Nsc Corp

Underwriting Agreements Filter

from SC 13D/A 1 page <page> Exhibit 1 Waste Management, Inc. 3003 Butterfield Road Oak Brook, Illinois 60523-1100 630/572-8840 Fax: 630/218-1553 Herbert A. Getz Senior Vice President, General Counsel and Secretary March 3, 1998 Mr. Victor J. Barnhart Chairman and Chief Executive Officer Nsc Corporation 160 Eisenhower Lane North Lombard, Illinois 60148 Dear Vic: We Understand That Nsc Corporation (The "Company") Has Engaged Bt Alex Brown to Provide Advisory and Investment Banking Services With Respect to the Exploration of Strategic Alternatives That May Lead to a Possible Acquisition, Merger or Other Business Combination (Collectively, the "Transaction"). We Also Understand That the Transaction May Involve the Purchase or Other Acquisition by a Buyer of a Majority of the Outstanding Common Stock of the Company. as You Know, Waste Management, Inc. and Its Affiliates Will Own Approximately 54% of the Outstanding Common Stock of the Company Upon Ohm Corporation's Pro-Rata Distribution to Its Shareholders of All of the Shares of the Company's Common Stock Held by Ohm Corporation. Consistent With Our Prior Discussions, This Letter Confirms Waste Management's Support of the Process Being Undertaken by the Company and Bt Alex Brown to Maximize Shareholder Value for All Holders of the Company's Outstanding Common Stock. as Evidence of This Support, We Agree That for a Period at Least 270 Days, to Dispose Our Share of the Company Only Through a Transaction Approved by the Board of Directors of the Company. Very Truly Yours, /S/ Herbert A. Getz Herbert A. Getz Hg:cq