Exhibit 11
CONFORMED COPY
To: GMAC Commercial Finance PLC (GMAC)
Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxxxx
Xxxx Xxxxxx
XX0 0XX
and: Ohsea Holdings Limited (Ohsea)
Marine Court
Xxx Xxxxxx
Xxxxx
Xxxx xx Xxxxx
X000 0XX
Dated: 14th April, 2003
Dear Sirs,
Undertaking to subscribe
I refer to:
(a) the Bridge Facility Agreement between GMAC and Ohsea of the same date as
this letter (the Bridge Agreement); and
(b) the Invoice Discounting Agreement to be entered into between GMAC (in the
UK) and GMAC Commercial Finance LLC (in the US), and S. Com Group plc,
Science Recruitment Group Limited and PS Interim Limited (in the UK) and S.
Com CSE Inc. and The Xxxxx Group Inc. (in the US), substantially in the
forms attached (the ID Agreements, which shall include the invoice
discounting facility to be used in the United States of America and the
English Law agreement together).
It is understood that any amounts drawn under the Bridge Agreement are to be
refinanced by a drawing under the ID Agreements.
As an inducement to GMAC to provide the facility to Ohsea on the terms of the
Bridge Agreement I undertake to you as follows:
(1) I shall, subject as stated below, subscribe for additional A ordinary
shares of 0.1 xxxxx each in the capital of Ohsea, at a subscription price
of $2.10 per share, for an aggregate subscription price of up to the lesser
of (i)(pound)1,000,000 and (ii) the value of the Headroom (as defined
below);
(2) I shall make that subscription promptly following notification from GMAC
that the first drawing is to be made under the ID Agreements and that
Headroom exists on the day of that drawing, and in any event, within five
London business days of receipt of that notification, the subscription
consideration to be paid into each account of Ohsea as GMAC and Ohsea shall
agree;
(3) this undertaking will be of no effect unless and until a drawing has been
made under the Bridge Agreement; and
(4) I may, at my discretion, arrange for this undertaking to be performed in
whole or in part by another or other shareholders of Ohsea, it being agreed
that I will be required to perform this undertaking to the extent of any
failure in performance by any such other shareholder.
For these purposes:
Headroom means the amount determined on the date of the first drawing under the
ID Agreements as follows:
Headroom = ((c) +(pound)500,000) minus (a + b)
where:
(a) is the aggregate amount that could be raised by Ohsea from you under the ID
Agreements on that date;
(b) is the aggregate amount of cash available to Ohsea and its subsidiaries
which could lawfully be applied towards the repayment of amounts drawn
under the Bridge Agreement on that date, as determined by
PriceWaterhousecoopers (PWC); and
(c) is the aggregate amount borrowed by Ohsea under the Bridge Agreement for
the purchase of shares in Target (as defined in the Bridge Agreement).
If the Headroom would be a negative amount when calculated on the above formula
it shall be treated as zero.
Amounts in a currency other than sterling shall be converted into Sterling at a
rate determined by PWC as used in their work in relation to the "whitewash"
process required as a condition precedent to the ID Agreement.
This undertaking is governed by English Law.
Yours faithfully,
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
