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
-----------------------------------
By Xxxxx X. Xxxxxxxx
Its Chairman
SOUTHERN INVESTORS CORP.
/s/ Xxxxxx Xxxxx
-----------------------------------
By
Its
SOUTHERN MORTGAGE HOLDING
CORPORATION
/s/ Xxxxxx Xxxxx
-----------------------------------
By
Its
GENEVE SECURITIES PORTFOLIO CORP.
/s/ Xxxxxx Xxxxx
-----------------------------------
By
Its
GENEVE SECURITIES HOLDING CORP.
/s/ Xxxxxx Xxxxx
-----------------------------------
By
Its
CHAPARRAL INTERNATIONAL RE.
/s/ Xxxxxx 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
-----------------------------------
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
