March 22, 2006
Exhibit
99.6
March 22, 2006
Xx. Xxxx X. Xxxxxxx
Xx. Xxxx X. Xxxxx
Xx. Xxxxx X. Xxxxxxxxx
Xx. Xxxxx X. Xxxxxx
Xx. Xxxxx X. Xxxxxxxxx
Xx. Xxxxx X. Xxxxxxxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxxxx Xxxxx
Mr. Xxxx Xxxxxxx
Mr. Xxxxx Xxxxxx
Xx. Xxxx Xxxxx
Mr. Xxxxx Xxxxxxxxx
Mr. Xxxxxx Xxxxxxxx
Xx. Xxxxxx Xxxxxxxx
Xx. Xxx Xxxxx
Xx. Xxxx X. Xxxxx
Xx. Xxxxx X. Xxxxxxxxx
Xx. Xxxxx X. Xxxxxx
Xx. Xxxxx X. Xxxxxxxxx
Xx. Xxxxx X. Xxxxxxxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxxxx Xxxxx
Mr. Xxxx Xxxxxxx
Mr. Xxxxx Xxxxxx
Xx. Xxxx Xxxxx
Mr. Xxxxx Xxxxxxxxx
Mr. Xxxxxx Xxxxxxxx
Xx. Xxxxxx Xxxxxxxx
Xx. Xxx Xxxxx
Re: Waiver of Voting Agreement
Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger
Agreement”), dated as of March 22, 2006, by and among Xxxxxx Industrial Group, Inc., a Georgia
corporation (the “Company”), MMC Precision Holdings Corp., a Delaware corporation
(“Parent”), and MMC Precision Merger Corp., a Georgia corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), providing, among other things, for the acquisition of
the Company by Parent, such acquisition to be accomplished through a merger of Merger Sub with and
into the Company (the “Merger”), with the Company continuing as the surviving corporation
and as a wholly owned subsidiary of Parent. Reference is also hereby made to that certain Voting
Agreement (as amended, modified or supplemented from time to time, the “Voting Agreement”),
dated as of January 20, 1998, pursuant to which each of you (collectively, the “Other
Shareholders”) granted to the undersigned an irrevocable proxy, and appointed the undersigned
as your attorney-in-fact, to vote all of the shares of Class A Common Stock, par value $0.01 per
share, of the Company owned by each of you (collectively, the “Shares”) with regard to all
matters to be voted upon by stockholders of the Company.
Solely in connection with any meeting of the stockholders of the Company called to
consider and vote to approve either (i) the Merger Agreement, the Merger and the other transactions
contemplated by the Merger Agreement, including any other matter that is on the ballot or written
consent related thereto, or (ii) a Company Takeover Proposal (as defined in the Merger Agreement),
the undersigned hereby waives any rights under, and releases each Other Shareholder from all of the
provisions of, the Voting Agreement, including without limitation,
any rights of the undersigned to vote the Shares by proxy at such meeting or by written
consent related thereto.
Except as specifically set forth in this letter agreement, the Voting Agreement shall remain
in full force and effect in accordance with its respective terms and is hereby ratified and
confirmed. This letter agreement shall not be deemed to constitute a waiver of, or consent to, or
a modification or amendment of, any other provision of the Voting Agreement except as expressly
provided herein or to prejudice any other right or rights which any party may now have or may have
in the future under or in connection with the Voting Agreement. This letter agreement shall not
constitute an agreement or obligation of any party to consent to, waive, modify or amend any other
term, condition, subsection or section of the Voting Agreement.
[signature page follows]
2
This letter agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Very truly yours, | ||||