August 3, 2000
Mr. Naoto Otsuki
Chairman and Chief Executive Officer
Onkyo Corporation
2-1, Nisshin-Cho, Neyagawa-Shi
Osaka 572-8450 Japan
Mr. Akihiko Horiuchi
Managing Director
Onkyo Europe Electronics GMBH
Industriestrasse 18/20, 82110
Germering, Germany
Mr. Kazuo Miyamoto
Managing Director
Onkyo Malaysia SDN.BHD.
No. 1, Jalan P/5.
Kawasan Perusahaan
Seksyenb
43650 Bandar Baru
Bangi, Selangor
Darul Ehsan, Malaysia
Dear Gentlemen:
This letter modifies the Share Purchase Agreement dated as of June 29,
2000 ("Agreement") by and among Onkyo Europe Electronics GMBH, Onkyo Malaysia
SDN.BHD., and Onkyo Corporation (individually referred to as the "Seller" and
collectively referred to as the "Sellers"), Global Technovations, Inc. ("Buyer")
and Onkyo America, Inc. ("Onkyo America") as follows:
1. Closing Date. The new Closing Date shall be August 31, 2000.
There shall be no further extensions, and if the Closing does
not occur or before August 31, 2000 for any reason, no party
shall be liable to the other parties for any claims, expenses
or damages or file any lawsuit against any other party. The
foregoing does not relate to the intercompany payables, note
and royalties owed by Onkyo America to the Sellers. The Buyer
on one hand and the Sellers and Onkyo America on the other
hand shall execute general releases covering all matters.
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If the Buyer or any proposed lender to the Buyer or Onkyo America requests any
modifications to the purchase price, the Sellers may immediately terminate the
Agreement and this amendment.
2. Purchase Price. Notwithstanding anything contained in the Agreement to the
contrary, the Purchase Price shall be paid as follows: (a) $13,000,000 in
United States dollars paid in cash at the closing, and (b) $12,000,000
represented by one or more promissory notes (singly or collectively, the
"Buyer's Promissory Note"). At or prior to the Closing, Sellers shall
deliver to the Buyer written instructions concerning the allocation of the
Purchase Price among the sellers in accordance with the foregoing. The
Earn-Out contained in Section 3.02(b) of the Agreement shall not be
modified.
3. Buyer's Promissory Note. The Buyer's Promissory Note shall be payable in
United States dollars. Interest shall accrue commencing on the Closing Date
at the United States Federal Funds Rate as of the Closing Date plus 1
percent. The outstanding principal and accrued interest shall be due and
payable August 31, 2003.
4. Intercompany Payables. On May 31, 2001, Onkyo America shall pay to the
Sellers a sum equal to (a) the existing $1,000,000 plus accrued interest
owed to Onkyo Corporation and (b) intercompany royalties due as of August
31, 2000. Other payments shall be paid in the normal course of business.
5. In all other respects, the Agreement is ratified and confirmed.
All capitalized terms not defined in this amendment shall have the meaning
contained in the Agreement.
<PAGE>
If you agree with the above modifications to the Agreement, please
indicate your assent by signing and returning a copy of this letter to the
Buyer.
Sincerely,
GLOBAL TECHNOVATIONS, INC.
By: _______________________________
William C. Willis, Jr.
President and Chief Executive Officer
AGREED:
ONKYO CORPORATION
By: _______________________________________
Naoto Otsuki
Chairman and Chief Executive Officer
ONKYO EUROPE ELECTRONCIS GMBH
By: ______________________________________
Akihiko Horiuchi
Managing Director
ONKYO MALAYSIA SDN.BHD.
By: ______________________________________
Kazuo Miyamoto
Managing Director
ONKYO AMERICA, INC.
By: _____________________________________
Shinobu Shimojima
President
