Exhibit 10.3
PRECISION FUNDING, L.L.C.
c/o Avenir Corporation
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
October 30, 2002
Precision Auto Care, Inc.
000 Xxxxxx Xxxxx, X.X.
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, Xx.,
President and Chief Executive Officer
Re: Termination of Loan Renewal and Security Agreement
Dear Xxx:
As you know, we entered into that certain Loan Renewal and Security
Agreement ("Loan Agreement"), effective as of October 1, 2000, with Precision
Auto Care, Inc. ("PACI") and certain subsidiaries wholly owned and/or controlled
by it (PACI and such subsidiaries are the "Borrowers", as defined in the Loan
Agreement). Pursuant to the transactions contemplated by that certain Exchange
Agreement of even date herewith (the "Exchange Agreement"), among other things,
we have agreed to exchange certain debt owed by the Borrowers to us under the
Loan Agreement for equity in PACI, provided that the Loan Agreement is
terminated contemporaneously.
Accordingly, all of the undersigned Borrowers hereby acknowledge that,
contemporaneously with the closing of the transactions contemplated by the
Exchange Agreement, the Loan Agreement and any and all obligations of Precision
Funding, L.L.C. ("Precision Funding") to make additional Advances (as defined in
the Loan Agreement) thereunder shall be, and are, curtailed and terminated in
all respects. Further, Precision Funding and each Borrower hereby releases and
forever waives and relinquishes all claims, demands, obligations, liabilities
and causes of action whatsoever, of any kind or nature, whether known or
unknown, which it now has or may hereafter assert against Borrowers and
Precision Funding, respectively (and their respective directors, officers,
employees, attorneys, agents, successors, predecessors, assigns and affiliates),
arising out of, resulting from or otherwise related to the Loan Agreement and
(i) in the case of Precision Funding, Borrower's failure to repay any amounts
owed thereunder, and (ii) in the case of Borrower, Precision Funding's
obligations (including obligations to make Advances) thereunder; provided,
however, the foregoing release and waiver are not intended to apply to the
enforcement of the Exchange Agreement and the other documents and instruments
executed and delivered in connection therewith and
Precision Auto Care, Inc.
October ___, 2002
Page 2
transactions contemplated thereby, the parties' respective rights and remedies
thereunder and at law or in equity with respect thereto being expressly
preserved and reserved.
Please acknowledge your acceptance of the foregoing by signing this letter
in the space indicated below.
Very truly yours,
PRECISION FUNDING, L.L.C.
By:_____________________________
Xxxxx X. Xxxxx, Manager
SEEN AND AGREED:
PRECISION AUTO CARE, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
WE JAC CORPORATION
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
Precision Auto Care, Inc.
October ___, 2002
Page 3
HYDRO SPRAY CAR WASH EQUIPMENT CO., LTD., formerly
PRECISION BUILDING SOLUTIONS
INCORPORATED, formerly known as
LUBE VENTURES, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
MIRACLE PARTNERS, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
PREMA PROPERTIES, LTD.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
General Manager
MIRACLE INDUSTRIES, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
Precision Auto Care, Inc.
October ___, 2002
Page 4
PTW, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
NATIONAL 60 MINUTE TUNE, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
PRECISION TUNE AUTO CARE, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
WORLDWIDE DRYING SYSTEMS, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
Precision Auto Care, Inc.
October ___, 2002
Page 5
PAC MEXICAN DELAWARE HOLDING
COMPANY, INC.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
PRECISION AUTO CARE MEXICO II,
S. de X.X. de C.V.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
PRECISION AUTO CARE MEXICO I,
S. de X.X. de C.V.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
President and CEO
INDY VENTURES, L.L.C.
By: ___________________________
Xxxxx X. Xxxxx, Xx.,
Manager
