Exhibit 10.28
May 24, 2002
Xxxxxx X. XxXxxx Testamentary Trust
0000 Xxxxxxxx Xxxx, X.
Xxxxxxxx 000, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
This letter sets forth the agreement between The St. Xxx Company, a
Florida corporation (the "Company") and the Xxxxxx X. XxXxxx Testamentary Trust
(the "Trust") with respect to the Company's purchase of certain shares of the
Company's Common Stock, no par value (the "Common Stock") owned by the Trust.
The Company agrees to buy, and the Trust agrees to sell to the Company,
the number of shares of the Common Stock equal to (i) $75 million divided by
(ii) the per share price to the public of the Common Stock to be sold in the
secondary offering contemplated by the Company's Registration Statement on Form
S-1 to be filed with the Securities and Exchange Commission (the "Registration
Statement"). The purchase price per share shall equal the price per share to the
public in the offering contemplated by the Registration Statement and shall be
paid in immediately available funds to an account designated by the Trust. The
closing of the sale contemplated by this letter shall occur on the same day as,
and is subject to and conditioned upon, the closing of the offering contemplated
by the Registration Statement.
Please indicate your agreement to the foregoing by executing and
returning the enclosed copy of this letter.
THE ST. XXX COMPANY
/s/ Xxxxxx X. Xxxxxx
By: Xxxxxx X. Xxxxxx
Title: Executive Vice President
General Counsel
Agreed to:
XXXXXX X. XXXXXX TESTAMENTARY TRUST
By: /s/ X. X. Xxxxxxxx
_______________________________
Title: Trustee
_______________________________
