April 26, 2006
EXHIBIT
10.7
April 26, 2006 |
Xx.
Xxxxxx X. Xxxxxx
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Dear
Xx.
Xxxxxx:
Reference
is hereby made to that letter agreement (as amended hereby, the “Agreement”)
dated April 21, 2006 between Whitebox Advisors and Medis Technologies Ltd.
(“Medis”), pursuant to which we have agreed to exchange (the “Exchange”) an
aggregate of $550,000 face value amount of Medis’ 6% senior convertible notes
due July 15, 2010 (the “Notes”) for an aggregate of 34,817 shares of Medis
common stock (the “Shares”). Of such Shares, an aggregate of (i) 31,792 Shares
shall be freely tradable (and of which 292 Shares shall be delivered upon
issuance to XxXxxxx Securities Co. L.P.) and (ii) 3,025 Shares shall be
restricted, which Medis agrees to register as soon as possible.
The
Notes
were issued under that Indenture dated as of July 26, 2005 by and between
Medis
and Wachovia Bank, National Association (the “Indenture”).
We
represent and warrant to you that (i) Whitebox Diversified Convertible Arbitrage
Partners, LP (“Whitebox”) is the record and beneficial holder of the Notes, (ii)
we have full authority and capacity to execute, deliver and perform the
Agreement, and to bind and obligate Whitebox hereunder, (iii) we and/or Whitebox
have received all consents or approvals of or have given proper notice to
any
person or authority required in order for us to execute, deliver and perform
the
Agreement, (iv) the Agreement is a legal, valid and binding agreement of
ours,
enforceable against us in accordance with its terms, (v) Whitebox owns the
Notes
free and clear of all liens, charges and encumbrances, and upon the consummation
of the Exchange, Medis will own the Notes free and clear of all liens, charges
and encumbrances and (vi) Whitebox is acquiring the Shares for its own account
for investment purposes only and not with a present view to the resale or
distribution of the Shares.
Additionally,
we and Whitebox hereby (i) waive any and all terms, conditions and covenants
under the Indenture insofar as any of them may prohibit entering into or
consummating the Exchange, (ii) waive any cause of action we or Whitebox
may
have against Wachovia Bank, National Association, as Trustee under the Indenture
governing the Notes (the “Trustee”) in connection with the Exchange, (iii) agree
to indemnify the Trustee for any loss, liability, claim or damage it may
incur
in connection with the Exchange and (iv) authorize and direct the Trustee
to
consummate the Exchange.
[Remainder
of Page Intentionally Left Blank; Signature Page Follows in
Counterparts]
Sincerely yours, | ||
Whitebox
Advisors
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By: | /s/ | |
Name: |
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Title: |
Agreed
to
and Accepted
As
of the
Date Hereof:
By:
/s/
Name:
Xxxxxx X. Xxxxxx
Title:
Chairman and CEO