XXXXXX GROUP, INC.
ONE GALLERIA TOWER
00000 XXXX XXXX, XXXXX 0000
XXXXXX, XXXXX 00000
MARCH 27, 1997
Acquisition Advisory Services
Fee Letter
RBPI Holding Corporation
000 XXX Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx
Attention: Xxxxx Xxxxx
Ladies and Gentlemen:
This letter shall confirm our agreement that, in consideration of our
introducing you to Reliant Partners, L.P. and Reliant Partners II, L.P.
(collectively, the "Purchasers") as a potential acquisition candidate, our
assistance in connection with Purchasers' proposed acquisition of the stock (the
"Proposed Transaction") of RBPI Holding Corporation ("RBPI"), and advice and
counsel regarding the structuring of the proposed acquisition (collectively, the
"Advisory Services"), you shall pay, or cause Xxxxxx Building Products, Inc.
(the "Operating Company") to pay, to Xxxxxx Group, Inc. ("GGE"), for its own
account, a consulting fee in an amount equal to $990,000, payable on the closing
date of the Proposed Transaction. You hereby acknowledge and agree that, once
paid, the foregoing fee shall be nonrefundable.
This letter shall be governed by, and construed in accordance with, the
laws of the State of Texas. This letter may be executed in any number of
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature
page of this letter by facsimile transmission shall be effective as delivery of
a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Please confirm that the foregoing is our mutual understanding by signing
and returning to us an executed counterpart of this letter.
Very truly yours,
XXXXXX GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Executive Officer
---------------------------------
Accepted and agreed to as
of the date first above written:
RBPI HOLDING CORPORATION
By:/s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
---------------------------
Title: President
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