Modification Agreement between Delcath Systems, Inc. and Laddcap Entities (April 9, 2007)

Summary

Delcath Systems, Inc. and Laddcap Value Partners LP, along with related Laddcap entities and Robert B. Ladd, have agreed to modify their previous Settlement Agreement from October 8, 2006. Most future obligations under the original Settlement Agreement are released, except for those in Sections 5, 6, and 13, which remain in effect. The agreement also updates the notice address for Delcath and allows for execution by facsimile. This modification reflects the parties' resolution of most prior issues and their desire to remove unnecessary restrictions.

EX-10.1 2 c47924_ex10-1.txt MODIFICATION AGREEMENT MODIFICATION AGREEMENT, dated as of April 9, 2007 (this "MODIFICATION AGREEMENT") by and between DELCATH SYSTEMS, INC., a Delaware corporation ("DELCATH"), and LADDCAP VALUE PARTNERS LP, a Delaware limited partnership, LADDCAP ASSOCIATES LLC, a Delaware limited liability company, LADDCAP VALUE ASSOCIATES LLC, a Delaware limited liability company, any affiliate (as defined under the Securities Exchange Act of 1934, as amended) of any of the foregoing, and Mr. ROBERT B. LADD ("LADD"), in his individual capacity (collectively, "LADDCAP," and together with Delcath, the "PARTIES"). WHEREAS, Delcath and Laddcap are parties to a Settlement Agreement dated as of October 8, 2006 (the "SETTLEMENT AGREEMENT"); and WHEREAS, the parties agree that the issues which led the Parties to enter into the Settlement Agreement have been largely resolved, that continuation of most covenants under the Agreement serve no valuable purposes for the Parties and certain of such covenants unnecessarily restrict the Parties activities at little or no benefit to the counter-parties; and WHEREAS, the Parties have accordingly agreed to modify the Settlement Agreement with respect to certain obligations and rights of the Parties under the Settlement Agreement; NOW, THEREFORE, in consideration of the mutual execution of this Modification Agreement and the mutual agreements set forth herein, the Parties hereby agree as follows: 1. Except as otherwise expressly set forth in this Modification Agreement, Laddcap and the Company hereby release one another from all future obligations created under the Settlement Agreement, with the exception of the Parties' obligations pursuant to Sections 5 and 6. 2. The provisions of Section 13 of the Settlement Agreement shall remain in force. 3. In accordance with Section 13(k) of the Settlement Agreement, Delcath hereby designates the following as the address to which all notices and other communications to it under the Settlement Agreement or this Modification Agreement shall be given: Delcath Systems, Inc. 1100 Summer Street Stamford, Connecticut 06905 Attention: Chief Executive Officer Facsimile: (203) 961-0120 No copy of any such notice or other communication to Delcath needs to be delivered to any other person. 4. This Modification Agreement may be executed in two or more counterparts, all of which shall be considered as one and the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other party. 2 5. This Modification Agreement may be executed by facsimile signature, and a facsimile signature shall constitute an original for all purposes. IN WITNESS WHEREOF, the Parties hereto have executed this Modification Agreement as of the date first above written. LADDCAP VALUE PARTNERS LP By LADDCAP VALUE ASSOCIATES LLC, Its General Partner By: /s/ Robert B. Ladd ------------------------------- Name: Robert B. Ladd Title: Managing Member LADDCAP VALUE ASSOCIATES LLC By: /s/ Robert B. Ladd ------------------------------- Name: Robert B. Ladd Title: Managing Member LADDCAP VALUE ADVISORS LLC By: /s/ Robert B. Ladd ------------------------------- Name: Robert B. Ladd Title: Managing Member ROBERT B. LADD /s/ Robert B. Ladd ---------------------------------- Robert B. Ladd DELCATH SYSTEMS, INC. By: /s/ Richard Taney ------------------------------- Name: Richard Taney Title: Interim Chief Executive Officer