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EXHIBIT 99.3
Xxxxx-Xxxxxx Company
000 Xxxxxxxxx Xxxxxx
Xxx 0000
Xxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000-0000
(508)/839-4441
May 26, 1994
Xxxxxx Industries
0000 Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
Xxxxxx Industries, Inc. ("Xxxxxx") and Xxxxx-Xxxxxx Company (the
"Company") have entered into an Investment Agreement, dated as of January 10,
1994 (the "Agreement"). Xxxxxx and the Company desire to amend the Agreement
in order to avoid the necessity of a mid-week accounting close as of May 26,
1994 and thereby to simplify the administration of the Agreement. Accordingly,
in consideration of the foregoing and the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Section 4.3(a)(iv) of the Agreement is hereby amended by deleting
the words "immediately following the consummation of the Sale Transaction after
giving effect to the Sale Transaction (including the issuance of the Shares to
Xxxxxx") and substituting therefor the words "as of May 28, 1994 adjusted to
include the effect of the Sale Transaction as of the consummation date of the
Sale Transaction (including the issuance of the Shares to Xxxxxx)."
2. Section 4.3(a)(iv) of the Agreement is hereby further amended by
adding the following clause at the end thereof "but taking into account any
unusual material events or transactions occurring on or after May 26, 1994 and
on or before May 28, 1994."
3. As so amended, the Agreement is hereby ratified and confirmed in
all respects.
4. This Amendment shall be governed and construed in accordance with
the laws of the State of New York without regard to any applicable principles
of conflicts of law.
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Xxxxxx Industries
May 26, 1994
Page 2
If the foregoing is acceptable to you, please sign the enclosed copy
of this letter and return it to us.
XXXXX-XXXXXX COMPANY
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Vice President, Chief
Financial Officer & Treasurer
Accepted and Agreed to:
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxx, Jr.
Name: Xxxxx Xxxxx, Jr.
Title: Vice President, Corp.
Planning & Development
