EXHIBIT 3
August 4, 1997
WS Acquisition L.L.C.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Dear Xxxx:
This letter confirms, on behalf of the entities listed on Schedule A
hereto, which Schedule is incorporated herein in its entirety (collectively, the
"Sellers") the sale to WS Acquisition L.L.C. (the "Purchaser") and Purchaser
hereby confirms its purchase from Sellers of 115,135 New Warrants (as such term
is defined in the First Amended Plan of Reorganization for SLM International,
Inc. and certain affiliates dated as of November 12, 1996, as modified and
amended) issued by Reorganized SLM International, Inc. The purchase price shall
be $2.50 per New Warrant purchased, representing an aggregate purchase price of
$287,837.50 (the "Purchase Price"). The Sellers warrant and represent that they
hold title to the stock of old SLM upon which their entitlement to the New
Warrants is based free and clear from any liens, claims or encumbrances.
The closing shall take place as promptly as practical, but in no event
later than August 8, 1997, unless otherwise agreed to by Sellers and Purchaser.
At the closing, Sellers shall deliver certificates representing the New Warrants
duly endorsed for transfer, and Purchaser shall pay the Purchase Price in
immediately available funds, allocated as follows:
$141,395.00 - 3096041 Canada Inc.
$144,542.50 - 3096033 Canada Inc.
$ 1,900.00 - 2836980 Canada Inc.
If the terms and conditions contained herein are acceptable to you and you
wish to be contractually bound by the provisions contained herein, please sign
in the space provided
below and return the same to us via facsimile with the original to follow by
mail. Upon your execution of this letter we shall be contractually bound as
well.
Very truly yours,
SIGNATURE GUARANTEED By: /s/ XXXXXXX XXXXXXXXXX
MEDALLION GUARANTEED --------------------------------------
XXXXX XXXXXX INC. On behalf of Sellers listed
/s/ Chairman and Chief on Schedule A
Executive Officer
X0004184 Dated: Aug. 5/97
NYSE, INC. MEDALLION SIGNATURE PROGRAM
S0099 AS
AGREED AND ACCEPTED
WS ACQUISITION L.L.C.
By: /s/ XXXXXXX X. XXXXXXXX
------------------------
Its: Principal
Date: 8/5/97
SCHEDULE A
Selling Entities of SLM New Warrants
NAME/RECORD HOLDER SLM SHARES OWNED
------------------ ----------------
3100014 Canada Inc. 5,611,514
3126323 Canada Inc. 1,873,664
3096025 Canada Inc. 7,496
3096033 Canada Inc. 25,843
3096041 Canada Inc. 42,997
2836980 Canada Inc. 152,481
7,713,995 shares of old "SLMI" common
