exv10w1






Exhibit 10.1




CONFORMED COPY




March 26, 2010



Porex Holding Corporation

c/o Aurora Capital Group

10877 Wilshire Boulevard, Suite 2100

Los Angeles, California 90024

Attention: Timothy J. Hart, Esq.





     Re: Agreement to Repurchase Notes Issued Pursuant to NPA 




Dear Tim:




     Reference is hereby made to the Note Purchase Agreement dated as of October 19, 2009
(as amended, supplemented or otherwise modified from time to time, the “NPA”) among Porex
Holding Corporation, a Delaware corporation, as issuer (the “Company”), the subsidiaries of
the Company party thereto, as guarantors (the “Guarantors”), and SNTC Holding, Inc., a
Delaware corporation, as purchaser (in such capacity, the “Purchaser”) and collateral agent
(in such capacity, “Collateral Agent”) pursuant to which the Company issued, and the
Purchaser purchased, (i) $10,000,000 in aggregate principal amount of the Company’s 8.75%
Senior Secured Notes due October 19, 2010 (the “2010 Notes”), (ii) $10,000,000 in aggregate
principal amount of the Company’s 8.75% Senior Secured Notes due October 19, 2011 (the “2011
Notes”), (iii) $10,000,000 in aggregate principal amount of the Company’s 8.75% Senior
Secured Notes due October 19, 2012 (the “2012 Notes”) and (iv) $37,500,000 in aggregate
principal amount of the Company’s 8.75% Senior Secured Notes due October 19, 2013 (the “2013
Notes” and, together with the 2010 Notes, the 2011 Notes and the 2012 Notes, the “Notes”).
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in
the NPA.




     The undersigned parties hereby consent and agree, for good and valuable consideration
receipt of which is hereby acknowledged, as follows:




     (1) Notwithstanding any provision to the contrary in the Note Documents and subject to
the provisions herein, the Purchaser and the Company hereby agree that the Company shall
purchase from the Purchaser all of the Notes (the “Purchase”) at a price (the “Purchase
Price”) equal to: (a) if the Purchase Price is paid prior to 5:00 P.M EDT on April 1, 2010,
ninety-seven percent (97%) of the aggregate face value thereof, together with accrued and
unpaid interest through and including the Purchase Date (as defined below); and (b) if the
Purchase Price is paid after 5:00 P.M. EDT on April 1, 2010, one hundred percent (100%) of
the aggregate face value thereof, together with accrued and unpaid interest through and
including the Purchase Date.




     (2) The Purchaser hereby represents, warrants and covenants that it holds, and shall
hold through the Purchase Date (as defined below), 100% of the Notes issued pursuant to the
NPA and has the power and authority, in its capacity as Purchaser, Collateral Agent and
Required Holder, to enter into the agreements set forth herein, to sell the Notes to the
Company and to consent to the foregoing



 









 







under the Note Documents. The Company hereby represents and warrants that it has the
power and the authority to enter into the agreements set forth herein and to purchase the
Notes from the Purchaser as contemplated hereby.




     (3) The Purchase shall take place on April 1, 2010 at a place to be designated by the
Company or at such other place and time not later than the End Date (as defined below) as
the Company shall elect (the “Purchase Date”) by providing not less than 24 hours prior
written notice (the “Purchase Notice”) of such place and time to the Purchaser at its
address set forth in Schedule A to the NPA or via email to Jason Holden at jholden@webmd.net
and Charlie Mele at cmele@webmd.net; provided, however, that the Company may, at its
election move the Purchase Date to a date no later than the End Date by providing prior
written notice as described above. On the Purchase Date, the Company shall deposit by wire
transfer the Purchase Price to the account of the Purchaser set forth on Schedule A to the
NPA or to such other account as the Purchaser may designate; provided, that if no Purchase
Notice shall have been given by the Company prior to 3:00 P.M. EDT on April 7, 2010, then
the Purchase Date shall be April 8, 2010 (the “End Date”) and the full Purchase Price shall
be due and payable at 3:00 P.M. EDT on such date and shall be paid by the Company in the
manner set forth above at or before such time. Upon receipt of the Purchase Price, the
Purchaser (including in its capacity as Collateral Agent) shall promptly assign all of its
interests in the Notes and the other Note Documents to the Company and shall promptly
execute and deliver any customary documents, instruments or certificates to the Company that
the Company may reasonably request to properly assign all of its interests in the Notes.
The giving of a notice of a proposed Purchase Date shall not eliminate or otherwise
adversely affect the condition that the Company’s obligation to complete the purchase of the
Notes on the proposed Purchase Date remains subject to the satisfaction (or the waiver by
the Company), concurrent with the purchase of the Notes, of the conditions set forth in the
“Conditions to Closing” subsection of the “Senior Secured Term Sheet” attached to the
Commitment Letter as provided in Paragraph 4 of this letter agreement. If a notice of the
date of the proposed Purchase Date is given and the conditions set forth in the “Conditions
to Closing” subsection of the “Senior Secured Term Sheet” attached to the Commitment Letter
are not so satisfied or waived by the Company on the proposed Purchase Date, the proposed
Purchase Date shall be automatically extended on a business day to business day basis until
such business day on which such conditions are so satisfied or waived by the Company. If
such conditions shall not have been satisfied by the End Date (and such failure shall not
have been waived by the Company), the Company shall not have any obligation to purchase the
Notes pursuant to this letter agreement.




     (4) The Company has entered into a Commitment Letter with General Electric Capital
Corporation and GE Capital Markets, Inc., dated March 26, 2010 (the “Commitment Letter”), an
executed copy of which has been provided to the Purchaser. The Company’s obligation to
purchase the Notes pursuant to the terms of this letter agreement is subject to the
satisfaction of the conditions set forth in the “Conditions to Closing” subsection of the
“Senior Secured Term Sheet” attached to the Commitment Letter.



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     (5) With regard to all dates and time periods set forth or referred to in this letter
agreement, time is of the essence.




     This letter agreement may be executed in the original or by telecopy in any number of
counterparts, each of which shall be deemed original and all of which taken together shall
constitute one and the same agreement. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of the State of
New York excluding choice-of-law principles of the law of such State that would permit the
application of the laws of a jurisdiction other than such State.



     In Witness Whereof, the parties hereto have executed this letter agreement by their duly
authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	Very truly yours,

SNTC HOLDING, INC.,
  IN ITS CAPACITY AS PURCHASER AND
  HOLDER OF 100% OF THE NOTES

 	 
	 	By  	/s/ RoseAnn Stampe
 	 
	 	 	Name:  	RoseAnn Stampe 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	SNTC HOLDING, INC.,
  AS COLLATERAL AGENT

 	 
	 	By  	/s/ RoseAnn Stampe
 	 
	 	 	Name:  	RoseAnn Stampe 	 
	 	 	Title:  	Assistant Secretary 	 



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This Letter Agreement is hereby

accepted and agreed to as

of the date thereof.




COMPANY




POREX HOLDING CORPORATION




	 	 	 	 	 
	By  	                       /s/ Michael Marino
 	 	 
	 	Name:  	Michael Marino 	 	 
	 	Title:  	Director 	 	 



GUARANTORS




POREX CORPORATION




	 	 	 	 	 
	By  	                       /s/ Michael Marino
 	 	 
	 	Name:  	Michael Marino 	 	 
	 	Title:  	Director 	 	 



POREX SURGICAL, INC.




	 	 	 	 	 
	By  	                       /s/ Michael Marino
 	 	 
	 	Name:  	Michael Marino 	 	 
	 	Title:  	Director 	 	 




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