Exhibit 10.26
[Letterhead of American Express Company]
January 30, 1998
Nippon Life Insurance Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Mr. Xxxxxxxxxx Xxxxxxxxx
Ladies and Gentlemen:
We refer to the Investment Agreement, dated as of April 15,
1987, among American Express Company ("Amex"), Xxxxxx Brothers
Holdings Inc. ("Xxxxxx") and Nippon Life Insurance Company
("Nippon Life"), the 1990 Agreement, dated as of June 12, 1990,
between Amex and Nippon Life, the 1994 Agreement, dated April 28,
1994, among Amex, Xxxxxx and Nippon Life and the letters dated
January 22, 1997 and July 7, 1997, each between Amex and Nippon
Life (collectively, the "Agreements").
We agree that all remaining rights, obligations and
agreements between Amex and Nippon Life contained in the
Agreements and the exhibits and schedules thereto are terminated,
including but not limited to any rights to exchange shares of
Xxxxxx preferred stock for Amex common shares contained in
Section 5.5 of the 1990 Agreement; provided, that (i) the
registration rights contained in Exhibit 10 to the 1990 Agreement
will continue in accordance with its terms with respect to one
registration on Form S-3 relating to the 4,398,568 Amex common
shares received by Nippon Life from Amex on December 16, 1997
under Section 5.5 of the 1990 Agreement and (ii) Section 10.6 of
the 1990 Agreement shall survive and shall apply to Amex' payment
described below.
Amex and Nippon Life each waive, release and forever
discharge each other from every claim, whether known or unknown,
that it has or might have under any of the Agreements, except
that the foregoing does not apply to any claim relating to the
remaining registration right and the survival of Section 10.6 of
the 1990 Agreement referred to in the prior paragraph.
As consideration for such agreements, Amex agrees to pay to
Nippon Life at the time this letter is executed the sum of
$15,050,000.
This letter does not affect or address any other agreements
between the parties (including but not limited to the letter
agreement dated May 27, 1994 relating to certain tax
reimbursements) or our affiliates or any rights, obligations and
agreements between one of us and any third party.
This letter may not be varied orally, constitutes the entire
agreement between the parties with respect to the subject matter
contained herein and will be governed by the laws of the State of
New York, without regard to principles of conflicts of laws.
Please confirm your agreement with the above by signing a
counterpart of this letter and returning it to us, at which point
this letter will become a binding agreement between us.
Very truly yours,
AMERICAN EXPRESS COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Vice Chairman and
Chief Financial Officer
Agreed:
NIPPON LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxxx Xxxxxxxxx
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Xxxxxxxxxx Xxxxxxxxx
Chief Representative
