Exhibit 2.3
Marathon Fund Limited Partnership IV
x/x Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx
0000 Xxxxx Fargo Center
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
and
BancBoston Ventures Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
June 12, 2003
VI Acquisition Corp.
c/o Wind Point Partners
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Interest Rate Swap Amount; Cash and Outstanding Checks
Gentlemen:
Reference is hereby made to the Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of April 15, 2003, among Midway Investors Holdings
Inc., a Delaware corporation (the "Company"), VI Acquisition Corp., a Delaware
corporation (the "Buyer"), and the shareholders, optionholders and
warrantholders of the Company. Capitalized terms used herein without definition
shall have the meanings specified for such terms in the Stock Purchase
Agreement.
Pursuant to Section 1.2(a) of the Stock Purchase Agreement, the
calculation of the Closing Purchase Price includes a deduction of the aggregate
amount of all Indebtedness of the Company and its Subsidiaries outstanding as of
the Closing and an increase equal to the Net Cash Amount as of the Closing.
Pursuant to Section 7.5 of the Stock Purchase Agreement, the Certificate of
Indebtedness and Net Cash to be delivered by the Company at the Closing will
include a certification of the amount of outstanding Indebtedness and Net Cash
Amount of the Company and its Subsidiaries as of the Closing Date.
The Company, the Buyer and the Seller Representatives hereby agree that
notwithstanding anything to the contrary contained in the Stock Purchase
Agreement, the Seller Representatives and the Company shall be permitted to use
an estimated amount of (a) the obligations of the Company and its Subsidiaries
under their interest rate swap agreements (based on the payoff amount for such
obligations as of the last business day preceding the Closing Date) for purposes
of calculating Indebtedness of the Company and its Subsidiaries as of the
Closing
Date and calculating the Closing Purchase Price and (b) the aggregate amount of
the Company's and each of its Subsidiaries' cash and cash equivalents on hand or
in bank accounts as of such date and the aggregate amount of outstanding and
unpaid checks issued by the Company and each of its Subsidiaries as of such date
for purposes of calculating the Net Cash Amount and calculating the Closing
Purchase Price. In the event that the actual amount of (a) such obligations
under the interest rate swap agreements is greater or less than such estimated
amount or (b) such cash and cash equivalents and outstanding and unpaid checks
is greater or less than such estimated amount, then in connection with the
determination of the Final Closing Date Net Working Capital, the Seller
Representatives and the Buyer will make an appropriate adjustment and payment to
reflect the Closing Purchase Price that would have resulted from using such
actual amount in lieu of such estimated amount. Such adjustments will be made at
the same time, in the same manner, with the same procedures and the same payment
mechanisms as those used in connection with the determination of the Final
Closing Date Net Working Capital, including, without limitation, those set forth
in Sections 1.2(c) and 1.5 of the Stock Purchase Agreement.
[Balance of Page Intentionally Left Blank]
Please indicate your agreement to the foregoing by signing and returning
to the undersigned an original counterpart of this letter.
Very truly yours,
MIDWAY INVESTORS HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
President
MARATHON FUND LIMITED PARTNERSHIP IV,
as Seller Representative
By: Miltiades LLC, its Sole General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Authorized Member
BANCBOSTON VENTURES INC.,
as Seller Representative
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxxx
Managing Director
The undersigned hereby acknowledges and agrees to the foregoing as of the date
first above written.
VI ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
