Exhibit 10.32
September 20, 2001
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Re: Amendment of Put Option Agreement Dated June 15, 2000
Dear ▇▇▇▇▇▇▇,
Following the meetings we had on Friday, August 9, 2001 and Tuesday, August 22,
2001, we reached an understanding regarding the Seventh and Eighth Option
Instalments pursuant to Sections 4.2.7, 4.4 and 4.5 of that certain Put Option
Agreement dated as of June 15, 2000 (the "Put Option Agreement") between the
Shareholders of InterCard (as such terms are defined in the Put Option
Agreement) and On Track Innovations Ltd. ("OTI") that will enable us to conclude
the transactions contemplated by that certain agreement date June 15, 2000
between the Shareholders and OTI regarding the purchase of 51% of the
InterCard's nominal capital (the "Purchase Agreement"), the Put Option Agreement
referred to above regarding the purchase of the remaining 49% of InterCard's
nominal capital and ancillary documentation thereto, including, but not limited
to, the Share Pledge Agreement as of June 15, 2000 (the "Share Pledge
Agreement"). All capitalized terms used but not specifically defined in this
letter shall have the meanings ascribed to them in the Put Option Agreement. I
would like to set forth our agreement for conclusion of such transaction as
follows:
1. The Shareholders accept the 59,376 OTI Shares received form the Escrow
Account on August 2, 2001 as partial payment of the Seventh Option
Instalment.
2. In fulfilment of (i) the remaining balance of the Seventh Instalment
pursuant to Section 4,2.7, (ii) Section 4.4 and (iii) Section 4.5 of the
Put Option Agreement, OTI will pay to you on behalf of the Shareholders an
aggregate amount of Euro 864,465.00 (the "Final Payment").
3. The Final Payment of Euro 864,465.00 shall be paid as follows:
3.1 Euro 216,105 shall be paid in cash, no later then October 4, 2001.
3.2 Euro 648,360 shall be paid as stipulated hereunder and immediately
granted to OTI as a loan ("Loan I") (for the avoidance of doubt, no
money shall be transferred between the parties when the loan is
granted). OTI will repay Loan I over three years, in 36 monthly
instalments as set forth on Schedule A attached to this letter
commencing on November 1, 2001. Loan I shall bear interest at a rate
of 6% per annum payable in accordance with Schedule A. OTI shall have
the option, in its discretion, at any time to prepay the remaining
principal amount of Loan I.
3.3 In the event OTI fails to pay a monthly instalment within 30 days
from the receipt of a written notice regarding such failure, the
remaining principal amount of Loan I shall become due immediately
following the above period.
4. OTI shall grant a loan ("Loan II") to InterCard K in an amount of Euro
432,230 on the same terms as Loan I.
5. The Final Payment of 864,465.00 shall be the full and final payment of the
total consideration according to the Put Option Agreement, including all
payments due to you, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Civil Partnership. In addition, the Final Payment shall be deemed a full
and final fulfilment of all OTI's obligations under the Purchase Agreement,
the Put Option Agreement and ancillary documentation thereto.
6. Section 3.5 of the Put Option Agreement and the Share Pledge Agreement are
hereby amended. To secure the repayment of Loan I, the following Ownership
Interests in InterCard as set forth in Annex I to the Put Option Agreement,
which is hereby incorporated by reference, shall remain pledged:
* One ownership interest (Geschaftsanteil) in InterCard K in the nominal
amount of DM 94,000.00 (acquired by OTI from the Civil Partnership);
* one ownership interest in InterCard K in the nominal amount of DM
4,000.00 (acquired by OTI from ▇▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
16,500.00 (acquired by OTI from the Civil Partnership);
* one ownership interest in InterCard S in the nominal amount of DM
5,500.00 (acquired by OTI from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
5,000.00 (acquired by OTI from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
1,500.00 (acquired by OTI from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
10,000.00 (acquired by OTI from ▇▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
3,500.00 (acquired by OTI from ▇▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
5,500.00 (acquired by OTI from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇);
* one ownership interest in InterCard S in the nominal amount of DM
5,000.00 (acquired by OTI from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇); and
* one ownership interest in InterCard S in the nominal amount of DM
1,500.00 (acquired by OTI from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇) (such ownership
interests that are owned by OTI and remain pledged to the Shareholders
pursuant to this Section 6 hereinafter referred to as the Pledge
Interests").
