Exhibit 1
Xxxxxx-Field Health Products, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
November 25, 1997
Xxxx X. Xxxxxxx
000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxxx Partners, L.P.
000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Voting Agreement, dated as of September
5, 1997 (the "Voting Agreement"), by and between Xxxxxx-Field Health Products,
Inc. ("Xxxxxx- Field") and Xxxx X. Xxxxxxx ("Xx. Xxxxxxx"). Capitalized terms
used and not otherwise defined herein have the meanings ascribed to such terms
in the Voting Agreement.
Xx. Xxxxxxx has informed Xxxxxx-Field that he is contemplating the transfer
of some or all of the common stock, par value $2.50 per share, of Xxxxx
Enterprises, Inc. owned by him (the "Xxxxx Shares") to Xxxxxxx Partners, L.P., a
Georgia limited partnership (the "Partnership"), in anticipation of the merger
of GFHP Acquisition Corp., a Delaware corporation wholly-owned by Xxxxxx-Field,
with and into Xxxxx (the "Merger"). In connection therewith, Xx. Xxxxxxx has
requested Xxxxxx-Field's waiver of the transfer restrictions set forth in ss.
3.01(b) of the Voting Agreement.
Accordingly, Xxxxxx-Field hereby waives ss. 3.01(b) of the Voting Agreement
with respect to the transfer of all or a portion of the Xxxxx Shares by Xx.
Xxxxxxx to the Partnership, and hereby consents to such transfer. In
consideration therefore, the Partnership hereby agrees that it will assume all
obligations of Xx. Xxxxxxx arising under the Voting Agreement and agrees to be
bound by all of the terms, conditions and provisions contained in the Voting
Agreement. In addition, Xxxxxx-Field agrees that, prior to the Merger, it will
enter into a Registration Rights Agreement with the Partnership providing for
the registration for sale of the shares of common stock, par value $.025 per
share, of Xxxxxx-Field to be received by the Partnership in exchange
for the Xxxxx Shares pursuant to the Merger, on substantially identical terms as
the Registration Rights Agreement to be entered into by Xx. Xxxxxxx and
Xxxxxx-Field.
Please indicate your acknowledgement of and agreement with the terms of
this Letter Agreement by signing in the space provided below.
XXXXXX-FIELD HEALTH PRODUCTS, INC
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice-President, General
Counsel and Secretary
Acknowledged and agreed:
XXXXXXX PARTNERS, L.P.
By: Xxxxxxx Management Company, LLC
General Partner
By: /s/ Xxxx X. Xxxxxxx
---------------------
Name: Xxxx X. Xxxxxxx
Title: Member
Xxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
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