Letter Agreement Amending Definitions in Agreement Between Lifeline Systems, Inc. and ValueAct Entities (September 13, 2004)
This letter agreement, dated September 13, 2004, is between Lifeline Systems, Inc. and ValueAct Capital Partners and related parties. It modifies the definitions of "Company" and "Common Stock" in their original June 30, 2002 agreement to include successors, assigns, and parent entities of Lifeline Systems, Inc. All other terms of the original agreement remain unchanged. The parties confirm their acceptance of these modifications by signing this letter.
Exhibit 10.1
[Lifeline Systems, Inc. Logo]
| Mark G. Beucler | ||
| Vice President Finance, | ||
| Chief Financial Officer | ||
| and Treasurer |
September 13, 2004
Mr. Jeffrey W. Ubben and
the other individuals and entities listed on Schedule I hereto
435 Pacific Ave.
4th Floor
San Francisco, CA 94133
To Whom It May Concern:
Reference is hereby made to that certain Agreement, dated as of June 30, 2002 (the “Agreement”), among Lifeline Systems, Inc., a Massachusetts corporation (the “Company”), and (a) ValueAct Capital Partners, L.P., (b) ValueAct Capital Partners II, L.P., (c) ValueAct Capital International, Ltd., (d) VA Partners, L.L.C., (e) Jeffrey W. Ubben, (f) George F. Hamel, Jr. and (g) Peter H. Kamin (collectively and individually, “ValueAct”).
The Company and ValueAct agree that the term “Company” as defined and used in the Agreement is hereby modified to also include (1) all successors and assigns of Lifeline Systems, Inc. (a Massachusetts corporation in existence on the date hereof), whether by merger, share exchange, entity conversion or otherwise, and (2) any corporation or other entity that beneficially owns, either directly or indirectly, all of the outstanding capital stock, units or interests, as applicable, of Lifeline Systems, Inc. (a Massachusetts corporation in existence on the date hereof) or its successors or assigns. For the avoidance of doubt, the Company and ValueAct further agree that the term “Common Stock” as defined and used in the Agreement is hereby modified to also include the common stock of (1) all successors and assigns of Lifeline Systems, Inc. (a Massachusetts corporation in existence on the date hereof), whether by merger, share exchange, entity conversion or otherwise, and (2) any corporation or other entity that beneficially owns, either directly or indirectly, all of the outstanding capital stock, units or interests, as applicable, of Lifeline Systems, Inc. (a Massachusetts corporation in existence on the date hereof) or its successors or assigns.
Except as expressly set forth herein, nothing contained herein shall be deemed to alter or modify the terms and provisions of the Agreement. This letter agreement may be executed in counterparts, all of which together shall constitute one and the same instrument.
| Sincerely, | ||||||
| LIFELINE SYSTEMS, INC. | ||||||
| Lifeline Systems | By: | /s/ Mark Beucler | ||||
| 111 Lawrence Street | Name: | Mark Beucler | ||||
| Framingham, MA | Title: | Vice President, Finance | ||||
| 01702-8156 | Chief Financial Officer | |||||
| Phone: 508 ###-###-#### | and Treasurer | |||||
| Fax: 508 ###-###-#### | ||||||
| ***@*** | ||||||
| www.lifelinesys.com | ||||||
| ACCEPTED AND AGREED: | ||
| VALUEACT CAPITAL PARTNERS, L.P. | ||
| By: | VA Partners, L.L.C., its General Partner | |
| By: | /s/ George F. Hamel, Jr. | |
| Name: | George F. Hamel, Jr. | |
| Title: | Managing Member | |
| VALUEACT CAPITAL PARTNERS II, L.P. | ||
| By: | VA Partners, L.L.C., its General Partner | |
| By: | /s/ George F. Hamel, Jr. | |
| Name: | George F. Hamel, Jr. | |
| Title: | Managing Member | |
| VALUEACT CAPITAL INTERNATIONAL, LTD. | ||
| By: | VA Partners, L.L.C., its Investment Manager | |
| By: | /s/ George F. Hamel, Jr. | |
| Name: | George F. Hamel, Jr. | |
| Title: | Managing Member | |
| VA PARTNERS, L.L.C. | ||
| By: | /s/ George F. Hamel, Jr. | |
| Name: | George F. Hamel, Jr. | |
| Title: | Managing Member | |
| /s/ Jeffrey W. Ubben | ||
| Jeffrey W. Ubben | ||
| /s/ George F. Hamel, Jr. | ||
| George F. Hamel, Jr. | ||
| /s/ Peter H. Kamin | ||
| Peter H. Kamin | ||
SCHEDULE I
ValueAct Capital Partners, L.P.
ValueAct Capital Partners II, L.P.
ValueAct Capital International, Ltd.
VA Partners, L.L.C.
Jeffrey W. Ubben
George F. Hamel, Jr.
Peter H. Kamin
