SAI Holdings, Inc.
EXHIBIT 10.2
SAI Holdings, Inc.
February 16, 2007
Xxxxxxxxxx LLC
Xxxxxxxx LLC
GHCO Partners LLC
GH Trading LLC,
Xxxxxxxx LLC
GHCO Partners LLC
GH Trading LLC,
Re: Xxxxxxxxxx Xxxxxxxx & Co.
Dear : Sirs
We refer to that certain Purchase Agreement dated as of November 6, 2006 among Xxxxxxxxxx
Xxxxxxxx & Co., Xxxxxxxxxx LLC, Xxxxxxxx LLC, GH Trading LLC, GHCO Partners LLC, Xxxxxxxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxxxx, SAI Holdings, Inc., GH1 Inc. and GH2 LLC and Xxxxxxxxxxx Xxxxxxxx in
his capacity as Seller’s Representative (the “Purchase Agreement”). Capitalized terms used in this
letter but not otherwise defined herein shall have the meanings ascribed to them in the Purchase
Agreement.
The purpose of this letter is to confirm certain modifications to the Purchase Agreement that
have been agreed between the parties in connection with, and in order to induce the parties to
consummate, the Closing. Each of the undersigned therefore acknowledges and agrees that:
(a) the “Initial Purchase Price” shall be Twenty Seven Million Three Hundred Four Thousand Six
Hundred and Three Dollars ($27,304,603), being an amount calculated based on the Adjusted Book
Value as of December 31, 2006 less the $1,500,000 payment made to retire the Series B Shareholders
of GH Traders and with the Membership Value of exchange seats which are publicly traded and have a
market quotation being determined as of February 14, 2007. The Holdback Amount shall be Two
Million Seven Hundred Thirty Thousand Four Hundred Sixty Dollars ($2,730,460), resulting in an
amount due at closing of Twenty Four Million Five Hundred Seventy Four Thousand One Hundred Forty
Two Dollars ($24,574,142), payable in cash and stock in accordance with Section 1.1 of the Purchase
Agreement;
(b) the parties acknowledge that for the purposes of determining the Closing Adjusted Book Value
pursuant to Section 1.4 of the Purchase Agreement, it shall not be a requirement that there be a
formal closing of the books of the Partnership on the Closing Date, but rather the Closing Book
Value shall be determined based on the January 31, 2007 accounts of the Partnership adjusted to
reflect a good faith estimates of changes (including with respect to appropriate allocations of
costs and revenues) to Book Value from January 31, 2007 to the Closing Date. The Membership Value
for exchange seats which are publicly traded and have a market quotation will be determined as of
the close of business on the Business Day prior to the Closing. The Seller’s Representative will
endeavor to deliver an initial
calculation of the Closing Adjusted Book Value by March 15, 2007 and the Buyer will endeavor to
Xxxxxxxxxx LLC
Xxxxxxxx LLC
February 16, 2007
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Xxxxxxxx LLC
February 16, 2007
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deliver a Closing Statement within 30 days of receipt of such initial calculation.
The provisions of Sections 10.1, 10.4, 10.5, 10.6, 10.8, 10.9 and 10.11 of the Purchase
Agreement are incorporated herein by this reference (provided that references to the Agreement are
references to this letter).
Sincerely,
SAI Holdings, Inc. | ||||||
By: |
/s/ XXXXXX X. XXXXXXXXXXX | |||||
Name: | Xxxxxx X. Xxxxxxxxxxx | |||||
Title: | Executive Vice President | |||||
GHP1, Inc. | ||||||
By: |
/s/ XXXXXX X. XXXXXXXXXXX | |||||
Name: | Xxxxxx X. Xxxxxxxxxxx | |||||
Title: | President | |||||
GHP2, LLC | ||||||
By: |
/s/ XXXXXX X. XXXXXXXXXXX | |||||
Name: | Xxxxxx X. Xxxxxxxxxxx | |||||
Title: | Manager |
Xxxxxxxxxx LLC
Xxxxxxxx LLC
February 16, 2007
Page 3
Xxxxxxxx LLC
February 16, 2007
Page 3
Acknowledged and Agreed Xxxxxxxxxx Xxxxxxxx & Co. |
|||||||
By: | /s/ XXXXXXXXXXX XXXXXXXX | ||||||
Name: Xxxxxxxxxxx Xxxxxxxx | |||||||
Title: Co-Chairman | |||||||
Xxxxxxxxxxx Xxxxxxxx, in his capacity as Sellers’ Representative |
|||||||
/s/ XXXXXXXXXXX XXXXXXXX | |||||||
Xxxxxxxxxx LLC |
|||||||
By: | /s/ XXXXX XXXXXXXXXX | ||||||
Name: Xxxxx Xxxxxxxxxx | |||||||
Title: Managing Member | |||||||
Xxxxxxxx LLC |
|||||||
By: | /s/ XXXXXXXXXXX XXXXXXXX | ||||||
Name: Xxxxxxxxxxx Xxxxxxxx | |||||||
Title: Managing Member | |||||||
GHCO Partners LLC |
|||||||
By: | /s/ XXXXX XXXXXXXXXX | ||||||
Name: Xxxxx Xxxxxxxxxx | |||||||
Title: Managing Member |
Xxxxxxxxxx LLC
Xxxxxxxx LLC
February 16, 2007
Page 4
Xxxxxxxx LLC
February 16, 2007
Page 4
GH Traders LLC |
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By: | /s/ XXXXXXXXXXX XXXXXXXX | |||
Name: | Xxxxxxxxxxx Xxxxxxxx | |||
Title: | Manager | |||
Xxxxxxxxxxx Xxxxxxxx |
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/s/ XXXXXXXXXXX XXXXXXXX | ||||
Xxxxx Xxxxxxxxxx | ||||
/s/ XXXXX XXXXXXXXXX | ||||