EXHIBIT 10.17
EXECUTION COPY
September 27, 2002
VIA FACSIMILE (x00-(0)0-0000-0000)
Vespasianus Co., Ltd.
Hibiya Dai-Bldg., 00xx Xxxxx
0-0-0 Xxxxxxxxxx-xxx, Xxxxxxx-xx
Xxxxx, Xxxxx 100-0011
Attention: Xxxxxxxxx Xxxx
Ladies and Gentlemen:
Reference is made to that certain Stock Purchase Agreement (the
"Purchase Agreement") dated as of April 11, 2002, between Valtona Holding B.V.
("Valtona") and MTS, Incorporated ("Seller"), as amended and assigned by Valtona
to Vespasianus Co., Ltd. ("Purchaser") pursuant to that certain Assumption and
Release Agreement dated as of May 10, 2002, among Seller, Valtona and Purchaser,
and as further amended pursuant to those certain letter agreements dated May 21,
2002, July 22, 2002, August 15, 2002, August 30, 2002 and September 13, 2002
among Seller and Purchaser. Capitalized terms used but not defined herein are
used as defined in the Purchase Agreement.
On the terms and subject to the conditions set forth herein,
Seller and Purchaser hereby agree as follows:
1. Seller and Purchaser agree that Section 8.1(e) of the Purchase
Agreement is hereby amended and restated in its entirety as follows:
"(e) By either Purchaser or Seller if the Closing shall not have
occurred on or prior to October 11, 2002, provided that such date shall be
postponed by no more than sixty (60) days by an involuntary bankruptcy of Seller
that is subsequently stayed or dismissed (as extended from time to time in
accordance herewith, the `Outside Date'); and provided further that the failure
of the Closing to occur on or before such date is not the result of the breach
of the covenants, agreements, representations or warranties of the party seeking
such termination."
2. Upon satisfaction of the condition set forth in Section 6.2(d)
of the Purchase Agreement (the "Consent Condition") and no later than three (3)
business days prior to the Closing Date, Seller shall send Purchaser
irrevocable, written notice of satisfaction of such Consent Condition.
3. Except as expressly set forth herein, the Purchase Agreement
shall remain in full force and effect. This letter may be signed in one or more
counterparts all of which, when taken together, shall constitute one original.
Sincerely,
MTS, INCORPORATED
By: /s/ XxXxxxxx Xxxxxxx
---------------------------------
Name: XxXxxxxx Xxxxxxx
Title: Secretary
ACKNOWLEDGED AND AGREED:
VESPASIANUS CO., LTD.
By: /s/ Jun Hayase
-----------------------------------
Name: Jun Hayase
Title: Representative Director
