Exhibit (c)(11)
MSAS GLOBAL LOGISTICS INC.
MSAS ACQUISITION CORPORATION
Mark VII, Inc.
000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of July
27, 1999 (the "Merger Agreement"), by and among Mark VII, Inc., a Delaware
corporation (the "Company"), MSAS Global Logistics Inc., a New York corporation
("Parent"), and MSAS Acquisition Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Acquisition"; and together with the Company
and Parent, the "Parties")). Capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Merger Agreement.
Section 2.11 of the Merger Agreement sets forth the timing and mechanics
by which the Company will cancel each outstanding Company Stock Option and SAR
in exchange for cash (the "Cash-Out"). The Parties hereby agree that the
Cash-Out should occur on the date that Acquisition accepts for payment validly
tendered Shares pursuant to the Offer (the "New Cash-Out Date"), rather than as
provided in Section 2.11(a) of the Merger Agreement.
In connection therewith, each of Parent and Acquisition hereby waives the
Company's compliance with the covenants contained in Sections 5.1(c), 5.1(g),
5.1(r) and 5.10(a) to the extent that such covenants relate to the timing of the
Cash-Out. By acknowledging this letter, the Company agrees to use its reasonable
best efforts to cause the Cash-Out to occur on the New Cash-Out Date.
Dated: August 26, 1999
Very truly yours,
MSAS GLOBAL LOGISTICS INC.
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Regional Chief Executive
MSAS ACQUISITION CORPORATION
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Secretary
Acknowledged and agreed to
on August 26, 1999 by:
MARK VII, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
