EXHIBIT 5
H. XXXXX XXXXXXXX
January 15, 1998
To OHM CORPORATION:
With reference to the First Option Agreement, dated as of March 28,
1995 (the "First Option Agreement"), between OHM Corporation (the "Company") and
H. Xxxxx Xxxxxxxx (the "Holder") and the Second Option Agreement, dated as of
March 28, 1995 (the "Second Opinion Agreement"), between the Company and the
Holder, and the Agreement and Plan of Merger, dated the date hereof (the "Merger
Agreement"), among the Company, International Technologies Corporation and IT-
Ohio, Inc. ("Merger Sub"), this letter agreement will confirm our agreement as
follows:
1. Terms used herein but not defined herein shall have the respective meanings
set forth in the Merger Agreement.
2. In consideration of the agreement set forth in paragraphs 3, 4 and 5 of
this letter agreement, the Company agrees that, as promptly as practicable
after the earliest to occur of (i) the acceptance by Merger Sub of Shares
for payment in the Offer, or (ii) the Effective Time, the Company shall pay
to the Holder, in immediately available funds, $1,500,000 (the "Termination
Payment").
3. In consideration of the payment of the Termination Payment, the First
Option Agreement and the Second Option Agreement are hereby terminated,
effective as of the time of payment of the Termination Payment.
4. The Holder shall not exercise his rights pursuant to Sections 3.1 or 3.2 of
the First Option Agreement or Sections 3.1 or 3.2 of the Second Option
Agreement prior to the earliest to occur of (i) the second business day
subsequent to the Effective Time, and (ii) the termination of the Merger
Agreement in accordance with its terms.
5. The Holder hereby waives his rights under Section 2.2 of the First Option
Agreement and Section 2.2 of the Second Merger Agreement with respect to
the NSC Distribution.
6. This letter agreement shall terminate upon the termination of the Merger
Agreement, but shall not otherwise be terminable.
7. This letter agreement and rights and obligations of the parties hereunder
shall be governed by, construed and interpreted in accordance with the laws
of the State of Ohio applicable to agreements executed by residents of that
state, and fully to be performed, in that state.
If the foregoing is in accordance with your understanding, please
execute one counterpart of this letter agreement, whereupon this letter
agreement shall constitute a binding agreement among the parties hereto.
Very truly yours,
______________________
(H. Xxxxx Xxxxxxxx)
Accepted and agreed
as of the date hereof:
OHM CORPORATION
By:_____________________
Name:
Title:
