Exhibit U
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September 30, 1998
Xx. Xxxx Xxxxxx
0000 Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxx:
As you know, you, Xxxx Xxxxxx ("Xxxxxx"), and I Xxxxxx X. Xxxxx, Xx.,
Senior Vice President and Secretary of Trace International Holdings, Inc.
(formerly known as '21' International Holdings, Inc.) ("Trace"), have had
discussions and reached an understanding and agreement concerning the amendment
and modification of the letter agreement between Rallis and Trace dated July 21,
1998 (the "July 1998 Letter Agreement"), which amended and modified certain
provisions of the Amended and Restated Put Option Agreement by and between
Rallis and Trace dated as of December 14, 1993 ("the Put Option Agreement"), to
(a) extend the Exercise Period under the Put Option Agreement (to November 6,
1998) and (b) extend the last date for (i) the consummation of the Merger
Transaction and (ii) the Trace purchase from Rallis, and the Rallis sale to
Trace, of all of the Rallis right, title and interest in the Put Option
Agreement under certain circumstances (to October 30, 1998). This letter is
intended to set forth the understanding and agreement between Rallis and Trace
respecting the foregoing, vis:
Rallis and Trace agree:
1. The Exercise Period under the Put Option Agreement shall
be extended through November 6, 1998. That is, paragraph 1 of the July
1988 Letter Agreement shall be amended to read in its entirety as
follows:
"1. Effective as of September 30, 1998, the Put Option
Agreement shall be amended and modified (and the Exercise Period shall
be extended) so that the Exercise Period (provided for in subsection
[b] of Section 1) shall be "at any time during the period commencing
on May 6, 1998 and ending November 6, 1998." That is, the Put Option
may be exercised, in whole or in part, by Rallis (and/or any permitted
assignee) at any time during the period commencing on May 6, 1998 and
ending November 6, 1998."
2. The last date for (a) the consummation of the Merger
Transaction and (b) the Trace purchase from Rallis,
Xx. Xxxx Xxxxxx
September 30, 1998
Page 2
and the Rallis sale to Trace, of all of the right, title and interest
of Rallis in the Put Option Agreement under certain circumstances
shall be extended through October 30, 1998. That is, paragraph 3 of
the July 1998 Letter Agreement shall be amended to read in its
entirety as follows:
"3. Therefore, in the event during the Exercise Period (a)
Rallis does not exercise the Put Option, (b) Rallis (and The Rallis
Foundation) tender the Rallis (and The Rallis Foundation) shares of
Foamex to the Trace Merger Subsidiary (in consideration for a payment
by the Trace Merger Subsidiary to Rallis [and The Rallis Foundation]
of eighteen dollars and seventy-five cents [$18.75] per share for the
Rallis [and The Rallis Foundation] shares of Foamex), and (c) the
Merger Transaction is consummated on or before October 30, 1998,
concurrently with the consummation of the Merger Transaction. Rallis
shall sell to Trace, and Trace shall purchase from Rallis, all right,
title and interest of Rallis in the Put Option Agreement (and all
rights of Rallis as to the Put Option) for the payment by Trace to
Rallis of the sum of one million seven hundred ten thousand eight
hundred twenty-four dollars ($1,710,824). The Trace payment to Rallis
in this regard shall be made within two (2) business days of the
consummation of the Merger Transaction or on October 30, 1998,
whichever shall first occur."
3. In all other respects, the terms and provisions of the
July 1998 Letter Agreement remain as is, unamended and unmodified.
If the foregoing currently sets forth the understanding and agreement
between Rallis and Trace in this regard, kindly sign the enclosed copy of this
letter and return the enclosed
Xx. Xxxx Xxxxxx
September 30, 1998
Page 3
copy of this letter to the undersigned, whereupon this letter shall evidence and
constitute our agreement.
Very truly yours,
Trace International Holdings, Inc.
By:/s/Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
Senior Vice President and
Secretary
Agreed and Accepted:
September 30, 1998
/s/Xxxx Xxxxxx
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Xxxx Xxxxxx