The Shareholders hereby irrevocably and unconditionally release and
discharge immediately upon receipt of the payment in accordance with
Section 3.1 of this letter all other ownership interests of InterCard
K and InterCard S listed in Annex 1 to the Put Option Agreement from
the pledge under the Share Pledge Agreement.
The Pledged Interests will be irrevocably and unconditionally released
and discharged immediately upon the earlier of (i) payment of the last
instalment of Loan I in accordance with Section 3.2 above, (ii) the
prepayment of Loan I pursuant to Section 3.2 of this letter or (iii)
the repayment of the remaining principal amount of Loan I pursuant to
Section 3.3 of this letter.
7. The Special Account pursuant to Section 15.1 and 15.2 of the Purchase
Agreement will be released on October 4, 2001. In the event that (i) the
tax assessment notice(s) ("Steuerbeschald(e)") issued by the German tax
authorities for InterCard assess a Payment of taxes for prior years in
excess of the amount of DM 2,249.00 as reflected in the government tax
auditors' report ("Betrisbspufungsbericht") for InterCard K as of August
17, 2001 or (ii) ▇▇. ▇▇▇▇▇▇▇ asserts a claim against InterCard S or
InterCard K, ▇▇▇▇▇▇▇ ▇▇▇▇▇ will indemnify and hold harmless OTI from and
against any such amount or claim. All other provisions of the Purchase
Agreement, the Put Option Agreement and ancillary documentation thereto
shall remain in effect unless amended by the parties in writing.
8. This letter shall be governed by German law.
9. The understanding as set forth in this letter is still subject to the
approval of OTI's board of directors.
Kindly sign on the bottom of this letter, expressing you agreement to the above.
Best Regards,
▇▇▇▇ ▇▇▇▇▇▇
Chairman and CEO
On Track Innovations Ltd.
By signing hereunder we agree to the content of this letter:
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P.V. 845,360
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Interest (per month) 0.500%
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Period 36
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Payments 19,724
Principal Interest Payments Total
-------------------------------------------------------------
1 16,483 3,242 19,724 631,877
2 16,585 3,159 19,724 615,312
3 16,848 3,077 19,724 598,885
4 16,731 2,993 19,724 581,834
5 16,815 2,910 19,724 585,119
6 16,899 2,826 19,724 548,220
7 16,983 2,741 19,724 531,237
8 17,086 2,658 19,724 514,169
9 17,154 2,571 19,724 497,015
10 17,239 2,485 19,724 478,776
11 17,325 2,399 19,724 452,490
12 17,412 2,312 19,724 445,038
13 17,499 2,225 19,724 427,539
14 17,587 2,138 19,724 409,952
15 17,675 2,050 19,724 392,278
16 17,763 1,961 19,724 374,515
17 17,652 1,873 19,724 356,883
18 17,941 1,783 19,724 338,722
19 18,031 1,694 19,724 320,691
20 18,121 1,603 19,724 302,570
21 18,212 1,513 19,724 284,359
22 18,303 1,422 19,724 268,056
23 18,394 1,330 19,724 247,582
24 18,486 1,235 19,724 229,176
25 18,578 1,148 19,724 210,598
26 18,671 1,053 19,724 191,926
27 18,765 960 19,724 173,161
28 18,858 888 19,724 154,303
29 18,953 772 19,724 135,350
30 19,048 677 19,724 116,302
31 19,143 582 19,724 97,160
32 19,239 486 19,724 77,921
33 19,336 390 19,724 58,586
34 19,431 283 19,724 39,155
35 19,529 196 19,724 19,626
36 19,626 98 19,724 -0
