EXHIBIT 99.8
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October 31, 2005
RG America, Inc.
RG Restoration, Inc.
RG Risk Management, Inc.
RG Roofing, Inc.
0000 Xxxxxxx Xxxxxx, Xxx. 000
Xxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Re: Overadvance Side Letter
Dear Sir or Madame:
Reference is hereby made to that certain Security Agreement, dated as of
October 31, 2005 by and among RG America, Inc., a Nevada corporation ("RGMI")
and such other subsidiaries of RGMI named in that certain Security Agreement or
which hereafter become a party thereto (collectively, the "Company") and Laurus
Master Fund, Ltd. ("Laurus") (as amended, modified and/or supplemented from time
to time, the "Security Agreement"). Capitalized terms used but not defined
herein shall have the meanings ascribed them in the Security Agreement. Laurus
is hereby notifying you of its decision to exercise the discretion granted to it
pursuant to Section 2(a)(ii) of the Security Agreement to make a Loan to the
Company in excess of the Formula Amount in effect on the date hereof (the
"Overadvance"). The Overadvance is equal to an aggregate principal amount of
$250,000.
In connection with making the Overadvance, for a period of 180 days from
the date hereof (the "Period"), Laurus hereby waives compliance with Section 3
of the Security Agreement, but solely as such provision relates to the immediate
repayment requirement for Overadvances. Laurus further agrees that solely for
such Period (but not thereafter), (i) the Overadvance shall not trigger an Event
of Default under Section 19(a) of the Security Agreement; provided that,
notwithstanding anything to the contrary set forth in Section 5(b)(ii) of the
Security Agreement, the additional rate of interest applicable to such
Overadvance shall be at a rate per annum equal to the "prime rate" published in
The Wall Street Journal from time to time (the "Prime Rate"), plus five percent
(5%) (the "Overadvance Rate"). The Overadvance Rate shall be increased or
decreased as the case may be for each increase or decrease in the Prime Rate in
an amount equal to such increase or decrease in the Prime Rate; each change to
be effective as of the day of the change in the Prime Rate. The additional
interest shall be (i) calculated on the basis of a 360 day year, and (ii)
payable monthly, in arrears, commencing on November 1, 2005 on the first
business day of each consecutive calendar month thereafter through and including
the expiration of the Period (and on the date of expiration of the Period),
whether by acceleration or otherwise. All other terms and provisions of the
Security Agreement and the Ancillary Agreements remain in full force and effect.
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This letter may not be amended or waived except by an instrument in
writing signed by the Company and Laurus. This letter may be executed in any
number of counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
signature page of this letter by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof or thereof, as the case may
be. This letter shall be governed by, and construed in accordance with, the laws
of the State of New York. This letter sets forth the entire agreement between
the parties hereto as to the matters set forth herein and supersede all prior
communications, written or oral, with respect to the matters herein.
If the foregoing meets with your approval please signify your acceptance
of the terms hereof by signing below.
LAURUS MASTER FUND, LTD.
By:
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Name: Xxxxx Grin
Title: Director
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87.1 Agreed and accepted on the date hereof:
RG AMERICA, INC.
By:
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Name:
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Title:
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RG RESTORATION, INC. (d/b/a The Restoration Group)
By:
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Name:
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Title:
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RG RISK MANAGEMENT, INC. (d/b/a The Recovery Group)
By:
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Name:
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Title:
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RG ROOFING, INC. (d/b/a The Roofing Group)
By:
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Name:
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Title:
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