EXHIBIT 10.6
Xxxxx Dead, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
December 18, 2002
Xx. Xxxxx XxXxxxxxx 00 X. Xxxxxx Xx., Xxx. 0x
Xxxxxxx, XX 00000
Re: $50,000 Credit Line with Private Bank of
Wilmette, IL (the "Credit Line")
Dear Xx. XxXxxxxxx:
In consideration for your assistance and agreement to be a guarantor in
connection with the Credit Line and its related documents, instrument and
certificates (the "Loan Documents"), Xxxxx Dead, Inc. ("We" or the "Company")
hereby agree as follows:
1. It is the intention of the parties hereto that your obligations
under the Credit Line terminate upon the completion of the initial
public offering as described in the Company's Form SB-2 (Prospectus)
to be filed with the Securities and Exchange Commission (the "IPO").
Accordingly, following the IPO, the Company shall out of the
proceeds of the IPO and at your election either (a) pay in full any
outstanding amounts existing under the Credit Line, including any
interest, fees, expenses or other charges which may be required in
connection with such payoff or (b) negotiate with Private Bank of
Wilmette, IL (or any successor entity to the Credit Line or any of
the Loan Documents) to have you removed as a co-xxxxxx or guarantor
to the Credit Line within thirty (30) days after the IPO. If the
Company is unable to successfully effect the changes to the Credit
Line as contemplated by clause (b) of the previous sentence, then
the Company shall immediately perform the actions contemplated by
clause (a) of the previous sentence. You acknowledge that
obligations under the Credit Line shall not extend personally to the
Company's officers or directors.
2. The Company and you agree to execute any agreement, instrument,
certificate or other document which is required to give effect to
the actions stated herein or which furthers evidences or effectuates
the intent of the parties stated herein.
3. The Company acknowledges that you shall have exclusive authority to
authorize any loans, advances or draw-downs from the Credit Line.
II-83
Very truly yours,
XXXXX DEAD, INC.
By: /s/ XXXXXXX X. XXXX III
-------------------------------------
(Xxxxxxx X. Xxxx III)
President and Chief Executive Officer
ACKNOWLEDGED AND AGREED:
s/ XXXXX XXXXXXXXX
------------------------------
(Xxxxx XxXxxxxxx)
