<PAGE> 15
Exhibit 10(m)(1)
[Logo]
November 8, 2000
Mr. Daniel S. Jaffee
President and Chief Executive Officer
Oil-Dri Corporation of America
410 North Michigan Avenue
Chicago, Illinois 60611-4213
Dear Mr. Jaffee:
You have advised Teachers Insurance and Annuity Association of America
("TIAA") of the potential violation by Oil-Dri Corporation of America (the
"Company") of Section 10.1 of that certain Note Purchase Agreement, dated as of
April 15, 1998 (the "Note Purchase Agreement"), among the Company, TIAA and
Connecticut General Life Insurance Company ("CIGNA"), for the fiscal quarter of
the Company ended October 31, 2000. In this regard, you have requested that TIAA
and CIGNA waive any breach of the Note Purchase Agreement as a result of any
such violation of the Fixed Charges Coverage Ratio required under the
aforementioned Section 10.1 for the Company's fiscal quarter ended October 31,
2000.
Capitalized terms used herein shall, unless otherwise defined herein, have
the meanings provided in the Note Purchase Agreement.
TIAA hereby waives any Event of Default under the Note Purchase Agreement
resulting from the Company's violation, if any, of Section 10.1 of the Note
Purchase Agreement for the period ending October 31, 2000.
This waiver shall not be deemed a waiver of any other Event of Default or
any of TIAA's rights and remedies, all of which are hereby expressly reserved,
or an amendment to any provision of the Note Purchase Agreement.
Yours truly,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By:
--------------------------------
