Levine Leichtman Capital Partners III, L.P. 335 North Maple Drive, Suite 240 Beverly Hills, CA 90210 June 30, 2006
Exhibit
99.7
Xxxxxx Xxxxxxxxx Capital Partners III, L.P.
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
June 30, 2006
Xxxxxx International, Inc.
Xxxxxx Service Group, Inc.
Xxxxxx Services International, Inc.
Xxxxxx Telecom, Inc.
Xxxxxx Services, Inc.
Xxxxxx Utility Service, Inc.
Xxxxxx Publishing, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Xxxxxx Service Group, Inc.
Xxxxxx Services International, Inc.
Xxxxxx Telecom, Inc.
Xxxxxx Services, Inc.
Xxxxxx Utility Service, Inc.
Xxxxxx Publishing, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Re: Securities Purchase Agreement - Letter Agreement
Ladies and Gentlemen
Reference is made to the Securities Purchase Agreement, dated the date hereof, (the
“Agreement”) by and among Xxxxxx International, Inc., a Maryland corporation, (the “Parent”),
Xxxxxx Service Group, Inc., a New Jersey corporation (“BSG”), Xxxxxx Services International, Inc.,
a Delaware corporation (“BSI”), Xxxxxx Telecom, Inc., a Delaware corporation (“Xxxxxx Telecom”),
Xxxxxx Services, Inc., a Delaware corporation (“Xxxxxx Services”), Xxxxxx Utility Service, Inc., a
Delaware corporation (“Xxxxxx Utility”), Xxxxxx Publishing, Inc., a Delaware corporation (“Xxxxxx
Publishing” and together with Parent, BSG, BSI, Xxxxxx Telecom, Xxxxxx Services, and Xxxxxx
Utility, are referred to hereinafter each individually as “Company”, and individually and
collectively, jointly and severally, as the “Companies”), Parent’s subsidiaries signatory thereto
as guarantors and Xxxxxx Xxxxxxxxx Capital Partners III, L.P., a California limited partnership
(the “Purchaser”). Terms used but not defined in this Letter Agreement that are defined in the
Agreement have the meanings set forth in the Agreement.
1. Agreement
(a) In the event that General Electric Capital Corporation (“GECC”) exercises or converts any
Equity Rights, including, without limitation, warrants, issued by any of the Companies into Common
Stock or receives any Common Stock in consideration of the Company’s obligation to issue the Common
Stock underlying such Equity Rights or otherwise, the Companies agree that:
(i) the number of Warrant Shares (as defined in the Warrant) shall increase by a number of
shares of Common Stock equal to 6.25% of the number of shares of Common Stock issued to GECC; and
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(ii) notice of such event in compliance with Section 13.6 of the Agreement shall be
delivered to Purchaser on the same day as such event.
This Letter Agreement shall be governed by the internal laws of the State of California. This
Letter Agreement is an Investment Document under the Agreement and may be executed in any number of
counterparts and by different parties on separate counterparts. Each of such counterparts shall be
deemed to be an original, and all of such counterparts, taken together, shall constitute but one
and the same agreement. Delivery of an executed counterpart of this Letter Agreement by
telefacsimile shall be equally effective as delivery of a manually executed counterpart.
[remainder of page intentionally blank]
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Except as, and then only to the extent otherwise required by disclosure requirements under
applicable securities law, the Companies will not disclose this Letter Agreement or its contents to
any person other than to its counsel and to its financial advisors on a need to know basis.
Very truly yours, | ||||||
XXXXXX XXXXXXXXX CAPITAL | ||||||
PARTNERS, INC., | ||||||
a California corporation | ||||||
On behalf of XXXXXX XXXXXXXXX | ||||||
CAPITAL PARTNERS III, L.P., | ||||||
a California limited partnership | ||||||
By: | /s/ Xxxxxx Xxxxxxx | |||||
Name: Xxxxxx Xxxxxxx | ||||||
Title: Vice President |
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ACCEPTED AND AGREED: XXXXXX INTERNATIONAL, INC., a Maryland corporation |
||||
By: | ||||
Name: | ||||
Title: | ||||
XXXXXX SERVICE GROUP, INC., a New Jersey corporation |
||||
By: | ||||
Name: | ||||
Title: | ||||
XXXXXX SERVICES INTERNATIONAL, INC., a Delaware corporation |
||||
By: | ||||
Name: | ||||
Title: | ||||
XXXXXX TELECOM, INC., a Delaware corporation |
||||
By: | ||||
Name: | ||||
Title: |
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XXXXXX SERVICES, INC., a Delaware corporation |
||||
By: | ||||
Name: | ||||
Title: | ||||
XXXXXX UTILITY SERVICE, INC., a Delaware corporation |
||||
By: | ||||
Name: | ||||
Title: | ||||
XXXXXX PUBLISHING, INC., a Delaware corporation |
||||
By: | ||||
Name: | ||||
Title: | ||||