Exhibit 10.19
J-VON GROUP LLC
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
April __, 1997
Xx. Xxxxxxx X. XxXxxxx
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxx:
We refer to the letter dated August 30, 1991, (the "1991 Letter")
between J-VON Limited Partnership (the "LP") and you, regarding certain
agreements between the LP and you with respect to your limited partnership
interests in the LP and in 00 Xxxxxxxxxx Xxxxxx Limited Partnership
("Litchfield"). Simultaneously herewith, you are acquiring a membership
interest in J-VON Group, LLC (the "Company").
This Letter confirms the agreement of the parties hereto that the 1991
Letter remains in full force and effect, with the exception of the second
paragraph therein which is hereby deleted. In addition, it is further agreed
that, notwithstanding any provision contained in the Company's Limited
Liability Company Agreement dated as of December 30, 1996, Discas, Inc.
("Discas") shall not be prevented from conducting its business in the areas of
compounding plastic or rubber materials, or the marketing of such materials,
with respect to recycled materials of any type, and prime materials that do not
compete directly with the Company, provided that
neither you nor Discas shall, directly or indirectly, manufacture or sell
thermoplastic elastomers containing prime SBS or SEBS styrenic based compounds
other than urethane-modified SBS styrenic based compounds and other than sales
to the following entities which are existing customers of Discas with current
estimated annual sales of 20,000 pounds of material: Xxxxxxx Health Care,
Xxxxxxx/Berol, US Surgical, Storm Products, North Coast Medical and Davol
Medical. For the purposes of this letter, the term "prime" shall include
materials designated as "prime," "pencil prime," or "wide spec," and the term
"recycled" shall refer to materials containing not less than thirty three
percent (33%) recycled compounds in such material's formula.
Each of the parties hereto acknowledges that its rights hereunder are
unique and that a breach hereof may not be remediable by money damages.
Accordingly, each of the parties hereto agrees that the other shall be entitled
to specific performance and nay other appropriate equitable relief in the event
of a breach of the terms by the other.
If the foregoing is in accordance with your understanding, kindly
execute the enclosed agreement in the space provided below.
Very truly yours,
J-VON GROUP, LLC
By:
By:
---------------------------
Name:
Title:
Agreed and understood:
/s/ Xxxxxxx X. XxXxxxx
----------------------
Xxxxxxx X. XxXxxxx, individually
and on behalf of Discas, Inc.
