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[ONEX CORPORATION LOGO]
April 7, 1999
American Buildings Company
0000 Xxxxx Xxxxx Xxxx
P.O. Box 800
Eufaula, AL 36027
Attention: Xx. Xxxxxxx Xxxxxx, Chairman
Gentlemen:
We refer to the Agreement and Plan of Merger (the "Merger Agreement") dated
as of the date hereof among ABCO Acquisition Corp., ABCO Holdings Corp. and
American Buildings Company (the "Company"). Capitalized terms used but not
defined herein have the meanings set forth in the Merger Agreement.
In consideration for and in order to induce the Company to enter into and
perform its obligations under the Merger Agreement, including, without
limitation, its obligations under Section 9.03(b) thereof, we agree to provide
or cause to be provided to Parent or Purchaser on a timely basis (a) the funds
necessary to (i) purchase all outstanding shares of Company Common Stock (on a
fully diluted basis) pursuant to the Offer and the Merger, and (ii) pay all fees
and expenses related to the transactions contemplated by the Merger Agreement,
and (b) in the event of termination of the Merger Agreement by the Company as
provided in Section 9.01 of the Merger Agreement, the funds necessary to pay the
liabilities or obligations, if any, of Parent or Purchaser pursuant to Section
9.02 of the Merger Agreement.
Very truly yours,
ONEX CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
ACKNOWLEDGED AND AGREED:
AMERICAN BUILDINGS COMPANY
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman
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