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Exhibit 10.6
June 15, 2000
Xpedior Incorporated
One North Franklin, Suite 1500
Chicago, Illinois 60606
Attention: President and Chief Executive Officer
Ladies and Gentlemen:
1. Reference is made to the 7% Convertible Subordinated Promissory Note Due
2002 dated as of September 24, 1999 in the original principal amount of
$405,337.05 (the "Note") of Xpedior Incorporated, a Delaware corporation
(the "Company"), issued to Ann Armstrong (the "Holder"). Terms defined in
the Note and not otherwise defined herein are used herein with the meanings
so defined.
2. Notwithstanding anything in the Note to the contrary:
(a) A portion of the principal amount of the Note in the amount of
$215,234.05 shall be automatically converted by the Holder into 13,019
fully paid and nonassessable shares of Stock (the "Shares") on the
date hereof immediately prior to the merger (the "Merger") of PSINet
Shelf IV Inc., a Delaware corporation, with and into Metamor
Worldwide, Inc., a Delaware corporation ("Metamor");
(b) Immediately prior to the Merger, the Company shall prepay $190,103.00,
in cash, in principal amount of the Note representing the remaining
principal amount of the Note after conversion of a portion of the Note
pursuant to paragraph 2(a); and
(c) $20,600.01 representing all interest on the Note accrued and unpaid
through the date hereof shall be paid promptly, in cash, after
conversion of a portion of the Note pursuant to paragraph 2(a) and
payment of the remaining principal amount of the Note pursuant to
paragraph 2(b) but in no event later than three business days after
the date hereof.
3. The Holder hereby directs the Company to pay $192,764.44 of the cash
amounts payable to it pursuant to Sections 2(b) and 2(c) to Mark Hansen.
4. The Holder acknowledges and agrees that effective upon conversion of the
Note pursuant to paragraph 2(a) and the prepayment of a portion of the
principal amount of the Note pursuant to Section 2(b) above, the Note shall
be deemed satisfied, paid in full
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and shall be cancelled and of no further force or effect and the
Subordinated Guaranty entered into by Metamor and the Holder with respect
to the Note shall automatically be terminated and of no further force or
effect.
5. If (a) the aggregate amount of proceeds that the Holder receives from her
sales of Shares to a third party or third parties within the 14 month
period following the date hereof (without reduction for brokers and
underwriters commissions, discounts and fees and transaction and similar
fees and expenses) is less than (b) the aggregate amount of proceeds that
the Holder would have received from a sale of such Shares at a per share
price equal to $16.5312, the Company shall promptly after the expiration of
such 14 month period (or, if earlier, after the Holder has sold all of her
Shares), pay to the Holder an amount equal to such shortfall, provided that
the Holder shall use all reasonable efforts to sell the Shares at the best
available price and terms at the time of sale. All payments required to be
made by the Company pursuant to this paragraph shall be subordinated to all
present and future amounts that may be owing to any senior lender to the
Company on such form and terms as may reasonably be required by such senior
lender. The Holder shall execute all documents reasonably required by any
such senior lender to evidence such subordination.
6. The Holder shall be entitled to the following registration rights:
(a) Piggy-back Registration. If at any time after the Company has become
eligible to file a Registration Statement on Form S-3 (or any
successor form), Mark Hansen shall cause the Company to prepare and
file with the SEC a registration statement on Form S-3 relating to an
offering for his account under the Securities Act of any of his Stock
pursuant to Annex I of the Note referred to in the letter agreement
dated June 15, 2000 between the Company and Mark Hansen, the Company
shall send to the Holder written notice of such filing and, if within
20 days after receipt of such notice, the Holder shall so request in
writing, the Company shall include in such registration statement all
or any part of the Shares the Holder requests to be registered;
provided, however, that the Company shall not be required to register
any Shares pursuant to this paragraph that are eligible for sale
pursuant to Rule 144 under the Securities Act. If the total amount of
securities, including Shares of the Holder, to be included in such
registration statement exceeds the amount of securities that the
managing underwriter (or, if the offering is not being underwritten,
the Company's Board of Directors) determines, in its written opinion,
in good faith is compatible with the success of the offering, then the
number of shares that may be included in the registration statement
shall be allocated as follows: (1) first, to the Company or, if the
offering is being made for the account of persons other than the
Company, such persons (2) second, to such other persons who are
participating in such offering who have the right to include their
shares in such registration statement on a priority basis to other
persons participating in such offering
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(other than the persons described in clause (1)), and (3) to the
Holder and to any other persons participating in such offering on a
pro rata basis based on the number of shares of securities that each
Holder and such other persons have the right to request to be included
in such registration.
(b) Underwriting Agreements, etc. As a condition to participation in any
underwritten offering the Holder shall enter into such underwriting,
lock-up and other agreements, and execute such other instruments, as
is customary in an underwritten offering. As a condition to
participation in any non-underwritten offering, the Holder shall
cooperate to provide such information necessary for the preparation of
the registration statement as is customary in a non-underwritten
offering. The Holder may not participate in any registration hereunder
unless the Holder executes and delivers an agreement not to divulge
any proprietary or confidential information of the Company or any of
its subsidiaries which becomes known to the Holder in connection with
any such registration.
7. The Company shall reimburse the Holder for all reasonable expenses incurred
by the Holder in connection with a sale by the Holder of any or all of the
Holder's Shares in a transaction effected pursuant to Rule 144 under the
Securities Act other than brokers fees, commissions, discounts, mark-ups
and mark-downs.
8. The Holder hereby confirms that her representations and warranties set
forth in Section 3(b)(v) of the Stock Purchase Agreement dated as of
September 17, 1999 by and among the Company, Kinderhook Systems, Inc., the
Holder and the other parties thereto are true and correct as of the date
hereof.
9. The Holder hereby represents that she has good and valid title to the Note
free and clear of all liens, pledges, mortgages, security interests and
other encumbrances.
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign this letter in the space provided below, whereupon this letter will
become a binding agreement between us.
/s/ Ann Armstrong
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Ann Armstrong
XPEDIOR INCORPORATED
By /s/ Caesar J. Belbel
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Title: Senior Vice President
