Exhibit (d)(14)
Seminis, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
July 31, 2003
Seminis Acquisition LLC
Seminis Merger Corp.
c/o ▇▇▇▇▇, ▇.▇. de C.V.
Ave. ▇▇▇▇▇ 565 Ote. - Piso 4
Colonia ▇▇▇▇▇ del Campestre 66265
▇▇▇▇▇ ▇▇▇▇▇▇, N.L.
Mexico
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Re: Insurance Policy
Dear ▇▇▇▇▇▇▇▇:
Reference is made to the Agreement and Plan of Merger, dated as of May 30,
2003 (the "Merger Agreement"), by and among Seminis, Inc. (the "Company"), a
Delaware corporation, Seminis Acquisition LLC ("Parent"), a Delaware limited
liability company, and Seminis Merger Corp. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of Parent. Unless otherwise defined
herein, capitalized terms shall have the meanings set forth in the Merger
Agreement.
The Company intends to enter into an insurance policy and accept and pay
for a binder thereon, a copy of which is set forth in Schedule I hereto (the
"Policy"). This letter shall constitute the acknowledgement and agreement of all
parties to the Merger Agreement that, upon the effectiveness of the Policy, (i)
the Merger Agreement is hereby amended to delete Section 6.8(d) and (ii) the
Surviving Corporation's obligation with respect to obtaining directors' and
officers' and corporate liability insurance as set forth in Section 6.8(c) of
the Merger Agreement shall be deemed to be satisfied.
This letter shall also constitute a waiver under Section 6.3(m) of the
Merger Agreement, to the extent such a waiver is required under the Merger
Agreement for the Company to enter into the Policy.
The Company hereby affirms that it has received the written approval of
the Special Committee to enter into the Policy and execute this letter.
Sincerely yours,
SEMINIS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST WRITTEN ABOVE:
SEMINIS ACQUISITION LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Officer
SEMINIS MERGER CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
FOX ▇▇▇▇▇ SEMINIS HOLDINGS, LLC
By: Fox ▇▇▇▇▇ & Company, LLC,
as sole member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
cc: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
W. ▇▇▇▇▇▇ ▇▇▇▇▇, III
Fox ▇▇▇▇▇ & Company, LLC
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇
