1
EXHIBIT C.4
CONSO INTERNATIONAL CORPORATION
X.X. XXX 000
000 X. XXXXXX XXXXXX
XXXXX, XXXXX XXXXXXXX 00000
January 18, 2000
CIC Acquisition Co.
CIC Acquisition Sub, Inc.
c/o CitiCorp Venture Capital, Ltd.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: M. Xxxxxx Xxxxxxxx
Re: Merger Agreement dated as of October 5, 1999 (the "Merger
Agreement") by and among Conso International Corporation
("Conso"), CIC Acquisition Co. ("Parent") and CIC Acquisition
Sub, Inc. ("Acquisition Sub")
Dear Gentlemen:
In connection with the above referenced Merger Agreement, Conso and
Parent each agree to waive any right they have to terminate the Merger Agreement
pursuant to Section 5.3(b) thereof until February 29, 2000, at which time the
right to terminate under Section 5.3(b) shall only arise if the Effective Time
(as defined in the Merger Agreement) has not occurred on or before such date.
Parent and Acquisition Sub also consent to the adjournment of Conso's special
meeting of shareholders at which the Merger Agreement and the related Plan of
Merger are to be considered until February 24, 2000.
Please acknowledge your agreement and consent to the foregoing by
signing in the space provided on the next page.
Very truly yours,
CONSO INTERNATIONAL CORPORATION
By: /s/ X. XXXX XXXXXXX
-----------------------------------------
Name: X. Xxxx Findlay
Title: Chairman, Chief Executive Officer
and President
2
CIC Acquisition Co.
CIC Acquisition Sub, Inc.
January 18, 2000
Page 2
Agreed and consented to:
CIC ACQUISITION CO.
By: /s/ XXXXXX XXXXXXXX
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
CIC ACQUISITION SUB, INC.
By: /s/ XXXXXX XXXXXXXX
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
