EXHIBIT 99.04
SUPPLEMENT TO SUPPORT AGREEMENT
THIS AGREEMENT is entered into as of -, 2002, by and among Xxxxxx-PRI
Automation, Inc., a corporation formerly known as Xxxxxx Automation, Inc.,
existing under the laws of the State of Delaware ("Xxxxxx-PRI"), 1325949 Ontario
Inc., a corporation existing under the laws of Ontario and a wholly-owned
subsidiary of Xxxxxx-PRI ("Subco"), and Xxxxxx-PRI Automation (Canada), Inc., a
corporation existing under the laws of Canada (the "Company").
WHEREAS Xxxxxx-PRI is the surviving corporation after two mergers
pursuant to an Amended and Restated Agreement and Plan of Merger dated as of
December 18, 2001 among Xxxxxx-PRI, Pontiac Acquisition Corp., a corporation
formerly existing under the laws of the Commonwealth of Massachusetts and a
wholly owned subsidiary of Xxxxxx-PRI ("Xxxxxx Merger Sub"), and PRI Automation,
Inc., a corporation formerly existing under the laws of the Commonwealth of
Massachusetts ("PRI"), which agreement provided for (a) the merger of Xxxxxx
Merger Sub into PRI (the "First Merger"), pursuant to which each share of common
stock of PRI was exchanged for 0.52 of a share of common stock of Xxxxxx-PRI;
and (b) the merger of PRI into Xxxxxx-PRI immediately following the First Merger
(the "Second Merger");
AND WHEREAS PRI, the Company (then named Promis Systems Corporation
Ltd.) and Subco are parties to a Support Agreement dated as of March 2, 1999
(the "Support Agreement");
AND WHEREAS Xxxxxx-PRI agreed in the Merger Agreement to enter into,
and become bound by, inter alia, the Support Agreement upon consummation of the
First Merger and the Second Merger (collectively, the "Mergers");
AND WHEREAS the Mergers have been consummated;
AND WHEREAS, the parties hereto desire to execute this supplemental
agreement (the "Agreement") to evidence and confirm Xxxxxx-PRI as the successor
to PRI under the Support Agreement pursuant to Article 3 thereof;
AND WHEREAS the parties have determined that the Mergers are on terms
as substantially preserve and do not impair in any material respect any of the
rights, duties, powers and authorities of the parties hereto;
NOW THEREFORE in consideration of the respective covenants and
agreements provided herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Xxxxxx-PRI is confirmed as the "Parent Successor" to PRI pursuant to
the provisions of Article 3 of the Support Agreement, and all
references in the Support Agreement to "Parent" shall be deemed to be
references to Xxxxxx-PRI. Xxxxxx-PRI hereby accepts and agrees to such
succession and confirms and agrees that it shall be subject to and
assume all rights, liabilities, covenants and obligations of Parent
under the Support
-2-
Agreement and shall observe and perform all the covenants and
obligations of Parent thereunder.
2. For greater certainty, as a result of the Mergers and the operation of
the Exchangeable Share Provisions (as defined in the Support
Agreement), all of the rights, liabilities, covenants and obligations
of Parent and Subco under the Support Agreement as supplemented by this
Agreement shall be construed and shall operate on the basis that each
Exchangeable Share has become exchangeable, redeemable or retractable
for 0.52 shares of Parent Common Stock rather than for one share of
Parent Common Stock, subject to the treatment of fractional interests
as set forth in Section 3 below.
3. No certificates will be issued representing fractional interests in
Parent Common Stock delivered upon exchange, redemption or retraction
of Exchangeable Shares, and any such fractional interests will not
entitle the holder thereof to any rights of a holder of Parent Common
Stock. In lieu thereof, each such holder will receive an amount of cash
(rounded down to the nearest whole cent), without interest, equal to
the product of such fraction multiplied by the market value of the
Parent Common Stock. For this purpose, market value means the closing
price per share of Parent Common Stock (rounded to the nearest whole
cent) on the Nasdaq National Market on the day the Exchangeable Share
is exchanged, redeemed or retracted.
4. For the purposes of notices pursuant to the Support Agreement as
supplemented by this Agreement, the notice particulars are:
Parent or Subco:
Xxxxxx-PRI Automation, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx, XXX 00000
Attention: Chief Financial Officer
Facsimile Number: (000) 000-0000
With a copy to:
Xxxxx, Xxxxxxx Xxxxx & Gesmer
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Facsimile Number (000) 000-0000
The Company:
Xxxxxx-PRI Automation (Canada), Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: [-]
Facsimile Number:
-3-
With a copy to:
XxxxXxxxxx XXX
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000
P.O. Box 480, 130 King Street West
Toronto, Ontario Canada M5X 1J5
Attention: Xxxxxxx X. Wozenilek, Esq.
Facsimile Number: (000) 000-0000
5. The Support Agreement shall continue in full force and effect, as
supplemented by this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized, all as of the date first
written above.
XXXXXX-PRI AUTOMATION, INC.
By:
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1325949 ONTARIO INC.
By:
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XXXXXX-PRI AUTOMATION (CANADA), INC.
By:
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