Exhibit 99.3
November 27, 2002
PFrank LLC
c/o Platinum Equity LLC
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Platinum Equity LLC
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to certain Asset Purchase Agreement (the
"Agreement"), of even date herewith, by and among XXXX Industries, Inc., a
Delaware corporation (the "Company"), XXXX Construction, Inc., a Texas
corporation, XXXX Products, Inc., an Indiana corporation, XXXX de Mexico,
S.A. de C.V., a sociedad anonima de capital variable organized under the
laws of the United Mexican States, XXXX Servicious, S.A. de C.V., a
sociedad anonima de capital variable organized under the laws of the United
Mexican States, XXXX, Inc., an Alabama corporation, XXXX Installation
Services, Inc., a Delaware corporation, PFrank LLC, a Delaware limited
liability company ("Buyer"), and, solely for purposes of Sections 6.3, 6.5
and 10.14 thereof, Platinum Equity LLC, a Delaware limited liability
company ("Guarantor"). Unless otherwise defined herein or the context
otherwise requires, capitalized terms used herein and defined in the
Agreement shall be used herein as therein defined.
Reference is further made to Section 6.12 of the Agreement. Buyer
hereby acknowledges and agrees that the Company shall have the right to (i)
engage in discussions and negotiations and enter into agreements with the
bank lenders (the "Lenders") under the Credit Agreement and the UNR
Asbestos-Disease Claims Trust (the "Trust") for the sole purpose of seeking
and securing their consent to and approval of the Agreement and the
transactions contemplated thereby, including without limitation, the
consent to and approval of the Trust, in its capacity as the majority
stockholder of the Company, to the Agreement and the transactions
contemplated thereby, and (ii) engage in discussions and negotiations with
any Person regarding the sale, assignment, transfer or other disposition of
any asset, provided that for purposes of this clause (ii), such discussions
and negotiations shall be undertaken only with a view toward consummating a
transaction in the event that the transactions contemplated by the
Agreement cannot be consummated on or before December 31, 2002. Any actions
referred to in clauses (i) and (ii) of the preceding sentence shall be
deemed to be a "Liquidation Plan" within the meaning of the Agreement.
Please indicate your agreement with the foregoing by executing this
letter agreement on the appropriate lines below.
XXXX INDUSTRIES, INC.
XXXX CONSTRUCTION, INC.
XXXX PRODUCTS, INC.
XXXX DE MEXICO, S.A. DE X.X.
XXXX SERVICIOUS, S.A. DE X.X.
XXXX, INC.
XXXX INSTALLATION SERVICES, INC.
By: /s/ Xxxxxx Xxxx
--------------------------------
Name: Xxxxxx Xxxx
Title:
(for each of the foregoing entities)
Acknowledged and Agreed this
27th day of November, 2002
PFRANK LLC
By: /s/ Xxxxxxx Xxxxx
---------------------------
Name: Xxxxxxx Xxxxx
Title:
PLATINUM EQUITY LLC
By: /s/ Xxxxxxx Xxxxx
---------------------------
Name: Xxxxxxx Xxxxx
Title:
