EXHIBIT 99.3
November 6, 2002
XXXX Industries, Inc.
0000 X. Xxxxx Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Re: $53,000,000 Credit Facility / Eighth Amendment to Credit Agreement
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and Amendment to Forbearance Agreement
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Ladies and Gentlemen:
This letter is delivered to you in connection with the Credit Agreement
dated as of March 8, 2001 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement") among XXXX INDUSTRIES,
INC., a Delaware corporation (the "Parent"), each of the Parent's domestic
Subsidiaries, as borrowers (together with the Parent, collectively, the
"Borrowers" and each a "Borrower"), the Parent and each of the Parent's
domestic Subsidiaries, as Guarantors, the financial institutions that are
or may from time to time become parties hereto, as lenders (together with
their respective successors and assigns, the "Lenders" and each a
"Lender"), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders (in its individual
capacity, "LaSalle", and in its capacity as administrative agent for the
Lenders, the "Administrative Agent"), and NATIONAL CITY BANK, a national
banking association, as syndication agent for the Lenders (in its
individual capacity, "NCB", and in its capacity as syndication agent for
the Lenders, the "Syndication Agent" and together with the Administrative
Agent, the "Agents"). Unless otherwise defined herein, capitalized terms
shall have the meanings set forth in the Credit Agreement. In connection
with, and in consideration of the agreements contained in the Credit
Agreement, the Credit Parties agree with the Agents as follows:
1. Documents Related to Sale of XXXX Industries, Inc. The Credit
Parties hereby acknowledge and agree that the Credit Parties
shall deliver to the Agents, on or before December 1, 2002, an
asset disposition plan (the "Plan") regarding a possible sale of
the Parent, in form and substance reasonably satisfactory to the
Required Lenders, to include, without limitation, information
related to the sale of all or substantially all of the assets of
the Parent. Additionally, the Credit Parties hereby acknowledge
and agree that failure to deliver to the Agents the items
required herein shall constitute an Event of Default under
Section 12.1(D)(i) of the Credit Agreement.
2. Independent Tax Review. The Credit Parties hereby acknowledge and
agree that clauses (iii)(b), (iii)(c), (iii)(d) and (iii)(e) of
the definition of "Borrowing Base" in the Credit Agreement shall
not be effective until an independent third party, acceptable to
the Agents, reviews and validates the expected tax refunds to the
Parent upon the sale or disposition of its assets in one or more
of its Subsidiaries. The Credit Parties further hereby
acknowledge and agree that, until such independent third party
reviews and validates such expected tax refunds, clause (iii)(a)
of the definition of "Borrowing Base" in the Credit Agreement
shall be effective until January 31, 2003.
If the foregoing is in accordance with your understanding, please execute
and return this letter to us.
Very truly yours,
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
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Title: Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President
Accepted and Agreed to
as of November __, 2002:
XXXX INDUSTRIES, INC.
XXXX INSTALLATION SERVICES, INC.
XXXX ENCLOSURES, INC.
XXXX, INC.
XXXX PRODUCTS, INC.
XXXX CONSTRUCTION, INC.
FOLDING CARRIER CORP.
XXXX FOREIGN HOLDINGS, INC.
UNR REALTY, INC.
By: /s/ Xxxx X. Xxx
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Title: Vice President
