Exhibit 1
Imperial Xxxxx Corporation
P. O. Box 9
Sugar Land, Texas 77487
November 19, 1998
To the persons listed on Schedule 1:
Imperial Xxxxx Corporation, a Texas corporation (the
"Company"), is party to an Agreement and Plan of Merger dated as of September 4,
1998, as amended by an Amendment dated as of October 22, 1998 (as so amended,
the "Merger Agreement"), among the Company, IHK Acquisition Corp. and DSLT Inc.
Terms that are defined in the Merger Agreement and used without definition in
this letter agreement have the respective meanings ascribed to them in the
Merger Agreement.
The Company hereby assigns to the persons listed on Schedule 1
(the "Assignees"), with respect to the number of shares set forth on Schedule 1
opposite each Assignee's name, the Repurchase Option contained in Section 3.09
of the Merger Agreement. In consideration of such assignment, each Assignee
agrees to pay to the Company on November 24, 1998 in immediately available funds
the payment amount set forth opposite its name on Schedule 1. The Repurchase
Option shall be exercised in accordance with the terms and conditions of the
Merger Agreement by giving notice as provided in the Merger Agreement on
November 19, 1998 with respect to all shares set forth on Schedule 1, and each
Assignee will (severally and not jointly) purchase the number of shares set
forth opposite its name on Schedule 1 pursuant to and in accordance with the
Repurchase Option.
Each Assignee agrees that it will comply with the provisions
of the Securities Act of 1933 (the "Act") with respect to any disposition of
shares of Common Stock, without par value, of the Company ("Common Stock") it
acquires pursuant to the Repurchase Option. Each Assignee represents that (i) it
is an "accredited investor" as defined in Regulation D under the Act, (ii) it is
acquiring the interest in the Repurchase Option and the shares of Common Stock
to be purchased for its own account and not with a view to the distribution
thereof, (iii) it understands that neither the Repurchase Option nor the shares
purchasable thereunder has been registered under the Act and may not be resold
except in compliance with the Act and (iv) it has not purchased or sold, or
taken any action with respect to, the Common Stock on or after October 1, 1998
and prior to the date hereof.
This letter agreement shall be governed by the internal laws
of the State of Texas, constitutes the entire agreement of the parties with
respect to its subject matter, does not confer any benefits or rights on any
third party and may be signed in counterparts. No Assignee may assign any rights
hereunder without the prior written consent of the Company. Any notice hereunder
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shall be in writing and given by personal delivery or fax to the address of the
applicable party set forth on Schedule 1 (or an address specified in a notice of
address change).
Please sign below to indicate your agreement to the terms and
conditions contained as of the first date set forth above.
Very truly yours,
IMPERIAL XXXXX CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------
AGREED AND ACCEPTED:
GREENCORE GROUP PLC
By: /s/ Xxxxx X'Xxxxxxxx
--------------------------------------------
EARLSFORT HOLDINGS B.V.
By: /s/ H.S. Xxxxxxxxxxx /s/ J.M.C. Rasing
--------------------------------------------
Managing Director Managing Director
X. XXXXXXX TRUST ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx, Trustee
--------------------------------------------
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Xxxxx Xxxxxxx
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SCHEDULE 1
Payment to
Assignee and Notice Address Number of Shares Company
--------------------------- ---------------- ----------
Greencore Group plc 1,100,000 $ 137,500.00
Earlsfort Holdings B.V.
Greencore Group plc
St. Stephen's Green House
Earlsfort Terrace
Dublin 2, Ireland
Attention: Chief Executive Officer
Telephone: 000-0000-000-0000
Fax: 000-0000-000-0000
with a copy to:
Xxxx, Gotshal & Xxxxxx LLP
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
X. Xxxxxxx Trust Association 698,652 $ 87,331.50
Kempner Capital Management
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
Xxxxx Xxxxxxx 349,326 $ 43,665.75
0 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
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Address of the Company:
Imperial Xxxxx Corporation
One Imperial Square, Suite 000
0000 Xxxxxxx 00X
Xxxxx Xxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
with a copy to:
Xxxxx & Xxxxx, L.L.P.
Xxx Xxxxx Xxxxx
000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000-4995
Attention: X. Xxxxx Xxxxxxxx, Xx.
Telephone: 000-000-0000
Fax: 000-000-0000
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