Exhibit (d)(1)(T)
Xxxxxx X. Xxxxxx
00 Xxx Xxxxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
Kanders & Company, Inc.
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Partners, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: The Xxxxxx Biomechanics Group, Inc.; Exercise of Options; Loan
Dear Sirs:
Reference is made to:
(i) The Tender Offer Agreement (the "Tender Offer Agreement"), of even
date herewith, by and among OrthoStrategies, Inc., a New York corporation
("OS"), OrthoStrategies Acquisition Corp., a New York corporation
("OrthoStrategies"), and The Xxxxxx Biomechanics Group, Inc., a New York
corporation ("Xxxxxx"), pursuant to which OrthoStrategies will commence a
tender offer for shares of common stock, par value $.02 per share, of
Xxxxxx ("Common Stock");
(ii) A Letter Agreement (the "Funding Agreement"), of even date herewith,
among OS, Xxxxxx X. Xxxxxx ("Xxxxxx"), Xxxx Xxxxxx ("Xxxxxx"), and Kanders
& Company, Inc., a New York corporation ("Kanders & Co."), pursuant to
which Meyers, Nelson, and Kanders & Co. agree to fund the amount required
to consummate the transactions contemplated by the Tender Offer Agreement
and related expenses in the amounts set forth in the Funding Agreement;
(iii) The Option Agreement (the "Option"), of even date herewith, between
OS and Xxxxxx, pursuant to which Xxxxxx granted OS, and OS's assigns, the
right to purchase 1,400,000 shares of Common Stock at an exercise price of
at least $1.525 per share; and
(iv) A letter (the "Commitment Letter"), dated December 20, 2000, from
State Bank of Long Island (the "Bank") to Xxxxxx in which the Bank advised
Xxxxxx that the Bank has approved a line of credit for general working
capital purposes in favor of Xxxxxx (the "Line of Credit"). The funding of
the Line of Credit is subject to certain conditions, including the pledge
by Xxxxxx of $500,000 of collateral acceptable to the Bank (the "Xxxxxx
Collateral") and the signing of loan documentation.
1. I hereby confirm that if the Bank does not fund the Line of Credit or
provide other funding satisfactory to each of you prior to the Closing, as
defined in the Tender Offer Agreement, immediately upon the Closing, I will
either (i) purchase 325,000 shares of Common Stock pursuant to the Option, (ii)
loan to Xxxxxx the principal sum of $500,000, bearing interest at the rate of
prime plus 1%, for a period of six months from the Closing Date on the same
terms and conditions set forth in the Commitment Letter, or (iii) provide
$500,000 as collateral to induce a bank other than the Bank to fund a $1,000,000
line of credit for general working capital purposes in favor of Xxxxxx.
2. I confirm that I will take all actions required to be taken by me in
order to induce the Bank to fund the Line of Credit, including providing the
Xxxxxx Collateral.
3. I understand that Kanders & Co. is entering into the Funding Agreement
in reliance upon this letter; accordingly, I agree that my obligations contained
herein shall be irrevocable.
4. This letter agreement shall be shall be governed by and construed and
enforced in accordance with the laws of the State of New York (without regard to
the conflicts of laws provisions thereof). All actions and proceedings arising
in connection with this letter agreement shall be tried and litigated only in
the federal and state courts located in the County of New York, State of New
York. I hereby irrevocably submit to the exclusive jurisdiction of such courts
for the purpose of any such action or proceeding.
5. Any provision of this letter agreement may be amended or waived, if
such amendment or waiver is in writing and signed by each of you. No failure or
delay in exercising any right, power, or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies provided for herein shall be cumulative and
not exclusive of any rights or remedies provided by law.
6. If any term or provision of this Agreement contravenes or is invalid
under applicable law, this letter agreement shall be construed as if it did not
contain such term or provision.
Sincerely,
Xxxxxx X. Xxxxxx
