Exhibit (c)(1)(ii)
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., Zephyros 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 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:
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Zephyros Acquisition Corporation
By:
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Agreed to:
Deflecta-Shield Corporation
By:
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