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Exhibit 10.76
AGREEMENT, dated as of May 12, 1999 (the "Agreement"), by and among
BIL Securities (Offshore) Limited ("BIL Offshore"), BIL (Far East Holdings)
Limited ("BIL Far East"; BIL Offshore and BIL Far East are collectively referred
to as "BIL"), and Xxxxxx-Field Health Products, Inc. ("Xxxxxx-Field").
RECITALS:
WHEREAS, BIL Offshore has agreed, in an agreement dated as of the date
hereof, between itself and Xxxxxx-Field, to cancel a certain note obligation
dated as of December 10, 1996, in the original principal amount of $4,000,000
with unpaid accrued interest of $72,000, in exchange for 2,036 shares of Series
D Preferred Stock (the "Preferred Stock") of Xxxxxx-Field issued on the date
hereof.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration the receipt and adequacy
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Xxxxxx-Field shall have the sole and exclusive option for a period of
one (1) year following the date hereof to convene a meeting of its
stockholders or take such other corporate action, in accordance with
applicable laws and regulatory requirements, as may be required to vote
or obtain applicable corporate approval to exchange (the "Exchange")
each share of Preferred Stock for 1,000 shares of common stock of
Xxxxxx-Field.
2. BIL hereby agrees that, if a meeting or other corporate action
contemplated is held or taken by Xxxxxx-Field, BIL will vote all of its
voting securities of Xxxxxx-Field in favor of the Exchange in accordance
with Section 1.
3. BIL hereby agrees to effect the Exchange immediately following the
receipt by Xxxxxx-Field of applicable stockholder or other corporate
approval, subject only to compliance with applicable laws and regulatory
requirements of the New York Stock Exchange.
4. This Agreement shall be binding upon and inure to the benefit of each
party hereto and its successors and assigns. Any permitted assignee or
transferee of voting securities held by BIL, in accordance with the
terms of that certain Amended and Restated Stockholders Agreement dated
as of September 23, 1996, as amended, by and between BIL Far East and
Xxxxxx-Field, shall agree as a condition to such permitted assignment or
transfer to be bound by the terms and provisions of this Agreement prior
to such assignment or transfer.
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5. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
6. This Agreement may be executed in counterparts, each of which will be an
original, but all of which will continue but one and the same
instrument.
IN WITNESS WHEREOF, the parties have entered into this Agreement the
day and year set forth above.
BIL SECURITIES (OFFSHORE) LIMITED
By: /s/ Rupert O.H. Xxxxxx
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Name: Rupert O.H. Xxxxxx
Title: Operations Director
BIL SECURITIES (FAR EAST) LIMITED
By: /s/ Rupert O.H. Xxxxxx
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Name: Rupert O.H. Xxxxxx
Title: Operations Director
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By: /s/ Xxxx X. XxXxxxxx
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Name: Xxxx X. XxXxxxxx
Title: President, Chief
Executive Officer
