October 11, 2016 First Pacific Advisors, LLC 11601 Wilshire Blvd. Suite 1200 Los Angeles, CA 90025 Ladies and Gentlemen:
Exhibit 99.1
October 11, 2016
00000 Xxxxxxxx Xxxx. Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
This letter sets forth the amendment number two to that certain letter agreement (the “Agreement”) between Xxxxxxxxx Technologies Corporation (the “Company”), on the one hand, and the entities and natural persons set forth in the Exhibit A attached thereto (collectively “FPA”), on the other hand, dated as of September 16, 2016, as amended by that certain Amendment No. 1, dated as of September 27, 2016.
Amendment. Section 1 of the Agreement is hereby revised in its entirety to read:
The Company and FPA acknowledge that the parties are in discussions regarding certain matters relating to FPA’s level of ownership of shares of the Company’s outstanding common stock (the “Common Stock”), and certain other governance matters (the “Discussions”). This Agreement confirms that FPA will not purchase or acquire, directly or indirectly, any additional shares of Common Stock until the earlier of (i) 11:59 p.m. on October 17, 2016; or (ii) seventy-two (72) hours after FPA provides notice that the Discussions have terminated (the “Standstill Period”). Any such written notice should be sent to xxxxxx.xxxxx@xxxxxxxxx.xxx with a copy to xxxxx.xxxxxxxx@xxxxxxx.xxx.
All other terms and provisions of the Agreement remain in place.
Very truly yours, | ||||
Xxxxxxxxx Technologies Corporation | ||||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | President & CEO |
Dated: October 11, 2016
Confirmed and Agreed to as of October 11, 2016
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director, General Counsel |