CASH COLLATERAL DEPOSIT RELEASE LETTER
As of January 26, 1998
BNY Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Xxxxxx Xxxxx
Gentlemen:
Reference is made to (a) the Second Restated and Amended
Financing Agreement dated as of October 10, 1997 (as the same has been and may
be further amended, modified, supplemented and restated from time to time, the
"Financing Agreement") between BNY Financial Corporation ("Lender") and Xxxxxxx
Xxxxx, Inc. ("Borrower"), (b) that certain $12,500,000 Promissory Note dated as
of October 10, 1997 (as the same has been and may be further amended, modified,
supplemented and restated from time to time, the "Note") executed by the
undersigned in favor of Xxxxxx and (c) that certain Cash Collateral Deposit
Letter from the undersigned to Lender dated as of October 10, 1997 (as the same
has been and may be further amended, modified, supplemented and restated from
time to time, the "Deposit Letter"). All capitalized terms used herein which
are not defined shall have the meanings given to them in the Financing
Agreement.
The Collateral Deposit is hereby released to Lender in
accordance with the Deposit Letter and shall be applied as provided in Section
12.3 of the Financing Agreement. The parties acknowledge that the undersigned
shall become subrogated to the rights of Lender with respect to such loan
amount (which will be reflected in a Subrogated Subordinated Promissory Note
dated as of the date hereof from Borrower to the undersigned) until such
Subrogated Subordinated Promissory Note is exchanged for equity.
Very truly yours,
/s/ XXXXXXXXX XXXXX
-------------------
XXXXXXXXX XXXXX
Receipt of the Collateral Deposit is hereby acknowledged as of this 26th day of
January, 1998:
BNY FINANCIAL CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------
Title: Senior Vice President
Subrogation of the amount equal to the Collateral Deposit by means of a
Subrogated Subordinated Promissory Note is hereby acknowledged as of this 26th
day of January, 1998:
XXXXXXX XXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------
Xxxxxx Xxxxxxxx
Chief Executive Officer
