Exhibit 10.2
October 31, 1996
Xxx Xxxxxx Industries, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Dear Xxxx:
Pameco Corporation agrees to indemnify and hold Xxx Xxxxxx Industries, Inc.
("Xxx Xxxxxx"), its officers, directors, shareholders, employees, agents,
successors and assigns (collectively with Xxx Xxxxxx, the "Indemnified Parties")
harmless from and against all liabilities, losses, actions, demands, damages,
costs and expenses whatsoever (including reasonable attorneys' fees), whether
equitable or legal, matured or unmatured, known or unknown, direct or indirect,
arising out of any action or proceeding, equitable or legal, commenced against
the Indemnified Parties, or any of them, by United Refrigeration, Inc. or its
affiliates, successors or assigns, in connection with the proposed sale of Xxx
Xxxxxx'x assets to Pameco Corporation. This indemnity is given based on the
representation of Xxx Xxxxxx that (i) United Refrigeration, Inc. was not willing
to enter into a definitive agreement for the sale of the assets unless it first
obtained permission from its lenders and that such permission has not, to Xxx
Xxxxxx'x knowledge, yet been obtained; (ii) Xxx Xxxxxx has not executed a
definitive agreement with United for the sale of the assets; and (iii) Xxx
Xxxxxx did not agree with United that Xxx Xxxxxx would not negotiate with others
with respect to the sale of assets.
This will survive the execution and delivery of any agreement between Xxx
Xxxxxx and the undersigned or the termination of negotiations in contemplation
of the execution of any such agreement.
Xxxxxx and Xxx Xxxxxx agree not to disclose to United any of the details
relating to the Purchase Price contained in the Agreement for the sale of the
assets to Pameco.
Very truly yours,
PAMECO CORPORATION
Xxxxxx X. Xxxxxxxx
Chairman & Chief Executive Officer
ACCEPTED
XXX XXXXXX INDUSTRIES, INC.
By:_________________________
Xxxx X. Xxxxxx
Title: President
