EXHIBIT 15
Xxx X. Xxxxxxx Xxxxxxx X. Xxxxx
c/x Xxxxxx General Corporation c/x Xxxxxx General Corporation
000 Xxxxx Xxxx Xxxx 000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000 Xxxxx Xxxx, XX 00000
February 9, 1999
Xxxxxx General Corporation
000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is hereby made to Amendment No. 1, dated as of the date hereof, to the
Agreement and Plan of Merger, dated as of November 22, 1998 (as amended by
Amendment No. 1, being hereinafter referred to as the "Amended Merger
Agreement") between Xxxxxx General Corporation (the "Company") and River
Acquisition Corp. (the "Merger Sub"). As of the Effective Time, subject to the
satisfaction or waiver of all of the closing conditions contained in Article VII
of the Amended Merger Agreement, we hereby agree, jointly and severally, to
contribute 358,208 shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Company to the Merger Sub; provided, however, that the number of
shares contributed to Merger Sub shall be reduced on a share-for-share basis for
(i) any shares of Common Stock that are contributed by other investors to Merger
Sub and (ii) up to 35,000 options to purchase shares of Common Stock retained by
other members of the Management Group in lieu of cancellation pursuant to the
Merger. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Amended Merger Agreement.
If the foregoing is acceptable to you, kindly acknowledge your agreement by
countersigning this letter agreement below.
Very truly yours,
/s/ Xxx X. Xxxxxxx
-----------------------------
Xxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
ACKNOWLEDGED AND AGREED:
XXXXXX GENERAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: President
