GOLD COAST FINANCE, INC.
00000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000
January 26, 1996
LMI Acquisition Corp.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxxxx 00000
RE: Agreement and Plan of Merger by and between
LMI Acquisition Corp. and Gold Coast Finance, Inc.
dated May 19, 1995, as amended from time to time
(the "Agreement")
Gentlemen:
This will confirm that any shares of Series A $4 Convertible Preferred
Stock of LMI purchased upon conversion of the Debentures sold pursuant to the
Securities Purchase Agreement dated January _____, 1996 shall be treated for all
purposes under the Agreement as if the shares were part of the "Equity Funding"
as defined in Section 8.2 of the Agreement. In addition, the shares shall be
also deemed to be part of the "Private Placement," as defined in Section 3(ii)
of the Investment Banking Advisor Agreement.
Very truly yours,
GOLD COAST FINANCE, INC.
By: /s/ Xxxx Xxxxxxxx
AGREED TO:
LMI ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxx
