Exhibit 99.3
ACTION BY WRITTEN CONSENT
The undersigned UNR ASBESTOS-DISEASE CLAIMS TRUST ("Trust"), acting by
written consent pursuant to Sections 228 and 271 of the Delaware General
Corporation Law ("DGCL"), does hereby adopt the following resolutions
effective December 31, 2002:
WHEREAS, XXXX Industries, Inc. ("XXXX") has entered into an Asset
Purchase Agreement dated December 31, 2002 (the "APA") pursuant
to which XXXX and certain of its subsidiaries would sell certain
assets of XXXX (including certain assets owned by XXXX
subsidiaries) to FOGSON, L.L.C., a Delaware limited liability
company ("Fogson") formed by certain of the Lenders to XXXX and
its subsidiaries under the draft Amended and Restated Credit
Agreement dated as of December 31, 2002 (the "Credit Agreement");
and,
WHEREAS, the Board of Directors of XXXX has approved and adopted
the sale of such assets, which may constitute the sale of
substantially all XXXX'x assets for purposes of Section 271 of
DGCL, to Fogson, upon the terms and subject to the conditions set
forth in the APA; and
WHEREAS, the Company has requested that the Trust, in its
capacity as majority stockholder of XXXX, consent to the
transactions contemplated by the APA in accordance with Delaware
law; and,
WHEREAS, the Trust, in its capacity as majority stockholder of
XXXX, is willing to consent to the transactions contemplated by
the APA;
NOW, THEREFORE, BE IT
RESOLVED, that the Trust, in its capacity as majority stockholder
of XXXX, hereby consents to the transactions contemplated by the
APA.
UNR ASBESTOS-DISEASE CLAIMS TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Trustee
