Exhibit 99.7
December 5, 2002
Victoria and Eagle Strategic Fund
c/o Victoria and Eagle Asset Management S.A.
xxx Xxxxx 00
Xxxxxx, Xxxxxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxxxxxxx 00
Xxxxxxxxxx, Xxxxxxxxxxx
Xxxxxx X. Xxxxxx
c/o Ultrak, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Xxxxxx Xxxxxxxxx
Xxxxxxxxx 00
Xxxxxxxx
Xxxxxxxxxxx
Ladies and Gentlemen:
Reference is made to the Voting Agreements, dated as of August 8, 2002
(the "Voting Agreement"), by and among Honeywell International Inc., a
Delaware corporation ("Honeywell") and the individuals and entities listed
on each Schedule A thereto (collectively, the "Stockholders"). All
capitalized terms used herein but not defined herein shall have the meaning
given them in the Voting Agreement. As you know, Honeywell and the Sellers
amended the Purchase Agreement by a letter agreement dated November 26,
2002 amending Section 9.4(a)(iv) of the Asset Purchase Agreement to provide
that Honeywell or the Sellers may terminate the Asset Purchase Agreement if
the Closing has not taken place on or before December 31, 2002.
Section 7.3(w) of the Asset Purchase Agreement requires, among other
things, that the Sellers deliver to Honeywell an executed legal
non-infringement opinion in form and substance satisfactory to Honeywell in
Honeywell's reasonable discretion with respect to U.S. Patent 4,974,088
(the "Lectrolarm Patent") held by Lectrolarm Custom Systems, Inc.
("Lectrolarm"). The Sellers have not been able to deliver an opinion
satisfactory to Honeywell with respect to the Lectrolarm Patent. As a
result, (i) the Sellers have entered into a license agreement with
Lectrolarm with respect to the Lectrolarm Patent (the "Lectrolarm License")
on terms acceptable to Honeywell and (ii) the Sellers and Honeywell have
entered into an Amendment to the Purchase Agreement dated December 5,
2002 (such Amendment is attached hereto as Exhibit A) to, among other
things, remove the closing condition relating to the delivery of a
non-infringement opinion relating to the Lectrolarm Patent and in lieu
thereof establishing an additional holdback of $2,215,000, as provided in
the attached Amendment. By executing this letter agreement below, each
Stockholder acknowledges and agrees that such Stockholder's Shares are and
continue to be subject to the Voting Agreement and that all references to
the Asset Purchase Agreement in the Voting Agreement shall mean the Asset
Purchase Agreement as amended to date, including the attached Amendment.
Except as expressly amended herein, the Voting Agreement shall
continue to be, and shall remain, in full force and effect. This letter
agreement may be executed in multiple counterparts which, taken together,
shall constitute one and the same agreement.
Please indicate your agreement to the matters stated herein by signing
and returning this letter.
Very truly yours,
HONEYWELL INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President, ACP
Consented to and acknowledged:
VICTORIA AND EAGLE STRATEGIC FUND
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Director
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx Xxxxxxxxx
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