1
Exhibit 2.3
May 12, 0000
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Dear Xxx:
Reference is made to that certain Stock Purchase Agreement (the
"Purchase Agreement") dated as of May 12, 1999 between Compass International
Services Corporation, a Delaware corporation (the "Seller"), and Swiss-Irish
Enterprises, Inc., a Texas corporation (the "Buyer"), an entity controlled by
you. Capitalized terms used but not defined herein are used herein as defined in
the Purchase Agreement.
As President of the Print and Mail Division of the Seller, you have had
and will continue to have significant ability to influence the operations of the
Companies and the Company Subsidiaries prior to the closing under the Purchase
Agreement. You have indicated that, in your capacity as President of the Print
and Mail Division of the Seller, you will use your best efforts to cause the
Seller to comply with its agreements and covenants contained in the Purchase
Agreement.
In order to induce the Seller to enter into the Stock Purchase
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by you, you have agreed that, from
the date hereof until the earlier of (i) the consummation of the transactions
contemplated by the Purchase Agreement and (ii) the termination of the Purchase
Agreement in accordance with its terms, you shall cause the Companies and the
Company Subsidiaries to conduct their respective operations according to its
ordinary course of business consistent with past practices. You agree that
without the written consent of an executive officer of the Seller, you shall not
permit the Companies or the Company Subsidiaries to take any business action
which cannot be funded from the existing financial resources of the Companies
and the Company Subsidiaries, without the Seller or any of its subsidiaries
(including the Companies and Company Subsidiaries) incurring any additional
indebtedness or future liabilities. You also agree that you shall obtain the
prior written consent of the Seller prior to taking any significant personnel
action with respect to the Print and Mail Division. For purposes of this letter,
a "significant personnel action" means a termination of any officer of the Print
and Mail Division or any of its subdivisions, an increase of the compensation of
any Print and Mail Division personnel, except for normal cost-of-living or merit
increases for non-officer employees, an increase in the compensation of or
entering into an employment contract with any officer of the Print and Mail
Division or any of its subdivisions, or an implementation of a change to the
existing employee benefit and 401(k) plans.
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You acknowledge hereby that (i) you have read and reviewed the entire
Purchase Agreement including the Seller Disclosure Letter and the other exhibits
and schedules thereto and (ii) to your knowledge, all of the representations and
warranties made by the Seller therein are true and correct in all material
respects.
Please indicate your agreement to the foregoing by signing a copy of
this letter in the space provided below.
Sincerely,
Compass International Services Corporation
By: /s/ XXXXXXX X. XXXXXXXXXX
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Its: Chairman
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Agreed:
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
