Exhibit 99.03
EDMUNDSON INTERNATIONAL, INC.
1516 Pontius Avenue
Los Angeles, California 90025-3306
TELEPHONE (310) 477-2418
FACSIMILE (310) 473-1745
January __, 1997
United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
Attn: Chief Executive Officer
RE: Option, Transfer and Registration Agreement
Among United States Filter Corporation,
Edmundson International, Inc., Hajoca Corporation,
Christopher M. Pappo and Richard J. Klau dated as
of October 28, 1996 (the "Agreement")
__________________________________________________
Gentlepersons:
This is to confirm the exercise on December 27, 1996, of the Put
Right to sell 3,201,507 shares of common stock of United States
Filter Corporation to you at a price of $33.125 per share
pursuant to the provisions of Section 15 of the Agreement, which
you hereby acknowledge. Terms defined in the Agreement shall
have the same meaning in this letter agreement.
In accordance with discussions which we have had since
December 27th, we have agreed to modify the Agreement, as
follows:
1. Two registration statements covering the 3,201,507
shares have been filed by you with the Securities and Exchange
Commission and will be effective when declared so by the SEC.
The Shares will be sold for the separate accounts of each Holder
through Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"). Arrangements have been made by the Holders to establish
accounts with DLJ. The Holders will have no expense in
connection with the sales of the shares through DLJ, and you
agree that all Registration Expenses and Selling and Distribution
Expenses shall be borne by the Company.
2. The shortfall, if any, between the excess of the
Average Specified Price of $33.125 per share over the net
proceeds per share received from DLJ from the sale of the Shares
by each Holder prior to the close of business on January 27,
United States Filter Corporation
January __, 1997
Page 2
1997, multiplied by the number of Shares sold by such Holder
prior to said date, shall be paid by the Company to each Holder
in immediate funds by wire transfer on January 28, 1997.
3. If the full 3,201,507 Shares are not sold through DLJ
prior to the close of business on January 27, 1997, the unsold
balance shall continue to be sold by DLJ through the close of
business on February 26, 1997, at which time the Company will
purchase all unsold Shares for the Average Specified Price of
$33.125 per share and remit to each Holder on February 27, 1997,
in immediate funds by wire transfer, (a) the purchase price for
said unsold Shares, (b) the shortfall, if any, between the excess
of the Average Specified Price of $33.125 per share over the
average net proceeds per share received from DLJ from the sale of
the Shares by such Holder between January 27, 1997 and
February 26, 1997, multiplied by the number of Shares sold by
such Holder during said period, and (c) interest on the aggregate
amount payable pursuant to clauses (a) and (b) above, as well as
on any other amounts owed to the Holders hereunder, at the then
current Prime or Bank Reference Rate of Bank of America for the
period commencing on January 28, 1997, and ending on the date of
payment.
4. The parties agree that the last sentence of
Section 15(c) of the Agreement is hereby deleted. Sections 1 and
10 through 20 of the Agreement, to the extent not inconsistent
with or superseded hereby, shall apply with equal force to the
arrangements covered by this letter agreement.
If the foregoing accurately reflects our understanding, kindly
execute this letter agreement in the place provided below, return
a copy to the undersigned and the Holders will implement the sale
of the Shares through DLJ.
Very truly yours,
Edmundson International, Inc., AGREED in accordance with
attorney-in-fact for each Holder the foregoing this ______
day of January, 1997.
United States Filter
Corporation
By: By:
_______________________________ ______________________
Bernard E. Lyons Richard J. Heckmann
Vice President Chairman