MODIFICATION AGREEMENT
MODIFICATION AGREEMENT, dated as of April 9, 2007 (this "MODIFICATION
AGREEMENT") by and between DELCATH SYSTEMS, INC., a Delaware corporation
("DELCATH"), and LADDCAP VALUE PARTNERS LP, a Delaware limited partnership,
LADDCAP ASSOCIATES LLC, a Delaware limited liability company, LADDCAP VALUE
ASSOCIATES LLC, a Delaware limited liability company, any affiliate (as defined
under the Securities Exchange Act of 1934, as amended) of any of the foregoing,
and Xx. XXXXXX X. XXXX ("XXXX"), in his individual capacity (collectively,
"LADDCAP," and together with Delcath, the "PARTIES").
WHEREAS, Delcath and Laddcap are parties to a Settlement Agreement dated as
of October 8, 2006 (the "SETTLEMENT AGREEMENT"); and
WHEREAS, the parties agree that the issues which led the Parties to enter
into the Settlement Agreement have been largely resolved, that continuation of
most covenants under the Agreement serve no valuable purposes for the Parties
and certain of such covenants unnecessarily restrict the Parties activities at
little or no benefit to the counter-parties; and
WHEREAS, the Parties have accordingly agreed to modify the Settlement
Agreement with respect to certain obligations and rights of the Parties under
the Settlement Agreement;
NOW, THEREFORE, in consideration of the mutual execution of this
Modification Agreement and the mutual agreements set forth herein, the Parties
hereby agree as follows:
1. Except as otherwise expressly set forth in this Modification Agreement,
Laddcap and the Company hereby release one another from all future obligations
created under the Settlement Agreement, with the exception of the Parties'
obligations pursuant to Sections 5 and 6.
2. The provisions of Section 13 of the Settlement Agreement shall remain in
force.
3. In accordance with Section 13(k) of the Settlement Agreement, Delcath
hereby designates the following as the address to which all notices and other
communications to it under the Settlement Agreement or this Modification
Agreement shall be given:
Delcath Systems, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
No copy of any such notice or other communication to Delcath needs to be
delivered to any other person.
4. This Modification Agreement may be executed in two or more counterparts,
all of which shall be considered as one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the Parties
and delivered to the other party.
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5. This Modification Agreement may be executed by facsimile signature, and
a facsimile signature shall constitute an original for all purposes.
IN WITNESS WHEREOF, the Parties hereto have executed this Modification
Agreement as of the date first above written.
LADDCAP VALUE PARTNERS LP
By LADDCAP VALUE ASSOCIATES LLC,
Its General Partner
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Managing Member
LADDCAP VALUE ASSOCIATES LLC
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Member
LADDCAP VALUE ADVISORS LLC
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Member
XXXXXX X. XXXX
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
DELCATH SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxx Xxxxx
Title: Interim Chief Executive Officer
