1
EXHIBIT 10.64
February 17, 1999
BGLS, Inc.
100 S.E. Second Street
Miami, Florida 33131
RE: PURCHASE AND SALE OF $31,139,000 ORIGINAL PRINCIPAL AMOUNT OF
BGLS, INC. 15.75% SERIES B SENIOR SECURED NOTES DUE 2001
(THE "SECURITIES")
Gentlemen/Ladies:
BGLS, Inc. ("Buyer") hereby agrees to purchase from U.S. Bancorp
Investments, Inc., acting through its U.S. Bancorp Libra division ("Seller"),
and Seller hereby agrees to sell to Buyer, the above described Securities
(including Seller's rights to all accrued but unpaid interest with respect to
the Securities) at the price, on the terms and subject to the conditions
hereinafter set forth.
The purchase price payable by Buyer to Seller for the Securities shall
be equal to 95.0% of the sum of (i) the original principal amount of the
Securities of $31,139,000 and (ii) the accrued but unpaid interest due with
respect to the Securities as of the settlement date of the purchase and sale of
the Securities contemplated hereby (the "Settlement Date"), with such interest
to accrue in accordance with the Indenture for the Securities and that certain
Amended and Restated Standstill Agreement, dated as of February 9, 1999.
According to Xxxxx, as of February 17, 1999, the principal and accrued interest
per each $1,000 of original principal amount of the Securities is $1,364.78.
Settlement of the purchase and sale contemplated hereby (the "Sale")
shall be effected through accounts of Seller and Buyer maintained at Xxxxxxxx &
Co., Inc. ("Schroder") in the manner in which transactions in securities similar
to the Securities are customarily consummated. Xxxxx acknowledges that Seller is
a broker-dealer with a clearing arrangement with Schroder, and Xxxxx agrees to
open an account with Schroder introduced by Seller as soon as practicable after
the date hereof for the purpose of such settlement.
Xxxxx's and Seller's obligation hereunder to consummate the sale shall
be subject to Buyer and/or one or more affiliates of Buyer, including without
limitation, Xxxxxxx Group, Inc. or an affiliate thereof, receiving proceeds in
amounts (in addition to the $150 million option fee paid in December 1998 by
Xxxxxx Xxxxxx Incorporated ("Xxxxxx Xxxxxx")) of approximately $145 million
substantially in accordance with and in transactions substantially consistent
with the terms of the transactions between Xxxxx and Xxxxxx Xxxxxx as referred
to in Buyer's Form 8-K, dated November 20, 1998 (the "Closing Condition") on or
before close of business (New York City Time) on July 31, 1999 (the "Condition
Deadline"); provided, that Seller, at its option exercisable by written notice
to Xxxxx received on or prior to close of business (New York City Time) on July
20, 1999, may extend the Condition Deadline to a date not later than close of
business (New York City Time) on August 31, 1999; provider further, that Buyer
may, at its option upon written notice to Seller, elect to so consummate the
sale and purchase of the securities together with accrued interest thereon,
prior to the Condition Deadline.
2
BGLS, Inc.
February 17, 1999
Page 2
Upon occurrence of the Closing Condition on or prior to the Condition
Deadline (or if Buyer at its option elects to so consummate the sale and
purchase of the Securities prior to the Condition Deadline), Buyer and Seller
shall settle the Sale as soon as practicable thereafter. To effect such
settlement, Seller shall cause Schroder to issue a trade confirmation to Buyer
setting forth the Settlement Date and the purchase price for the Securities (as
determined hereunder as of such Settlement Date), and Buyer and Seller shall
cause the Sale to be effected on the Settlement Date as set forth in the trade
confirmation. If the Closing Condition is not satisfied by the Condition
Deadline this agreement shall terminate and neither Seller nor Buyer shall have
any obligation hereunder.
Please confirm your agreement to the foregoing by signing in the place
indicated below. This agreement may be executed in counterparts, all of which
taken together constituting a single agreement.
Very truly yours,
U.S. BANCORP INVESTMENTS, INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
Co-Chief Executive Officer
AGREED TO AND ACCEPTED:
BGLS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
