[Xxxxxx X. Xxx's Letterhead]
March 30, 2000
Xxxx X. Xxxxxxx, Xx.
Xxxxxx Xxxxxx & Company, Inc.
Xxxxxx Xxxxxx Tower
00 Xxxxx Xxxxxx.
Memphis, Tennessee 38103
Dear Xx. Xxxxxxx:
This letter is to acknowledge receipt today of the confidentiality
agreement in letter form dated March 28, 2000 submitted by you on behalf of your
client, KLLM Transport Services, Inc.
Hopefully, your submission of the confidentiality agreement indicates
the willingness of your client in not only making available to me the
information necessary to conduct a due diligence review for the purpose of
evaluating a potential transaction with KLLM, but to begin exploratory
discussions with regard to such a transaction.
Although I fully expected and would be willing to sign a reasonable
confidentiality agreement providing KLLM with appropriate protection as to the
information furnished to me, I was disappointed in the form of confidentiality
agreement submitted to me primarily because of its inclusion of a two year
standstill provision. As you probably expect, I would be unwilling to undertake
such a "standstill" position. My interest is to pursue discussions with your
client on a friendly basis and I believe that the holding of such exploratory
discussions would be in the best interest of KLLM and its stockholders. However,
I will not sacrifice virtually all of the options and alternatives otherwise
available to me without assurances that we will be able to negotiate a
transaction supported by the KLLM Board.
I hope that the form of confidentiality agreement submitted to me
merely represents your firm's customary first attempt to obtain a
confidentiality agreement and does not indicate the unwillingness of the KLLM
Board to hold exploratory discussions and to permit the orderly conduct of a due
diligence review by inclusion of unacceptable provisions such as the standstill
paragraph.
I am enclosing for your information a form of confidentiality agreement
reflecting the type of agreement I would be willing to sign.
I would appreciate your prompt response.
Very truly yours,
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
