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Exhibit 99(c)(5)
XXXXXXX CORPORATION
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CONFIDENTIAL
October 29, 1999
SERVCO
Attention: Xxxxxxx Xxxxxxxx, President
RE: Xxxxxxx/Servco Transaction (All terms used herein shall have the
definitions ascribed to them in the 10/22/99 draft Agreement and
Plan of Merger between Xxxxxxx, Xxxxxxx Acquisition Sub, Inc. and
Servco)
Dear Xxxxxxx:
As we discussed by telephone on October 28, 1999, Xxxxxx has incurred, and
is continuing to incur, substantial out-of-pocket fees and expenses in
connection with the proposed transaction with the Company. As an inducement for
Parent to continue incurring such fees and expenses and in light of the
unexpected volatility in the trading price of the Common Stock and resulting
uncertainty that it creates for a transaction being consummated, the Company
agrees that if within six months of the date hereof an Acquisition Proposal is
accepted and the related transaction consummated pursuant to a definitive
agreement or otherwise, then in such event the Company shall pay to Parent
(within two business days after the Company consummates any such Acquisition
Proposal) an amount equal to the out-of-pocket fees and expenses incurred by
Parent and Purchaser in connection with the Offer, the Merger, the Agreement and
the consummation of the transactions contemplated thereby.
The terms and provisions of this letter shall terminate upon the earlier of
six months from the date hereof and the execution of a definitive Agreement.
Please confirm that the foregoing accurately states our agreement by
signing and returning the duplicate original of this letter.
Sincerely,
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
Vice President, Secretary and
General Counsel
Accepted and agreed as of
October 29, 1999 by:
XXXXXX
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx, President
