EXHIBIT 3
XXXX CORP.
0000 X.X. 00XX XXXXXX
XXXXX, XXXXXXX 00000
August 3, 2000
United Rentals, Inc.
Four Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Gentlemen:
The purpose of this letter is to amend and supplement
certain provisions of that certain letter agreement by and between
Xxxxxxxxx, Lufkin & Xxxxxxxx, as Exclusive Agent for Xxxx Corp. and United
Rentals, Inc., dated May 12, 1999 (the "Agreement"). Capitalized terms
utilized herein but not otherwise defined, shall have the same meanings
ascribed to such terms in the Agreement.
1. The Agreement is hereby amended by deleting in its
entirety the last sentence of the first full paragraph on page 2 and
replacing it with the following sentence, which shall read as follows:
"You agree that you and your affiliates will not, prior to
August 2, 2001, employ or attempt to employ or divert an employee of the
Company or any of its affiliates; provided, however, it shall not be a
breach of this Agreement if employees of the Company or its affiliates are
solicited or hired by any of your employees that have no access, directly
or indirectly, to the Evaluation Material. Additionally, this
non-solicitation and non-employment provision shall not apply to general
solicitations of employment made by you through general employment
advertisements, such as newspaper advertisement or similar general forms of
solicitation."
2. The Agreement is hereby amended by deleting in its
entirety the first sentence of the last paragraph on page 3 and replacing
it with the following sentence, which shall read as follows:
"You agree that, prior to August 2, 2001, unless you shall
have been specifically invited by the Company or the Board of Directors of
the Company, neither you nor any of your representatives acting on your
behalf will in any manner, directly or indirectly, (a) effect or seek,
offer or propose (whether publicly or otherwise) to affect, or cause or
participate in or in any way assist any other person to effect or seek,
offer or propose (whether publicly or otherwise) to effect or participate
in, (a) any acquisition of any securities (or beneficial ownership thereof)
or assets of the Company or any of its subsidiaries; (ii) any tender or
exchange offer or merger or other business combination involving the
Company or any of its subsidiaries; (iii) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction
with respect to the Company or any of its subsidiaries or (iv) any
"solicitation" of "proxies" (as such terms are used in the proxy rules of
the Securities and Exchange Commission) or consents to vote any voting
securities of the Company, (b) form, join or in any way participate in a
"group" (as defined under the Exchange Act), (c) otherwise act alone or in
concert with others, to seek control or influence the management, Board of
Directors or policies of the Company, (d) take any action which might force
the Company to make a public announcement regarding any of the types of
matters set forth in (a) above, or (e) enter into any discussions or
arrangements with any third party with respect to any of the foregoing."
3. The Agreement is hereby amended by adding an additional
sentence at the end of the carry-over paragraph beginning on page 3 and
ending on page 4, such additional sentence to read as follows:
"Notwithstanding the foregoing provisions of this paragraph,
if, after the date hereof, the Board of Directors of the Company (or any
authorized committee thereof) recommends or approves a transaction or
agreement in principle with any person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) that would result in such person or
"group" beneficially owning more than 35% of the outstanding voting
securities of the Company (or a successor to the Company in a merger or
consolidation transaction), not beneficially owned by such person or
"group" on the date hereof, or all or substantially all of its assets or a
transaction involving a merger, consolidation, tender or exchange offer,
recapitalization or other business combination or similar transaction
involving the Company or its subsidiaries, or that would result in such
person or group having the right to elect or appoint a majority of the
members of the Company's Board of Directors, or any person or "group" has
offered or proposed to engage in any of the foregoing or has commenced or
publicly announced its intention to commence a tender or exchange offer for
more than 35% of the outstanding voting securities of the Company, not
beneficially owned by such person or "group" on the date hereof, then you
and your affiliates and Representatives who have received the Evaluation
Material shall not be prohibited thereafter from taking any of the actions
described in the foregoing provisions of this paragraph and the provisions
of this paragraph shall terminate and be of no further force or effect."
4. The Agreement is hereby amended by deleting in its
entirety the second to last paragraph on page 5 and replacing it with the
following sentence, which shall read as follows:
"This Agreement shall expire on August 2, 2002."
5. This amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York. This
amendment may be signed in counterparts (including via facsimile
transmission), all of which, when taken together, shall constitute one and
the same instrument. This amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
If you agree with the foregoing, please sign and return one
copy of this letter.
Very truly yours,
XXXX CORP.
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
Agreed and accepted:
United Rentals, Inc.
By: /s/ Xxxx Xxxxx
------------------------
Name: Xxxx X. Xxxxx
Title: Vice Chairman
