Exhibit 99(a)(2)
October 17, 1999
OSI Acquisition, Inc.
c/o Bruckmann, Xxxxxx, Xxxxxxxx & Co. II, L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
This letter will confirm the commitment of Xxxxxxxxx, Xxxxxx,
Xxxxxxxx & Co., L.P. ("BRS" or "us"), and its affiliates to purchase or cause
others to purchase from X'Xxxxxxxx Industries Holdings, Inc., a Delaware
corporation ("X'Xxxxxxxx"), senior discount notes due 2009 yielding gross
proceeds of $25.0 million (the "Senior Discount Notes"). The proceeds to
X'Xxxxxxxx from the purchase of the Senior Discount Notes will be used to
provide a portion of the financing for the acquisition of X'Xxxxxxxx pursuant to
the Agreement and Plan of Merger (as defined below).
Our commitment is subject to (i) the satisfaction, or waiver by you,
of the conditions to your obligations contained in an agreement and plan of
merger dated May 17, 1999 between Newco and X'Xxxxxxxx, as amended (the
"Agreement and Plan of Merger"), (ii) X'Xxxxxxxx receiving the cash proceeds of
financings which, together with the proceeds from the purchase of the Senior
Discount Notes, are sufficient to consummate the transactions contemplated by
the Agreement and Plan of Merger (the "Merger"), satisfy all fees and expenses
to be paid in connection with the Merger and to provide for the ongoing working
capital needs of the Company subsequent to the consummation of the Merger, all
on terms and conditions acceptable to BRS (it being understood that the terms
and conditions specifically set forth in the Commitment Letters (as defined in
the Agreement and Plan of Merger) are satisfactory to BRS), and (iii) the
contemporaneous closing of the Merger.
This commitment will be effective upon your acceptance of the terms
and conditions of this letter and will expire on the earlier to occur of (i) the
termination of the Agreement and Plan of Merger and (ii) November 30, 1999.
October 17, 1999
Page 2
EXECUTION COPY
Nothing in this Agreement is intended, nor shall anything herein be
construed, to confer any rights, legal or equitable, in any person other than
you and X'Xxxxxxxx, which is expressly made a third party beneficiary hereof.
* * *
October 17, 1999
Page 3
EXECUTION COPY
Please confirm the above agreement by signing and returning to me a
copy of this letter.
Very truly yours,
Xxxxxxxxx, Xxxxxx, Xxxxxxxx & Co. II, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
______________________________
Xxxxxxx X. Xxxxxxx
Managing Director
Accepted as of the date
first above written:
OSI Acquisition, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President
