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MITSUKOSHI, LTD. EXHIBIT 3
January 6, 1999
Xxxxxxx & Co.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement dated as of September 21, 1989
between Xxxxxxx & Co. and Mitsukoshi, Ltd.
Gentlemen:
Mitsukoshi, Ltd. ("Seller") has previously advised you that it
intends to sell up to 4,270,000 shares (the "Shares") of common stock, par value
$.01 per share, of Xxxxxxx & Co. (the "Company") pursuant to an underwritten
registered secondary public offering (the "Offering"), subject to market
conditions. The Company has agreed to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering the Shares
and to use its best efforts to cause the same to become effective and to remain
effective for the period of time contemplated by the Agreement referred to above
(the "Standstill Agreement"), or such lesser period as is required for Seller to
dispose of all of the Shares pursuant thereto. Nothing herein shall be construed
to require Seller to consummate the Offering if Seller determines that the
proceeds thereof would not be adequate for its purposes or that it is otherwise
inadvisable to proceed with the Offering.
In connection with the Offering, the Company intends to enter
into U.S. and international underwriting agreements ("Underwriting Agreements")
substantially in the form previously circulated between the parties.
Provided the Offering (other than the over-allotment options
of the underwriters under the Underwriting Agreements) is consummated, the
Company hereby agrees to waive its various rights of first offer and/or first
refusal as set forth in the Standstill Agreement with respect to the Shares, and
Seller shall not be required to offer such Shares to the Company before
proceeding with the Offering.
Subject to the foregoing, the provisions of the Standstill
Agreement shall remain in full force and effect; provided, that at such time as
the Offering (other than the over-allotment options of the underwriters under
the Underwriting Agreements) has been consummated and the initial closings under
the Underwriting Agreements have occurred, the Standstill Agreement shall
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Xxxxxxx & Co.
January 6, 1999
terminate, whereupon neither Seller nor the Company shall have any remaining
rights, obligations or restrictions thereunder.
Please confirm your agreement to the foregoing in the space
indicated below. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
MITSUKOSHI, LTD.
By: /s/ X. Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Managing Director
CONFIRMED AND AGREED:
XXXXXXX & CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President,
Secretary and General Counsel
