EXHIBIT 7.1
XXXXXXXX INVESTORS, L.P.
000 XXXX XXXXXX, XXXXX 0000
XXXX XXXXX, XXXXX 00000
October 29, 1996
Xxxxxxxx Investment Corporation
and
GSA, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Amendment Agreement dated June 4, 1996 (the "Amendment
Agreement"), among Xxxxxxxx Investment Corporation ("KIC"),
GSA, Inc. ("GSAI") and Xxxxxxxx Investors, L.P. ("Investors")
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Gentlemen:
Reference is made to the Amendment Agreement, unless otherwise defined in this
letter, capitalized terms in this letter have the meanings ascribed to those
terms in the Amendment Agreement.
You have requested that the Sell-Down Date (defined in Paragraph 1(b)) be
changed to December 16, 1996. The undersigned is willing to agree to that
modification only if Paragraqph 1(b) is further modified by adding at the end
thereof the following:
"Notwithstanding the immediately two preceding sentences,
(i) to the extent that any of the Alliance Securities subject to the Alliance
Sell-Down described in such Paragraph 5 of Schedule A (I) have not been sold or
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(II) have not been distributed to KIC and Investors or (III) KIC shall not have
otherwise delivered to Alliance all certificates and instruments evidencing such
Alliance Securities, accompanied by irrevocable
Xxxxxxxx Investment Corporation,
October 29, 1996
Page 2
written instructions to Alliance to effect such distribution by re-registering
such Alliance Securities in the names of KIC and Investors on or prior to the
Sell-Down Date (December 16, 1996), then, at KIC's election made by written
notification given to Investors on or prior to the Sell-Down Date, either (A)
such shares of alliance Commmon Stock and such Alliance Warrants shall be
distributed to KIC and Investors in the then-applicable proportions not later
than December 31, 1996 or (B) the Sell-Down Date shall be extended until January
15, 1997, the allocation of such shares of Alliance Common Stock between KIC and
Investors shall be changed from 30%/70% to 15%/85% and the allocation of such
Alliance Warrants shall be changed from 38%/62% to 19%/81%, and he cash received
in respect of the Alliance Sell-Down after December 16, 1996 shall be allocated
and distributed 1/6 to KIC and 5/6 to Investors;
(ii) if the Sell-Down Date shall have been extended to January 15, 1997, as
provided above, to the extent that any of the Alliance Securities subject to the
Alliance Sell-Down described in such Paragraph 5 of Schedule A (I) have not
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been sold or (II) have not been distributed to KIC and Investors or (III) KIC
shall not have otherwise delivered to Alliance all certificates and instruments
evidencing such Alliance Securities, accompanied by irrevocable written
instructions to Alliance to effect such distribution by re-registering such
Alliance Securities in the names of KIC and Investors on or prior to January 15,
1997, then, at KIC's election made by written notification given to Investors on
or prior to January 14, 1997, either (A) such shares of Alliance Common Stock
and such Alliance Warrants shall be distributed to KIC and Investors in the
then-applicable proportions not later than January 29, 1997, or (B) the
Sell-Down Date shall be extended until February 17, 1997, the allocation of such
shares of Alliance Common Stock between KIC and Investors shall be changed from
15%/85% to 0%/100% and the allocation of such Alliance Warrants shall be changed
from 19%/81% to 0%/100%, and the cash received in respect of the Alliance
Sell-Down after January 15, 1997, shall be allocated and distributed 100% to
Investors;
(iii) to the extent that any of the Alliance Securities subject to the
Alliance Sell-Down described in such Paragraph 5 of Schedule A (I) have not
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been sold or (II) have not been distributed to KIC and Investors or (III) KIC
shall not have otherwise delivered to Alliance all certificates and instruments
evidencing such Alliance Securities, accompanied by irrevocable written
instructions to Alliance to effect such distribution by re-registering such
Alliance Securities in the names of KIC and Investors on or prior to February
17, 1997, all of such shares of Alliance Common Stock and all of such Alliance
Warrants shall be distributed to Investors not later than March 3, 1997; and
(iv) any sale of any Alliance Securities described in such Paragraph 5 of
Schedule A shall be considered to have occurred no earlier than the date on
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which KIC actually receives the full cash proceeds from such sale. The
provisions of the two sentences immediately preceding the preceding sentence
shall continue in effect except as explicitly modified by the preceding
sentence.
Xxxxxxxx Investment Corporation
October 29, 1996
Page 3
The parties acknowledge and agree that KIC and/or Xxxx Xxxxxxxxxx shall have the
right to purchase any Alliance Securities on the terms otherwise provided in the
Alliance Sell-Down, in particular that the price to be paid for such Alliance
Securities shall not be less than the price paid by KFW to purchase such
Securities."
To indicate your acceptance and agreement with the terms of this letter,
execute a copy of this letter and return it to the undersigned not later than 5
p.m., Forth Worth, Texas time, on Tuesday, October 29, 1996, by courier or
facsimile transmission. If your execution of this letter is not received by that
deadline, the counteroffer made in this letter will lapse and the Amendment
Agreement will continue unmodified from June 4, 1996.
The Amendment Agreement remains in full force and effect, unmodified except as
set forth in this letter.
Very truly yours,
Xxxxxxxx Investors, L.P.
By: Rainwater, Inc., its general partner
By: /s/ J. Xxxxxxx Xxxxxxx
----------------------
Name: J. Xxxxxxx Xxxxxxx
Title:
Accepted and Agreed:
Xxxxxxxx Investment Corporation GSA, Inc.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx
Title: President Title: President
Dated: October 29, 1996
