Exhibit (d)(4)
Amazing Savings Holding LLC
00 Xxxxxxxx Xxxxx
P.O. Box 25
Mountainville, New York 10953
July 9, 2003
Odd Job Stores, Inc.
000 Xxxxx Xxxxxx
Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Tender Offer for Odd Job Stores, Inc. Common Shares
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Ladies and Gentlemen:
Reference is made to the Tender Agreement, dated as of June 3, 2003
(the "Tender Agreement"), between Amazing Savings Holding LLC, a Delaware
limited liability company ("Purchaser"), and Odd Job Stores, Inc., an Ohio
corporation (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Tender Agreement.
Purchaser hereby acknowledges that all of the conditions to
Purchaser's obligation to accept for payment and pay for all Shares tendered
pursuant to the Offer as set forth in Annex A to the Tender Agreement, other
than the Forbearance Condition, have been met as of July 9, 2003 (but without
prejudice as to whether any of such conditions have been met as of any
subsequent date). Purchaser hereby irrevocably agrees to waive the Forbearance
Condition and, as required by law, to extend the expiration date of the Offer to
Wednesday, July 16, 2003, and, in consideration for the Company's agreement not
to assert any objection to such extension, agrees to maintain the Offer Price at
$3.00 per share. The Company reserves any and all rights to assert that such
extension contravened or was in violation of the Tender Agreement if Purchaser
does not accept for purchase shares validly tendered and not withdrawn following
the expiration of the Offer as hereby extended.
In connection with the agreements set forth herein, Purchaser
represents and warrants to the Company that Xxxxxxx X. Xxxxxx and Ascend Retail
Investment LLC have agreed to Purchaser's waiver of the condition to the Offer
set forth in paragraph (h) of Annex A to the Tender Agreement, and that
Purchaser is permitted to deliver the Demand Certificate to draw on the Letter
of Credit Number NY-0911-30035241 provided by Citibank, N.A. (the "Letter of
Credit") despite such waiver and that the Letter of Credit is valid, binding and
enforceable in favor of Purchaser.
This letter agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to the principles
of conflicts of laws thereof. This letter agreement may be executed by facsimile
signature and may be executed in two or more separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
Please confirm your agreement with the foregoing by signing and
returning one copy of this letter agreement to the undersigned, whereupon this
letter agreement shall become a binding agreement between you and Purchaser.
Very truly yours,
AMAZING SAVINGS HOLDING LLC
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: Chief Executive Officer
Accepted and agreed as of
the date first written above:
ODD JOB STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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