EXHIBIT 10.36
January 6, 2001
VIA FACSIMILE 81-728-32-8178
ONKYO CORPORATION
2-1, Nisshin-Cho, Neyagawa-Shi
Osaka 572-8450, Japan
Attention: Mr. Naoto Otsuki
Dear Mr. Otsuki:
Thank you for the courtesies you extended to Mr. Shimojima and me on
December 22nd during our visit to Japan. This letter confirms our agreement that
the Share Purchase Agreement, as amended, by and among Global Technovations,
Inc. ("GTI"), Onkyo America, Inc. ("Onkyo America"), Onkyo Corporation ("Onkyo")
Onkyo Malaysia SDN.BHD. and Onkyo Europe Electronics GMBH, is further amended as
described below. We appreciate that you recognize that the recent softening in
the automobile industry has affected the anticipated results of operations of
Onkyo America since GTI acquired it on August 31, 2000. As a gesture of your
goodwill, Onkyo has agreed as follows:
1. The Onkyo America inter-company obligations (including the $1,000,000
note) referred to in Section 17.01 of the Share Purchase Agreement currently due
on May 31, 2001 have been extended to March 10, 2002;
2. The note issued to Onkyo (the "Seller's Note") shall be modified by
reducing the total of principal amount by $1,000,000. In addition, the interest
which has accrued on the portion of the Seller's Note which is being forgiven
shall be waived. The interest on the balance of the Seller's Note has been and
shall continue to accrue in accordance with the terms of the Seller's Note.
I am enclosing $10.00 checks from GTI and Onkyo America payable to Onkyo
which serves as the formal consideration for your agreement.
I am also asking Mr. Shinobu Shimojima to execute a copy of this agreement
as President of Onkyo America.
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Please execute a copy of this letter evidencing your agreement to its terms
and facsimile it back to me at (561) 775-2668.
Sincerely yours,
William C. Willis, Jr., President
and Chief Executive Officer
Enclosures
WE HEREBY AGREE TO THE FOREGOING:
Onkyo Corporation
By: _______________________
Naoto Otsuki, Chairman and
Chief Executive Officer
Onkyo America, Inc.
By: ________________________
Shinobu Shimojima, President
