June 2, 1999
Board of Directors
Xxxxxxxxx Holding Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
Ladies and Gentlemen:
Reference is made to that certain Letter Agreement ("Letter
Agreement"), dated April 14, 1999, by and between Equity Group Investments,
L.L.C. ("EGI") and Xxxxxxxxx Holding Corporation (the "Company") pursuant to
which the Company and EGI agreed to the terms and conditions under which EGI may
provide certain advisory services to the Company.
Pursuant to Section 5(c) of the Letter Agreement, and for good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, EGI and the Company hereby agree that the first full paragraph of
the Letter Agreement is hereby deleted in its entirety and replaced with the
following:
"This letter will confirm our understanding of the basis on which
Equity Group Investments, L.L.C. ("EGI") will provide, on a
non-exclusive basis, certain advisory services to Xxxxxxxxx Holding
Corporation (the "Company") in connection with potential business
acquisitions by the Company, whether by purchase of capital stock or
other assets or by merger, joint venture or otherwise ("Acquisition
Transactions")."
Except as expressly modified hereby, the Company and EGI hereby
reaffirm each and every provision set forth in the Letter Agreement and, except
as modified hereby, the Company and EGI acknowledge and agree that each
provision and obligation therein continues in full force and effect.
Very Truly Yours,
Equity Group Investments, L.L.C.
By: Xxxxxx Xxxxxxxxxxx
________________________
Accepted and Agreed
to as of the date first
above written:
Xxxxxxxxx Holding Corporation
By: /s/ Xxxxx Xxxxx
______________________
