Exhibit 99.4
August 29, 2002
XXXX Industries, Inc.
0000 X. Xxxxx Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Re: $53,000,000 Credit Facility / Seventh Amendment to Credit
Agreement and Amendment to Forbearance Agreement
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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 Credit Parties agree with the Agents
as follows:
Documents Related to Sale of XXXX Industries, Inc. The Credit
Parties hereby acknowledge and agree that the Credit Parties
shall deliver to the Agents, on or before each of the 15th
calendar day and the last Business Day of each calendar month, an
update prepared by Xxxxx X. Xxxxxxx Company regarding a possible
sale of the Parent, in form and substance reasonably satisfactory
to the Administrative Agent, to include, without limitation,
summaries of the number and type of parties contacted since the
date of the last such update and the proposals offered by these
parties in connection with the sale of the Parent. Additionally,
the Credit Parties hereby acknowledge and agree that the Credit
Parties shall deliver to the Agents any analyses prepared by
Xxxxx X. Xxxxxxx Company of any possible benefit that the Parent
and its Subsidiaries may or may not realize due to improved
market conditions, improved performance by the Parent and its
Subsidiaries or any other improved conditions (financial or
otherwise). The Credit Parties further acknowledge and agree that
failure to deliver to the Agents the items required herein shall
constitute an Event of Default under Section 12.1(D)(i) of the
Credit Agreement.
If the foregoing is in accordance with your understanding, please execute
and return this letter to us.
Very truly yours,
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. 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 August 29, 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
