EX-99.5 3 drex99_5.txt LETTER AGREEMENT EXHIBIT 5 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 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/ Thomas F. Larkins ---------------------------------- Name: Thomas F. Larkins Title: Vice President and Corporate Secretary Consented to and acknowledged: SELLERS: ULTRAK, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Senior Vice President and Chief Financial Officer ULTRAK OPERATING, L.P. By: Ultrak GP, Inc., its sole General Partner By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK GP, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK LP, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK OHIO, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (ASIA PACIFIC) PTY. LTD. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer ULTRAK DEUTSCHLAND GMBH By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (SA) (PROPRIETARY) LIMITED By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer ULTRAK ITALIA, SpA By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (ASIA) PTE. LTD. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK POLSKA, Sp.z. O.O By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer ULTRAK HOLDINGS LIMITED By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (UK) LIMITED By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer