Exhibit 10.11
September 30, 1998
TO THE PURCHASERS UNDER THE
RECAPITALIZATION AGREEMENT
(as defined below)
Ladies and Gentlemen:
You are entering into a Senior Subordinated Note, Preferred Stock and Warrant
Purchase Agreement, dated as of the date hereof (the "Recapitalization
Agreement"), with Xxxxxxxxx Sign Company (the "Company") and certain other
investors identified on the signature pages thereto, pursuant to which the
Company is issuing and you are acquiring the Company's Series A Preferred
Stock, Warrants and 12.0% Senior Subordinated Notes. Capitalized terms used
and not otherwise defined herein have the meanings set forth in the
Recapitalization Agreement.
In connection with the transactions contemplated by the Recapitalization
Agreement, each of Southern Investors Corp., Southern Mortgage Holding
Corporation, Geneve Securities Portfolio Corp., Geneve Securities Holding
Corp. and Chaparral International Re. (collectively, the "Grantors") has
entered into the Share Option Purchase Agreement, dated as of the date hereof
(the "Share Option Purchase Agreement"), with the Company, pursuant to which
the Grantors have granted to (i) the Company an option to purchase shares of
the Company's Common Stock in exchange for cash and the Company's Series C
Preferred Stock and (ii) Xxxxx X. Xxxxxxxx ("DEA") an option to purchase
shares of the Company's Common Stock in exchange for cash. In addition, DEA
has entered into a Purchase Agreement, dated as of the date hereof (the
"Purchase Agreement"), with the Company pursuant to which DEA has agreed to
sell a portion of the Company's Common Stock acquired by DEA from the
Grantors under the Share Option Purchase Agreement in exchange for cash and
the Company's Series B Preferred Stock.
Each of the Company and DEA covenant to you to use their respective best
efforts to consummate the transactions contemplated by the Share Option
Purchase Agreement and the Purchase Agreement (together, the "Option
Agreements"), in accordance with the terms set forth therein, as promptly as
possible after January 3, 1999, but in any event no later than the close of
business on January 8, 1999. In that regard, from time to time, until
consummation of the transactions contemplated in the Option Agreements
(collectively, the "Option Transactions"), each of the Company and DEA agree,
from time to time, to take all actions requested by you and to execute and
deliver all such documents or instruments as you may reasonably deem
necessary or advisable to accomplish closing on the Option Transactions.
Upon consummation of all of the Option Transactions (unless otherwise
expressly waived in writing by you), each of you agree to surrender to the
Company a portion of the Warrants issued to you on the Closing and indicated
opposite your respective names on the attached Exhibit I (collectively, the
"Post Closing Warrants"), and such Post Closing Warrants will be deemed
canceled without consideration. In the event that all or a portion of the
Option Transactions fail to be consummated within the time periods prescribed
in Option Agreements, (i) you shall be entitled to retain all or a portion of
the Warrants (including the Post Closing Warrants) issued to you as of the
Closing based on the portion of the Option Transactions consummated and (ii)
you agree that, in consideration of the agreement of the Grantors to
terminate that certain Registration Rights Agreement dated December 1, 1996
by and among the Grantors and the Company, the shares (if any)
which continue to be held by the Grantors, but which would have been
transferred to the Company or DEA had the Option Transactions been
consummated, shall be treated on a PARI PASSU basis with the Investor
Registrable Securities under the Registration Agreement, dated as of the date
hereof.
THIS LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
Please acknowledge your agreement the foregoing by executing this letter in
the appropriate space below. This letter agreement may be executed in any
number of counterparts which, when taken together, constitute one and the
same agreement.
Sincerely,
XXXXXXXXX SIGN COMPANY
/s/ Xxxxx X. Xxxxxxxx
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By Xxxxx X. Xxxxxxxx
Its Chairman
SOUTHERN INVESTORS CORP.
/s/ Xxxxx Xxxxx
--------------------------------------
By
Its
SOUTHERN MORTGAGE HOLDING
CORPORATION
/s/ Xxxxx Xxxxx
--------------------------------------
By
Its
GENEVE SECURITIES PORTFOLIO CORP.
/s/ Xxxxx Xxxxx
--------------------------------------
By
Its
GENEVE SECURITIES HOLDING CORP.
/s/ Xxxxx Xxxxx
--------------------------------------
By
Its
CHAPARRAL INTERNATIONAL RE.
/s/ Xxxxx Xxxxx
--------------------------------------
By
Its
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxx
Acknowledged and agreed to this
30th day of September, 1998
CONTINENTAL ILLINOIS VENTURE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Managing Director
MIG PARTNERS VIII
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: General Partner
/s/ Xxx Xxxxx
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Xxx Xxxxx
/s/ Xxxx Xxxxxxxxx
----------------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxx Xx. Xxxx
----------------------------------------
Xxxx Xx. Xxxx
/s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
