Exhibit 10.2
Services Acquisition Corp. International
000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xx. Xxxxxxxxxx, XX 00000
August __, 2006
Ladies and Gentlemen:
Reference is hereby made to the Securities Purchase Agreement dated as
of March 10, 2006 ("SPA") among Services Acquisition Corp. International, a
Delaware corporation (the "Company"), and the purchasers identified on the
signature pages thereto (each, a "Purchaser" and collectively, the
"Purchasers"). Capitalized terms used herein but not otherwise defined herein
shall have such meanings as defined in the SPA. The Company and the Purchasers
have agreed to amend and modify the SPA as follows:
1. Notwithstanding anything to the contrary in the SPA, the language
of Section 5.1(i) shall be deleted in its entirety and replaced with the
following: "September 15, 2006 or"
2. This letter may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.
3. The Purchasers acknowledge that (i) SEC Reports are deemed to
include the admendments to such filings with respect to the restatements
required by the Company's adoption of EITF 00-19, and (ii) the Company is
seeking to amend the terms of the Tornado Transaction to provide for an outside
termination date of September 15, 2006 and the amendment set forth herein is
conditioned upon the receipt of such amendment to the Tornado Transaction.
Except as modified hereby all of the other terms and conditions of the SPA
remains in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Company has caused this letter (amending the SPA) as
of the date first written above.
SERVICES ACQUISITION CORP.
INTERNATIONAL
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Name:
Title:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
IN WITNESS WHEREOF, the Purchasers have executed this letter (amending the
SPA) as of the date first written above.
PURCHASER:
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By:
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Name:
Title:
Number of Shares:
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Investment Amount: $
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