EX-99.2
March 28, 2002
VIA FAX 000.000.0000
Xxxxxx Xxxxx, Esq.
Xxxxx, Danzig, Scherer, Xxxxxx & Xxxxxxxx LLP
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Re: Xxxxxx Tree Construction, Inc./American Health and Diet Centers, Inc.
Dear Mr. Xxxxx:
This letter confirms our respective clients' agreement that the following
provisions of the following documents are amended, post-closing, so as to
advance certain payment dates set forth in such documents, except where noted:
1. Promissory Note to Xxxxx Xxxxxxx: "Repayment Terms" provision
2. Promissory Note to Xxxxxx Xxxxx: "Repayment Terms" provision
3. Exclusive Manufacturing Agreement: Schedule A
4. Stock Purchase Agreement: Sections 5.2 (a) and (b)
For your convenience, attached to this letter are extracts which set forth the
revised language. Unless you otherwise immediately notify the undersigned in
writing, I will assume that the foregoing (including the attachments hereto) are
consistent in all respects with your understanding of their agreement. If you
have any questions, please do not hesitate to contact me.
Sincerely yours,
Xxxxxxx X. Xxxxx
cc: Xxxxx Xxxxxx, Esq. (w/ encl.)
1. Xxxxxxx Xxxxxxxxxx Note: "Repayment Terms"
REPAYMENT TERMS. This Note shall be due and payable as follows: (a) a first
payment in the amount of $12,500; (b) a second payment in the amount of $50,000;
and (c) thereafter, in twenty-three (23) equal monthly installments of
$67,158.87. The first payment (in the amount set forth in subparagraph (a) of
this section) shall be due on the date hereof and the second payment (in the
amount set forth in subparagraph (b) of this section) shall be due on April 1,
2002. The third payment (in the amount set forth in subparagraph (c) of this
section) shall be due on April 23, 2002, and thereafter payments (in the amount
set forth in subparagraph (c) of this section) shall be due on the twenty-third
day of each successive calendar month, until the last payment, together with any
and all principal, interest, fees and other amounts owing to XXXXXXX, is made on
March 23, 2004.
2. Xxxxx Xxxxxxxxxx Note: "Repayment Terms"
REPAYMENT TERMS. This Note shall be due and payable as follows: (a) a first
payment in the amount of $12,500; (b) a second payment in the amount of $50,000;
and (c) thereafter, in twenty-three (23) equal monthly installments of
$67,158.87. The first payment (in the amount set forth in subparagraph (a) of
this section) shall be due on the date hereof and the second payment (in the
amount set forth in subparagraph (b) of this section) shall be due on April 1,
2002. The third payment (in the amount set forth in subparagraph (c) of this
section) shall be due on April 23, 2002, and thereafter payments (in the amount
set forth in subparagraph (c) of this section) shall be due on the twenty-third
day of each successive calendar month, until the last payment, together with any
and all principal, interest, fees and other amounts owing to XXXXX, is made on
March 23, 2004.
3. Exclusive Manufacturing Agreement: Schedule A
Schedule A
PAYMENT SCHEDULE FOR OUTSTANDING VITAQUEST PAYABLE
April 8, 2002 $100,000
April 15, 2002 $100,000
April 22, 2002 $100,000
April 29, 2002 $100,000
May 6, 2002 $500,000
May 13, 2002 $100,000
May 20, 2002 $100,000
May 27, 2002 $100,000
June 3, 2002 $100,000
June 10, 2002 $100,000
June 17, 2002 $100,000
June 24, 2002 $100,000
4. Stock Purchase Agreement: Sections 5.2(a) and (b)
(a) On April 8, 2002, Purchaser shall pay down the indebtedness owing from the
Company to Xxxxxx United Bank (the "HUBCO Debt") to an amount not to exceed an
aggregate outstanding balance of $3,000,000; in addition, Xxxxxx United Bank
shall have agreed on or before April 8, 2002 in writing that Xxxxx Xxxxxxx and
Xxxxxx Xxxxx shall remain on their guaranty of the HUBCO Debt (the "HUBCO
Guaranty") for an amount not to exceed $3,000,000. (b) The HUBCO Debt shall
thereafter be repaid by the Company by making (1) payment of $250,000 on April
29, 2002, (2) payment of $500,000 on May 29, 2002 and (3) payment of all of the
HUBCO Debt shall be repaid in full on or before July 1, 2002 and the HUBCO
Guaranty terminated by such date.
