EXHIBIT 10.2
Xxxxx 0, 0000
XXX International, Inc.
c/o Maska U.S., Inc.
77 Route 00
Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
AMENDMENT TO CASH OPTION AGREEMENT
Dear Sirs:
Reference is made to the letter agreement, dated January 6, 1997 (the "Cash
Option Agreement"), between Wellspring Associates L.L.C. ("Wellspring") and SLM
International, Inc. (the "Company"), with respect to the purchase by Wellspring
of shares of Issued New Common Stock that would otherwise be distributed to the
holders of certain unsecured claims who timely avail themselves of the Cash
Option. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the First Amended Joint Chapter 11 Plan dated
November 12, 1996, as modified, of the Company and certain of its subsidiaries
(the "Amended Plan") .
The parties hereto agree as follows:
1. The introductory paragraph of the Cash Option Agreement is hereby
amended to read as follows:
"The purpose of this letter is to confirm the agreement between
Wellspring Associates, L.L.C. ("Wellspring") and SLM International, Inc.
(the "Company") with respect to the purchase, on the terms and conditions
hereinafter set forth, by Wellspring of shares of Issued New Common Stock
(as such term is defined in the First Amended Plan of Reorganization for
the Company and certain of its affiliates, dated as of November 12, 1996,
as modified, (the "Amended Plan")) that would otherwise be distributed to
the holder of the NHLE Claims under Section 4.D. of the Amended Plan and
the holders of the Allowed Maska U.S. Unsecured Claims
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and Allowed Non-Maska Unsecured claims who timely avail themselves of the
Cash Option in accordance with Sections 4.G.3 or 4.H.3 and, in each case,
6.C.3 of the Amended Plan (such shares, collectively, the "Shares"). All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Amended Plan."
2. Paragraph 3 of the Cash Option Agreement is hereby amended to read as
follows:
"3. Closing. The first closing of the transaction provided for in this
letter agreement (the "First Closing") shall take place on the later of (i)
the Effective Date and (ii) the first business day following the date on
which each of the conditions set forth immediately above shall have been
satisfied or waived. In addition, a subsequent closing or closings
(together with the First Closing, the "Closings") shall occur on each of
(A) any Subsequent Distribution Date (as such term is defined in the
Amended Plan) that occurs no later than six months after the Effective Date
and (B) the date that is two business days after the date on which the
Company shall have provided Wellspring with a list of holders of Allowed
Maska U.S. Unsecured Claims or Allowed Non-Maska Unsecured Claims who have
elected the Cash Option and the allowed amount of each such holder's claim.
At each Closing, the Company shall deliver certificates representing the
Shares to be purchased at such Closing to Wellspring conveying to
Wellspring good and valid title to such Shares, free and clear of all liens
(other than such liens as may have been or may be created by and through
Wellspring) and Wellspring shall cause an amount equal to the product of
(i) the number of Shares to be purchased at such Closing multiplied by (ii)
$8.50 to be paid by wire transfer of immediately available funds to an
account of the Company or of the Disbursing Agent, such account to be
designated by the Company by written notice to Wellspring at least 3
business days prior to such Closing."
3. Paragraph 12 of the Cash Option Agreement is hereby amended to change
the address of the Company as follows:
SLM International, Inc.
c/o Maska U.S., Inc.
77 Route 00
Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
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4. Except as amended hereby, the provisions of the Cash Option Agreement
will continue in full force and effect in accordance with the terms thereof.
If the foregoing is acceptable to you, please execute and return to
Wellspring the duplicate copy of this letter enclosed herewith, whereupon this
letter shall become a binding agreement between us.
WELLSPRING ASSOCIATES, L.L.C.
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Principal
SLM INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Finance
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