July 29, 2008
Exhibit 10.42
July 29, 2008
Xxxxxx X. LaLeggia
Xxxxx Commercial Finance — Vancouver
000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxx
Xxxxxxxxx, X.X. X0X0X0
XXXXXX
Xxxxx Commercial Finance — Vancouver
000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxx
Xxxxxxxxx, X.X. X0X0X0
XXXXXX
Dear Xxx:
This letter sets forth the agreement (“Agreement”) between Xxxxx Commercial Finance
Corporation (“ICF”) and you (the “Shareholder”) with respect to the redemption by ICF of all of
your shares of ICF common stock (“Shares”) in connection with the sale of substantially all of the
assets of Xxxxx Commercial Finance Canada Corporation to RoyNat, Inc. (the “RoyNat Sale”). Terms
used but not otherwise defined herein have the meanings ascribed to them in that certain First
Amended and Restated Shareholder Agreement dated May 15, 2007 (the “Shareholder Agreement”) by and
among ICF, Xxxxx Union Bank and Trust Company, you, and the other Option Holders named therein.
In consideration of the mutual promises contained herein and in the Shareholder Agreement and
for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Deemed Call Exercise. The parties hereby agree that the execution and delivery of
this Agreement shall constitute the delivery of a Call notice delivered by ICF under the
Shareholder Agreement.
2. Valuation. The parties acknowledge that ICF has, at the direction of its Board of
Directors, engaged the Xxxxxxxx Group as an independent appraiser to conduct, in accordance with
past practice, an appraisal of ICF as of June 30, 2008, upon which the Board’s determination of
Fair Market Value of the Shares has been based for purposes hereof. The parties agree that the
Purchase Price described in Section 4 below reflects the Fair Market Value of the Shares for
purposes hereof.
3. Call Closing. In accordance with Section 4.4 of the Shareholder Agreement, the
parties hereby agree that the purchase and sale of the Shares shall be structured as a redemption,
to be held simultaneously with the closing of the RoyNat Sale on July 30, 2008 (the “Call
Closing”). At such Call Closing, ICF shall purchase, and the Shareholder shall sell, all of the
Shares issuable upon the Shareholder’s exercise of his option for such Shares in accordance with
the Shareholder’s Option Agreement with ICF, as amended. ICF hereby acknowledges receipt of notice
of such exercise by Shareholder.
4. Preliminary Repurchase Price. Notwithstanding anything herein or in the
Shareholder Agreement to the contrary, the purchase price for the Shares shall be equal to
$47,000.00 per Share (the “Purchase Price”).
5. Payment of Repurchase Price. At the Call Closing, the Purchase Price shall be paid
to Shareholder, net of the Exercise Price payable by the Shareholder upon the exercise of his
Option and applicable withholding taxes.
6. Transfer of Shares. At the Call Closing, in exchange for the payment of the
Purchase Price, the Shareholder shall instruct the Corporate Governance Manager and Policy
Coordinator of Xxxxx Financial Corporation to cause the certificate for the purchased and sold
Shares to be transferred to ICF, whereupon it shall be cancelled on the stock ledger of ICF.
7. Entire Agreement. This Agreement, together with the Shareholder Agreement referred
to herein and the Option Agreement, as amended, embodies the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof and thereof, and supersedes and
preempts any and all prior and contemporaneous understandings, agreements, arrangements or
representations by or among the parties, written or oral, which may relate to the subject matter
hereof or thereof in any way.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Indiana, without regard to conflicts of laws provisions thereof.
10. Headings. The headings of the paragraphs of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this Agreement.
[signature page follows]
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By signing below, the Shareholder accepts and agrees to the terms of this Agreement as of the
date of this letter.
| Sincerely, | ||||||
| Xxxxx Commercial Finance Corporation | ||||||
| By: | /s/ Xxxxxxx X . Xxxxxx | |||||
| Title: | ||||||
Accepted and agreed to: |
||
/s/ Xxxxxx X. LaLeggia |
||
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