Exhibit 10.138
Xxxx Security International, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Wednesday, February 6, 2002
Fusion Capital Fund II, LLC
000 Xxxxxxxxxxx Xxxx Xxxxx
Xxxxx 0-000
Xxxxxxx, Xxxxxxxx 00000
Re: Master Facility Agreement and Equity Purchase Agreement
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Gentlemen:
This letter is being delivered to confirm our understanding with respect to
certain issues under that certain Master Facility Agreement dated as of April 5,
2000 (the "Master Facility Agreement"), by and between XXXX SECURITY
INTERNATIONAL, INC., a Delaware corporation (the "Company") and FUSION CAPITAL
FUND II, LLC, an Illinois limited liability company ("Fusion"), and that certain
Equity Purchase Agreement dated as of April 17, 2000 by and between the Company
and Fusion (the "Equity Purchase Agreement"), with respect to the purchase by
Fusion of up to $12.0 million of common stock of the Company. All capitalized
terms used in this letter that are not defined in this letter shall have the
meanings set forth in the Master Facility Agreement.
Pursuant to Section 6 of the Equity Purchase Agreement and that certain
letter agreement dated as of January 25, 2001, between the parties, Fusion has
the right to terminate the Equity Purchase Agreement on or after February 20,
2001. Fusion hereby agrees that it shall not exercise its termination rights
exercisable pursuant to Section 6 of the Equity Purchase Agreement prior to
February 20, 2003. The parties Pursuant to Section 4(f) of the Master Facility
Agreement, Fusion has agreed not to sell the First Closing Commitment Shares
prior to termination of the Master Facility Agreement or the Equity Purchase
Agreement is fully performed.
Very truly yours,
XXXX SECURITY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Executive V.P.
ACKNOWLEDGED AND AGREED:
FUSION CAPITAL FUND II, LLC
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
A Managing Member
