holdings LLC and RSI-OSA
Holdings, Inc. All capitalized terms not defined herein have the same meanings
herein as in the Letter Agreement.
The parties hereto, in exchange for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, agree that the
Letter Agreement is amended as provided herein.
1. Section 4(a) and Section 4(b) of the Letter Agreement are hereby
deleted in their entirety and replaced with the following:
"(a) The closing of the OCC Sale (as defined below) shall occur
on September 29, 1999, provided that simultaneous with the
closing of the OCC Sale the transactions set forth in the
Rabinowtiz Acquisition Agreement shall also close. The
closing of the OnSite Sale shall occur on October 15, 1999,
or such earlier date as the parties may agree.
(b) Intentionally omitted."
2. Section 5 of the Letter Agreement is hereby amended by inserting
a new paragraph after paragraph (i) thereof, which shall state
as follows:
"(j) As an additional condition to the closing of the Vantas
Sale, Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of
1976, as amended (the "HSR Act") approval, if necessary
(and the parties agree that, in the event such approval is
necessary, Buyer shall pay all fees and costs, including
reasonable attorney's fees of the attorneys designated by
Buyer to represent Buyer and the Sellers, in connection
with preparing, filing and processing the application under
the HSR Act)."
3. Section 9(a) of the Letter Agreement is hereby amended by
deleting the words "Acquisition (other than the Vantas Sale)"
that appear twice in the first sentence thereof and replacing
them with the words "OCC Sale" in each place.
4. Section 9 of the Letter Agreement is hereby amended by inserting
a new paragraph after paragraph (d) thereof, which shall state
as follows:
"(e) The parties agree that in the event that Buyer determines
that HSR Act approval is necessary or such HSR Act approval
is otherwise required in connection with the OnSite Sale,
then Buyer shall pay all fees and costs, including
reasonable attorney's fees of the attorneys designated by
Buyer to represent Buyer and the Sellers, in connection
with preparing, filing and processing any application under
the HSR Act."
5. Section 11 of the Letter Agreement is hereby amended by deleting
the words "Acquisition (other than the Vantas Sale)" in the
first sentence thereof and replacing them with the words"OnSite
Sale".
6. Section 12(a) of the Letter Agreement is hereby amended by
deleting the words "Concurrently with the closing of the OCC
Sale and the OnSite Sale" and replacing them with the words
"Concurrently with the closing of the OnSite Sale".
7. Section 13 of the Letter Agreement is hereby amended by
inserting a new paragraph after paragraph (c) thereof, which
shall state as follows:
"(d) Notwithstanding anything contained herein to the contrary,
in the event that the OnSite Sale shall not close on or
prior to October 15, 1999, then JAH shall be entitled to
dispose of the 260,000 shares of RSI Stock issued to JAH in
connection with the OCC Sale in accordance with law and
without restriction imposed under this Agreement."
8. Other than as specifically set forth in this Amendment, all of
the terms and conditions of the Letter Agreement shall remain in
full force and effect. All references to the Letter Agreement
after the date hereof shall automatically be
deemed to include this Amendment, and, accordingly, without
limiting the generality of this sentence, it is understood
and agreed that the defined term "Agreement" includes,
collectively, the Letter Agreement and this Amendment.
9. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts
made and to be performed entirely in the State of New York.
10. This Amendment may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which
when so executed shall be deemed an original and all of which
taken together shall constitute one and the same agreement. This
Agreement may be executed and delivered via facsimile machine by
the parties, which shall be deemed for all purposes as original.
[SIGNATURE PAGES FOLLOW]
If the foregoing terms and conditions are satisfactory to you, please
signify your agreement thereto by signing and returning the enclosed copy of
this Amendment.
Very truly yours,
JAH Realties, L.P.
0 Xxxxxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
By: JLH Realty Management Service, Inc.,
its general partner
By: /s/ Xxx X. Hallpern
_______________________________
Name: Xxx X. Xxxxxxx
Title: President
Veritech Ventures LLC
0 Xxxxxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
By: JAH Realties, L.P., its managing member,
By: JLH Realty Management Service, Inc.,
its general partner
By: /s/ Xxx X. Xxxxxxx
_______________________________
Name: Xxx X. Xxxxxxx
Title: President
(SIGNATURE PAGE CONTINUES)
JAH I/O, LLC
0 Xxxxxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
By: JAH Realties, L.P., its managing member,
By: JLH Realty Management Service, Inc.,
its general partner
By: /s/ Xxx X. Xxxxxxx
_____________________________
Name: Xxx X. Xxxxxxx
Title: President
Accepted and agreed to this
29th day of September, 1999
Reckson Service Industries, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
By: /s/ Xxxxx Xxxxxxx
________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
RSI I/O Holdings, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
By: /s/ Xxxxx Xxxxxxx
________________________________
Name: Xxxxx Xxxxxxx
Title: Vice President
(SIGNATURE PAGE CONTINUES)
RSI-OnSite Holdings LLC
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
By: Reckson Service Industries, Inc.
Its sole member
By: /s/ Xxxxx Xxxxxxx
___________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
RSI-OSA Holdings, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
By: /s/ Xxxxx Xxxxxxx
________________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
(FINAL SIGNATURE PAGE)
