November 26, 2002 Ultrak, Inc. 1301 Waters Ridge Drive Lewisville, Texas 75057 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Asset Purchase Agreement, dated as of August 8, 2002 (the "Asset Purchase Agreement"), between...
EXHIBIT 5
November 26, 2002
Ultrak, Inc.
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Attention: General Counsel
Ladies and Gentlemen:
Reference is made to the Asset Purchase Agreement, dated as of August
8, 2002 (the "Asset Purchase Agreement"), between Ultrak, Inc., a Delaware
corporation (together with the entities listed on Schedule A thereto, the
"Sellers"), and Honeywell International Inc., a Delaware corporation (the
"Purchaser"). All capitalized terms used herein but not defined herein
shall have the meaning given them in the Asset Purchase Agreement.
By executing this letter agreement below, each of Honeywell and the
Sellers hereby agrees that Section 9.4(a)(iv) of the Asset Purchase
Agreement is amended to provide that the Purchaser or the Sellers may
terminate the Asset Purchase Agreement if the Closing has not taken place
on or before December 31, 2002.
Except as expressly amended herein, the Asset Purchase Agreement shall
continue to be, and shall remain, in full force and effect. This letter
agreement may be executed in multiple counterparts which, taken together,
shall constitute one and the same agreement.
Please indicate your agreement to the matters stated herein by signing
and returning this letter.
Very truly yours,
HONEYWELL INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Corporate
Secretary
Consented to and acknowledged:
SELLERS: ULTRAK, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
ULTRAK OPERATING, L.P.
By: Ultrak GP, Inc., its sole
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK GP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK LP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK OHIO, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK (ASIA PACIFIC) PTY. LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director and Chief Financial
Officer
ULTRAK DEUTSCHLAND GMBH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK (SA) (PROPRIETARY) LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director and Chief Financial
Officer
ULTRAK ITALIA, SpA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK (ASIA) PTE. LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK POLSKA, Sp.z. O.O
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director and
Chief Financial Officer
ULTRAK HOLDINGS LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
ULTRAK (UK) LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director and Chief Financial
Officer