[Letterhead of Xxxxxx]
November 29, 2000
Xxxxxx Worldwide, Inc.
0000 Xxxxxxxx Xxxxx, X.X.
Atlanta, GA 30345
We refer to the Tax Disaffiliation Agreement, dated as of November
5, 1999, between Xxxxxx Corporation, a Delaware corporation ("Xxxxxx"), and
Xxxxxx Worldwide, Inc., a Delaware corporation ("Xxxxxx"), (the "Tax
Agreement"). This agreement is being made in connection with the Merger
Agreement ("Merger Agreement"), dated November 29, 2000, among Ricoh Company,
Ltd., a Japanese corporation ("Ricoh"), LW Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Ricoh ("Merger Sub"), and Xxxxxx,
relating to the merger of Merger Sub with and into Xxxxxx (the "Merger").
Xxxxxx and Xxxxxx hereby agree that:
1. Notwithstanding Section 2.04(b) of the Tax Agreement, Xxxxxx
hereby waives the provisions of the first sentence of such Section as it relates
to the negotiation of the Merger Agreement and the consummation of the Merger.
2. For purposes of the Tax Agreement, Xxxxxx acknowledges and agrees
that the negotiation, execution and delivery of the Merger Agreement and the
Voting and Tender Agreement dated as of November 29, 2000, and the consummation
of the transactions contemplated by such Agreements, and any participation of
Xxxxxx in connection with such events, will never constitute or be deemed to
constitute Xxxxxx Tainting Acts (as defined in the Tax Agreement), although such
events might constitute Xxxxxx Tainting Acts.
Both parties hereby agree to and accept the terms and conditions of
this letter agreement and agree to be bound by the terms hereof by their
execution of this letter agreement by their respective authorized
representative.
2
Except as expressly set forth in this letter, there are no other
amendments or modifications to the Tax Agreement or any other agreement or
instrument entered into by Xxxxxx and Xxxxxx in connection with the Distribution
(as defined in the Tax Agreement).
Sincerely,
XXXXXX CORPORATION
By: /s/ XXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President - Treasurer
Accepted and Agreed to on this 29th day of November, 2000.
XXXXXX WORLDWIDE, INC.
By: /s/ XXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
Acknowledged on this
29th day of November, 2000
RICOH COMPANY, LTD.
By: /s/ XXXXXX XXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director and
Executive Vice President
