1
EXHIBIT 12
The Xxxxxx Corporation
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 13, 1999
Xxxx Xxxxxxx Holding AG
Xxxxxxxxxxxxxxxx 00
XX-0000 Xxxxxx
Xxxxxxxxxxx
Dear Sirs:
With reference to our letter agreement, dated April 8, 1999 (the "Letter
Agreement"), relating to the proposed sale of a majority of the stock of Xxxx
Xxxxxxx Holding AG ("Xxxxxxx") to Skanska AB ("Skanska"), this letter will
clarify, with regard to the waivers of Section 12.1 and 12.2 of the Limited
Liability Company Agreement of Xxxxxx Xxxxxxx International, LLC dated as of
December 22, 1997 between The Xxxxxx Corporation ("Xxxxxx") and Xxxxxxx (the
"LLC Agreement"), that:
(a) the references to Skanska continuing its activities in the TSI
Territory (as defined in the Letter Agreement) were intended, and
shall be read, to apply to Skanska and its subsidiaries and
Affiliates (as defined in the LLC Agreement); and
(b) the references to Xxxxxx conducting activities in the TSI
Territory were intended, and shall be read, to apply to Xxxxxx
and its subsidiaries and Affiliates.
The letter will further confirm that Xxxxxxx has been advised that Xxxxxx is
considering entering into an Agreement and Plan of Merger (the "Merger
Agreement") with Hochtief AG (the "Bidder") and a subsidiary thereof, pursuant
to which Xxxxxx would be acquired by Bidder. In connection therewith, Xxxxxxx
hereby waives its rights under Section 12.1 of the LLC Agreement and consents
to the Bidder and its subsidiaries and Affiliates conducting activities in TSI
Territory from and after the time that the Bidder or any subsidiary thereof
first purchases shares of Xxxxxx stock under the tender offer contemplated by
the Merger Agreement.
2
TO: XXXX XXXXXXX HOLDING AG 8/11/99
PAGE 2
--------------------------------------------------------------------------------
If you are in agreement with the foregoing, please so indicate by signing and
returning the enclosed copy.
Very truly yours,
THE XXXXXX CORPORATION
By: /s/ E.T. Gravette, Jr.
------------------------------------
E.T. Gravette, Jr.
Chairman and Chief Executive Officer
Agreed to and accepted as of the above date:
XXXX XXXXXXX HOLDING AG
By: /s/ Xxxxxxxx Xxxxxxx-Xxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxx-Xxxxxxx
Chairman
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
Vice Chairman
-2-
