EXHIBIT 99.14
December 18, 1997
Deflecta-Shield Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
1. Reference is made to the Agreement and Plan of Merger among
Xxxx International Holdings, Inc., Zephros Acquisition Corporation and
Deflecta-Shield Corporation, dated as of November 25, 1997 (the "Merger
Agreement"). Terms that are defined terms in the Merger Agreement shall
have the shall have the same meaning when used herein unless otherwise
specifically stated.
2. The second sentence of Section 2.4 of the Merger Agreement
hereby is amended to read in its entirety as follows: "In consideration
of such cancellation and purchase, the holders of such Options and
Trailmaster Options shall receive for each Share subject to such Option
or Trailmaster Option an amount (subject to any applicable withholding
tax) in cash equal to the excess, if any, of the Offer Price over the
per Share exercise price of such Option or Trailmaster Option."
3. Except as herein stated the Merger Agreement shall continue
in full force and effect.
4. This letter agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same document.
Please indicate your agreement to the terms and conditions of
this letter agreement by executing it in the space provided below.
Xxxx International Holdings, Inc.
By: /s/ Xxxxxxx X. XxXxxxx
Zephyros Acquisition Corporation
By: /s/ Xxxxxxx X. XxXxxxx
Agreed to:
Deflecta-Shield Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx.
