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EXHIBIT 10.73
March 22, 1999
TO THE ADMINISTRATIVE AGENT AND THE LENDERS DESCRIBED BELOW:
Re: Kevco, Inc. (the "Borrower")
Ladies and Gentlemen:
Reference is made to that certain Second Amended and Restated Credit
Agreement (as amended through the date hereof and as further amended, renewed,
or restated from time to time, the "Credit Agreement") dated as of December 1,
1997, by and among certain lending institutions from time to time party thereto
(the "Lenders"), the Borrower, and NationsBank, N.A., as Administrative Agent
for the Lenders (the "Administrative Agent"). Terms defined in the Credit
Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement.
In connection with the Credit Agreement, the Borrower, the Lenders, and
the Administrative Agent have entered into the Third Amendment and Waiver
(the "Amendment") dated as of February 25, 1999, pursuant to which the Lenders
have made the Liquidity Commitment available to the Borrower. The amount of the
Liquidity Commitment is currently $5,000,000, and the Borrower hereby requests
the Lenders to make the additional $5,000,000 Incremental Commitment available.
Pursuant to the Amendment, no funding of the Incremental Commitment shall be
made unless a combination of Lenders whose Total Specified Percentages aggregate
at least 75% shall have approved such funding.
Additionally, the Liquidity Commitment Maturity Date, as set forth in the
Amendment, is March 31, 1999. The Borrower hereby requests the Lenders to extend
the Liquidity Commitment Maturity Date to April 15, 1999.
Finally, the Amendment provides for a fee (the "Phase II Fee") to be paid to
the Lenders on March 31, 1999, which fee "shall be waived if (i) either (A)
before March 31, 1999, Borrower shall have received equity contributions of at
least $18,000,000, which are available to be used by the Borrower for general
working capital purposes, or (B) the conditions set forth in Section 3.4 of the
Credit Agreement are not satisfied, or (C) on or before the Liquidity Commitment
Step-Up Date, the Borrower shall have notified the Administrative Agent that it
desires to cancel the Incremental Commitment, or (ii) before March 31, 1999, the
terms and conditions of the Loan Documents and the Obligations thereunder have
been restructured to the satisfaction of the Lenders." The Borrower hereby
requests the Lenders to extend to April 15, 1999 (1) the date the Phase II Fee
is to be paid,
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and (2) the deadline for satisfying the conditions to waiver of the Phase II Fee
(the "Waiver Deadline").
By executing in the space provided below, you hereby (a) agree, subject to
the provisions of the Credit Agreement, to fund your pro rata portion of the
Incremental Commitment upon the request of Borrower, (b) consent to the
extension of the Liquidity Commitment Maturity Date to April 15, 1999, (c)
consent to the extension of the Phase II Fee payment date to April 15, 1999, and
(d) consent to the extension of the Waiver Deadline to April 15, 1999. Please
make 16 copies of your signature page, sign all copies, send one signed page via
fax to Xxx Xxxxxxx at (000) 000-0000, and send all original signature pages to
Xxx via priority overnight courier.
This letter agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
Very truly yours,
KEVCO, INC., as the Borrower
By:
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Name:
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Title:
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AGREED TO this 22nd day of March, 1999.
NATIONSBANK, N.A. as Administrative
Agent and as a Lender
By:
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Name:
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Title:
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NATIONAL CITY BANK KENTUCKY
By:
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Name:
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Title:
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GUARANTY FEDERAL BANK, F.S.B.
By:
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Name:
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Title:
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XXXXX FARGO BANK, N.A.
By:
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Name:
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Title:
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PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc., as its
Investment Manager
By:
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Name:
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Title:
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ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as
Collateral Manager
By:
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Name:
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Title:
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ALLIANCE CAPITAL FUNDING, L.L.C.
By: Alliance Capital Management, L.P., as
Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION
General Partner of
Alliance Capital Management, L.P.
By:
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Name:
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Title:
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XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By:
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Name:
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Title:
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Xxxxxxx Xxxxx Debt Global Investment Series:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
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Name:
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Title:
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BANK ONE, TEXAS, N.A.
By:
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Name:
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Title:
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XXX CAPITAL FUNDING LP
By: Highland Capital Management, L.P.,
as Collateral Manager
By:
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Name:
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Title:
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