EXHIBIT 10(C)
[Letterhead of M-TIN, LLC]
April 4, 2002
Xx. Xxxxx X. Xxxxxx
Vice President and Chief Financial Officer
Xxxxxx Industries, Inc.
Post Office Box 128
Florence, Alabama 35631
Re: Proposed Loan from M-TIN, LLC
Dear Xx. Xxxxxx:
The purpose of this letter to establish the terms pursuant to
which M-TIN, LLC (the "Company") will provide financing to Xxxxxx Industries,
Inc. ("Xxxxxx"). Our agreement to provide financing is as follows:
A. The Company will provide a term loan in the principal amount
of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($1,500,000.00) (the "Term Loan") to Xxxxxx pursuant to the
execution and delivery by Xxxxxx of a promissory note payable
to the order of the Company in substantially the form as
attached hereto as Exhibit A (the "Note"). The Note shall be
for a term of six (6) months with the option for Xxxxxx to
extend the term for an additional six (6) months from the
date of original termination upon the giving of thirty (30)
days prior notice to the Company and the payment by Xxxxxx of
an extension fee equal to five percent (5%) of the principal
amount under the Note.
B. The Term Loan shall be secured by a first mortgage (the
"Mortgage") on the real property of Xxxxxx located in
Colbert, Lauderdale and Limestone Counties in the State of
Alabama (the "Mortgaged Property"). The mortgage shall be in
substantially the form of the mortgage attached hereto as
Exhibit B.
C. The Note shall be due and payable in full upon the sale of
all or substantially all of the assets of Xxxxxx or in the
event Xxxxxx xxxxx a sufficient amount of its capital stock
(whether by tender offer, original issuance, or a single or
series of related stock purchase and sale agreements and/or
transactions) sufficient to confer on the purchaser or
purchasers thereof (whether individually or in a group) the
ability to elect a majority of Xxxxxx'x Board of Directors or
is party to a merger, consolidation or combination, other
than any merger, consolidation or combination that would
result in the holders of the voting securities of Xxxxxx
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of Xxxxxx
(or such surviving entity) outstanding immediately after such
merger, consolidation or combination.
Xxxxxx Industries, Inc.
April 4, 2002
Page 2 of 2
D. The rate of interest payable on the Note shall be TWELVE
PERCENT (12%) per annum. Interest will be payable monthly.
Principal will be payable in full upon the termination of the
Note.
E. Upon the funding of the loan contemplated hereby (the
"Closing"), Xxxxxx will pay to the Company a fee equal to the
greater amount of (i) SEVENTY FIVE THOUSAND AND NO/100
DOLLARS ($75,000.00), or (ii) FIVE PERCENT (5%) of the amount
funded under the Note. [Payable 2/3 ($50,000.00) at closing
and 1/3 ($25,000.00) in thirty days from closing.]
F. Upon the payment of the principal and interest outstanding on
the Note, Xxxxxx shall pay to the Company a retirement fee
equal to THREE PERCENT (3%) of the principal amount
outstanding under the Note at the time of its repayment.
X. Xxxxxx hereby represents and warrants to the Company that no
material changes in the environmental condition in the
Mortgaged Property have occurred since the Phase I
environmental audits dated __________, 2001 (the
"Environmental Audits"), copies of which have been provided
to the Company. If requested by the Company, Xxxxxx shall
cause to be prepared and delivered to the Company updated
Phase I environmental audits with respect to the Mortgaged
Property. Xxxxxx shall indemnify and hold the Company
harmless from any liability arising out of environmental
conditions which have arisen since the Environmental Audits.
H. Within thirty (30) days following the funding of the Note,
Xxxxxx shall provide to the Company a mortgagee's title
policy, in form and content satisfactory to the Company in
its reasonable discretion, insuring the Company's lien under
the Mortgage.
X. Xxxxxx agrees to pay the attorney fees and other fees
(including normal filing fees) incurred in connection with
this financing transaction.
If you are in agreement with the terms contained herein, please sign
one copy of this letter agreement and return it to me.
Very truly yours,
/s/ XXXX X. XXXXXX
Xxxx X. Xxxxxx
As Member of
M-TIN, LLC
ACCEPTED AND AGREED TO BY:
XXXXXX INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------
Xxxxx X. Xxxxxx
Its Vice President and
Chief Financial Officer
