EXHIBIT (d)(3)
CANISCO RESOURCES, INC.
July 19, 2000
Xxxxx Industrial Services, L.L.C.
Canisco Acquisition, Inc.
000 X. Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger ("Merger
Agreement") dated as of June 28, 2000, by and among Xxxxx Industrial Services,
L.L.C. ("Parent"), Canisco Acquisition, Inc. ("Merger Subsidiary"), and Canisco
Resources, Inc. (the "Company"). Capitalized terms used but not defined in this
letter shall have the same meanings set forth in the Merger Agreement.
Section 7.1(d)(i) of the Merger Agreement states that the Operating
Board of Parent may terminate the Merger Agreement until July 19, 2000, if it
discovers any information which would result in a breach of any of the Company's
representations or warranties contained in the Merger Agreement during its
financial, operating, environmental, tax, accounting business, and legal due
diligence review of the Company.
The parties to the Merger Agreement hereby agree that the date
contained in Section 7.1(d)(i) of the Merger Agreement shall be extended until
July 21, 2000, for the sole purpose of Parent conducting further due diligence
review related to insurance matters and an explanation of margin improvement in
3/31/01 budgeted financials versus 3/31/00 actual financials.
The agreements contained in this letter shall be of the same force and
effect as if they were contained in the Merger Agreement.
Sincerely,
CANISCO RESOURCES, INC.
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
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Its: President
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Agreed to and accepted on July 19, 2000:
XXXXX INDUSTRIAL SERVICES, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Its: Chief Executive Officer
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CANISCO ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Its: President
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