EXHIBIT 10.27
(GUARANTY BANK LOGO)
May 8, 2006
Xxxxxx Worldwide, Inc.
SAMCO Holdings Inc.
SAI Holdings, Inc.
0000 Xxxxxxx Xxxxxx Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxxx
Re: Reorganization of SAMCO Division
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Dear Rocky:
We refer to that certain Amended and Restated Loan Agreement dated as
of April 30, 2001 (as has been amended, restated, modified or supplemented from
time to time, the "Loan Agreement") between Guaranty Bank ("Bank") and SAI
Holdings, Inc., a Texas corporation, formerly known as Service Asset
Investments, Inc. ("Borrower") pursuant to which Bank extended credit and made
certain advances to Borrower as described therein. Capitalized terms used herein
and not otherwise defined shall have the meanings given to such terms as in the
Loan Agreement. As security for the Obligations, (i) Borrower executed that
certain Fifth Amended and Restated Stock Pledge Agreement dated as of October 4,
2004 the "Borrower Pledge Agreement") pledging that certain collateral described
therein and (ii) Xxxxxx Worldwide, Inc., a Delaware corporation ("PWI"),
executed that certain Amended and Restated Xxxxxx Worldwide Stock Pledge
Agreement dated as of October 4, 2004 (the "Xxxxxx Worldwide Pledge Agreement,"
together with the Borrower Pledge Agreement, the "Pledge Agreements").
You have informed us that pursuant to a Reorganization Agreement
("Reorganization Agreement") to be entered between PWI, SAMCO Holdings, Inc.
("SHI"), Xxxxxx Financial Services, Inc. ("PFSI"), SAMCO Capital Markets Inc.
("SCMI") and Borrower, certain assets, comprising the SAMCO Division of the
Xxxxxx group, are to be transferred to SHI. These assets include the shares of
SAMCO Financial Advisors Inc. ("SFAI"), SAMCO Financial Services, Inc. ("SFSI")
and SAMCO BD LLC ("SBD") which are currently pledged pursuant to the Pledge
Agreements in favor of Bank as security for the Obligations. In addition, PFSI's
SAMCO Capital Markets division shall be transferred to SCMI.
You have also informed us that Xxxxxx Worldwide, Inc. is making its
first public offering of its common stock, par value $0.01 per share (the "IPO")
and with the proceeds will be paying off the Obligations in full and terminating
the Loan Agreement (the "Payoff").
Borrower acknowledges and agrees by its execution below that (i) this
letter is a Loan Document for all purposes and (ii) if the IPO and the Payoff
fails to occur within thirty days of the date hereof, it shall constitute an
Event of Default under the Loan Agreement.
This letter confirms (i) our consent to the reorganization of the
SAMCO Division and the transfer to SAMCO Holdings, Inc. of the shares of SFSI,
SFAI, and SBD (collectively the "SAMCO Securities"), (ii) our consent to the
transfer of PSFI's SAMCO Capital Markets division to SCMI, and (iii) our
agreement that upon the consummation of the reorganization pursuant to the
Reorganization Agreement on terms and conditions satisfactory to the Bank (the
"Reorganization") the security interests granted in favor of Bank in respect of
the SAMCO Securities shall be released, provided, however, that the Pledge
Agreements shall remain in full force and effect and all Collateral described
therein, other than the SAMCO Securities, shall remain pledged as security for
the Obligations. We agree, upon your request following consummation of the
Reorganization, to file termination statements releasing Bank's security
interest in the SAMCO Securities, to return all stock certificates and stock
powers representing the SAMCO Securities, and to take such other actions as are
necessary, to terminate our security interest in the SAMCO Securities.
Very truly yours,
GUARANTY BANK
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Senior Vice President
ACKNOWLEDGED AND AGREED:
XXXXXX WORLDWIDE, INC.
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Chairman
SAI HOLDINGS. INC.
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
--------------------------
Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Chairman
