December 16, 2002
XXXX Industries, Inc.
0000 X. Xxxxx Xxxx
P.O. Box 2000
Peoria, Illinois 61604
Re: $53,000,000 Credit Facility / Repayment of Term Loan
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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 Agents, on behalf of the Lenders, acknowledge
and agree that the installment of the Term Loan payment under clause (ii)
of Section 3.1(B) of the Credit Agreement may be repaid by the Borrowers to
each applicable Lender in such Lender's Percentage of $1,500,000 on the
last Business Day of December, 2002.
Notwithstanding anything contained in this letter, the terms of this
letter are not intended to and do not serve to effect a novation as to the
Credit Agreement or any other Loan Document. The parties to this letter
expressly do not intend to extinguish the Credit Agreement or any other
Loan Document. Instead, the parties to this letter expressly intend to
reaffirm the indebtedness created under the Credit Agreement and the other
Loan Documents. The Credit Agreement and the other Loan Documents remain in
full force and effect and the terms and provisions of the Credit Agreement
and the other Loan Documents are ratified and confirmed. Nothing in this
letter shall in any way be deemed to be (a) a waiver of any Event of
Default including any existing Events of Default or (b) an agreement to
forbear from exercising any remedies with respect to any Event of Default
except as specifically set forth in the Eighth Amendment to Credit
Agreement and Amendment to Forbearance Agreement dated as of November 6,
2002 among the Credit Parties, the Agents and the Lenders.
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 December 16, 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 and CFO
of the the foregoing
entities.
