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Exhibit 99.2
January 16, 1996
The Team for New Management, L.L.C.
c/o Xx. Xxxxxx Xxxxx
00000 Xxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Re: Interim Agreement
Ladies and Gentlemen:
For good and valuable consideration, the receipt of which is
hereby acknowledged, and with the intent that you will rely hereon, we hereby
agree as follows:
1. We ratify and reiterate the provisions contained in
Paragraph 8 of that certain Letter of Intent between us dated January 3, 1996.
The provisions of such Paragraph 8 will apply to us, as well as each entity
directly or indirectly controlled by us (the "WRI Affiliates").
2. You will receive advance written notice of, and the
right to register your approval or disapproval of, any cash expenditure or
deposit by us or any WRI Affiliate other than (i) to meet current payroll at
historical rates of pay (i.e. not in excess of $300,000 funded on the 1st and
15th of each month); and (ii) payments, each of which is less than $500, and
the aggregate of which in any given week is not more than $5,000. In the event
that you disapprove by the close of the next business day after you receive
actual notice of the proposed payment of any particular expenditure or deposit,
we will not make such expenditure unless and until the expenditure has been
approved by our Board of Directors at a meeting duly noticed in accordance with
our Bylaws and applicable law at which you are given the opportunity to present
your objection to payment of the proposed expenditure.
3. Attached hereto as Attachment A is a true and correct
list of each bank account and investment account of WRI and each WRI Affiliate,
including the bank account number and the authorized signatories on each
account. We represent and warrant that as of the date hereof, no person other
than Xxxxxx Xxxxxx and/or Xxxxx Xxxxxx is an authorized signatory on any such
account, except for depository accounts at the WRI Affiliates, and we covenant
that no persons will be added as signatories
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without your approval. We hereby authorize the release to you of all records
in connection with each such account. Attached hereto as Attachment B is a
letter that you may present to each bank and financial institution related to
such accounts authorizing the release of such information.
4. We hereby represent and warrant that we have
canceled, effective immediately, all credit cards as to which WRI or WRI
Affiliates are liable for payment. We agree to make available to you all
records related to any such credit cards.
5. You will receive immediate notification by facsimile
of all actions taken and approvals given by our Board of Directors or executive
committee, and any Board of Directors, executive committee or equivalent of any
WRI Affiliate. Such notice will be sent to the attention of Xxxxxx Xxxxx at
000-000-0000, with a copy to Xxxx Xxxxxxx at 000-000-0000.
6. Effective immediately, we will suspend or terminate
any and all payments to our former employees and former employees of any WRI
Affiliate.
7. We will permit you to place a representative at our
Tucson executive offices. Such person or persons will be afforded the right to
attend all company, management and Board meetings, other than that portion of
Board meetings that involve the discussion of arrangements between us.
8. We understand you are expending significant resources
in reliance on the agreements set forth in this letter, and we intend that you
so rely.
Very truly yours,
WORK RECOVERY, INC.
By:/Xxxxxx X. Xxxxxx
Its: Senior Vice President and
Chief Financial Officer
