EX-3
from 8-K
1 page
Exhibit C (2 Pages) March 30, 1998 via Facsimile Eric Ryback, President Ryback Management Corporation 7711 Carondelet, Suite 7000 St. Louis, Mo 63105 Dear Mr. Ryback: Scientific Software-Intercomp, Inc. on March 27, 1998 Signed an Agreement for Its Acquisition by Baker Hughes Incorporated. That Agreement Is Conditioned Upon the Acceptance by the Lindner Funds (Lindner) at the Closing of the Acquisition of $1.4 Million Cash in Satisfaction of the $5 Million of Principal Plus Accrued Interest (And Any Other Charges) Which Will Be Owed to Lindner at Closing and in Satisfaction of Warrants Held by Lindner to Purchase Up to 1,500,000 Shares of Common Stock of Ssi. the Transaction Will Be as I Described to You Previously. Depending on the Agreement With Halliburton, the Proceeds to Common Shareholders Will Be Between $.30 and $.50 Per Common Share. We Believe That We Have an Agreement With Halliburton Which Could Result in Common Shareholders Receiving $.49 Per Share, but in Any Event No Less Than $.30 Per Share. a Copy of the Agreement of Ssi With Baker Hughes Is Attached. Mr. Eric Ryback March 30, 1998 Page 2 We Understand That the Foregoing Payments Are Acceptable to Lindner and That Ryback Management Corporation Is Authorized on Behalf of Lindner to Agree to the Foregoing. Accordingly, Please Sign and Return by Facsimile to 303/894-0475 a Copy of This Letter to Indicate Such Agreement. in Connection With Completing the Formal Documentation for the Acquisition of Ssi by Baker Hughes, It Will of Course Be Necessary for Ssi and Lindner to Enter Into a Fuller Agreement Containing the Terms Set Forth Above. Very Truly Yours, Scientific Software-Intercomp, Inc. by /S/ George Steel George Steel, President and Chief Executive Officer Agreed to This 31 Day of March, 1998 Ryback Management Corporation by /S/ Eric Ryback Eric Ryback, President
12/34/56
