Exhibit 99.1
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January 28, 2002
Xxxxxx'x Grand Ice Cream, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
We are writing to confirm certain agreements among Xxxxxx'x Grand Ice
Cream, Inc. (the "Company"), General Electric Pension Trust ("GEPT"), GE
Investment Private Placement Partners I, Limited Partnership ("GEIPP"), and
General Electric Capital Corporation ("GECC" and, together with GEPT and GEIPP,
the "GE Entities"), relating to the Common Stock, $1.00 par value (the "Common
Stock"), of the Company.
Concurrently with the execution and delivery of this Agreement by the
Company, Xxxx X. Xxxxxxx is resigning as a member of the Board of Directors of
the Company. A copy of Xx. Xxxxxxx'x letter of resignation is attached hereto.
The Company acknowledges that his resignation does not affect Xx. Xxxxxxx'x
rights to indemnification and exculpation under the Company's certificate of
incorporation and by-laws or his rights under any directors' and officers'
insurance policies of the Company with respect to any period prior to the
effectiveness of his resignation.
The following confirms certain understandings between the parties
with respect to the potential exercise by the GE Entities of its rights under
the Registration Rights Agreement dated as of June 30, 1993, as amended (the
"Registration Rights Agreement"). Within 30 days from the receipt of a written
request therefor, the Company shall file a Registration Statement on Form S-3
(the "Registration Statement") in order to register for sale all shares of
Common Stock owned by the GE Entities, in accordance with the plan of
distribution of the GE Entities, which may include, without limitation, the sale
of shares in an underwritten offering and the sale of shares in one or more
block trades. If the GE Entities determine to effect an underwritten offering of
Common Stock, the Company will cooperate with the GE Entities in connection
therewith, including, without limitation, conducting up to three roadshow
meetings with investors upon the reasonable request of the GE Entities. The
Company shall cause the Registration Statement to become effective at the
earliest practicable date and to remain effective until the earlier of (i) the
date all shares of Common Stock registered on behalf of the GE Entities have
been sold and (ii) 90 days from the effective date of the Registration
Statement. The Company shall bear all Registration Expenses (as defined in the
Registration Rights Agreement) in connection with the Registration Statement.
Except as otherwise provided herein, the registration of the shares of Common
Stock owned by the GE Entities shall be effected in accordance with the
provisions of the Registration Rights Agreement.
The Securities Purchase Agreement among the Company and the GE
Entities dated as of June 24, 1993 and all related agreements between the
Company, on the one hand, and any of the GE Entities, on the other hand, are
hereby terminated and none of the provisions of any
such agreement shall survive such termination, except for this letter and except
that the provisions of the Registration Rights Agreement shall survive for the
purposes of embodying the agreement of the parties hereto with respect to the
manner in which the registration contemplated by the preceding paragraph shall
be effected.
Simultaneously herewith, outside counsel to the GE Entities is
delivering to the Company its opinion with respect to the eligibility for
transfer without registration by the GE Entities of the shares of Common Stock
held by them. The Company agrees to remove all legends from the certificates
evidencing shares of Common Stock held by the GE Entities and to redeliver such
certificates, or to deliver unlegended replacements therefor, to the GE Entities
within 5 days after delivery of such certificates to the Company by the GE
Entities.
The GE Entities hereby confirm that they shall promptly amend the
Statement on Schedule 13D filed with the Securities and Exchange Commission with
respect to their ownership of the Common Stock to reflect this letter agreement,
and that such amendment will not otherwise amend in any respect the disclosures
heretofore contained in such Statement under Items 4 or 6.
The Company acknowledges and agrees that the Company has not
furnished to Xx. Xxxxxxx, any of the GE Entities, General Electric Company or
any direct or indirect subsidiary of any of the foregoing or any of their
respective officers, directors or employees any current non-public information
which is material to the Company.
This letter shall be governed by the laws of the State of Delaware.
Very truly yours,
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Incorporated,
its Investment Manager
By: ______________________________________
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Asset Management Incorporated,
its General Partner
By:_______________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By:_______________________________________
Acknowledged and Agreed:
XXXXXX'X GRAND ICE CREAM, INC.
/s/ Xxxxxxx X. Xxxx
By:________________________________________
Xxxxxxx X. Xxxx, Chief Financial Officer
