Gentlemen Clause Samples

Gentlemen. We certify through our duly authorized and acting agent that the following item [or items, as the case may be] furnished by us to the Project named in the caption was [or were, as the case may be] started up, tested, and placed in operation by our authorized field representative on [enter the date on which the field representative performed the start-up, test, and placing into operation] and is [or are, as the case may be] operating properly: [List the item or items furnished to the job. Show catalogue number or numbers.]

Gentlemen. You have requested and we have agreed to grant you a $314,000 "reload" to the machinery term loan, which advance of $314,000 shall be repayable in accordance with the terms of the Fifth Amended and Restated Promissory Note, in the original principal amount of $945,000 (the "New Note"), which shall be executed by both Phoenix and GED. The principal balance of the New Note shall be made up of a $314,000 advance to repay the amount presently outstanding to you in excess of the contractual formulas in your Financing Agreements and the sum of approximately $631,000, representing the currently unpaid principal balance of the Fourth Amended and Restated Promissory Note, in the original principal amount of $825,000, dated January 11, 1995 (the "Old Note") on which both of you are liable as co-makers. As an inducement to us to make the advance set forth above, you agree to pay to us a facility fee in the amount of $3,000, which shall be charged to your account on the date hereof. Except as hereinabove set forth, the Financing Agreements shall remain unmodified and in full force and effect. Please indicate your agreement with the foregoing by signing and returning to us the enclosed copy of this letter. Very truly yours, THE CIT GROUP/CREDIT FINANCE, INC. By: /s/ --------------------------------- Title: VICE PRESIDENT ------------------------------ AGREED: PHOENIX LABORATORIES, INC. By: /s/ ▇▇▇ ▇▇▇▇ --------------------------------- Title: VP ------------------------------ GREAT EARTH DISTRIBUTION, INC. By: /s/ ▇▇▇ ▇▇▇▇ --------------------------------- Title: PRES. ------------------------------ CONFIRMED: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ------------------------------------- ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇ ------------------------------------- ▇▇▇▇▇▇ ▇▇▇▇ EVERGOOD PRODUCTS CORPORATION By: /s/ ▇▇▇ ▇▇▇▇ --------------------------------- Title: VP ------------------------------ FIFTH AMENDED AND RESTATED PROMISSORY NOTE $945,000 New York, New York June ____, 1996 FOR VALUE RECEIVED, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION, INC. (individually and collectively the "Payor"), jointly and severally hereby promise to pay to the order of THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation ("Payee"), at its offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as Payee or any holder hereof may from time to time designate, the principal sum of NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($945,000.00) in lawful money of the United States,...

Gentlemen. As part of the sale of the shares of Common Stock of Model Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Gentlemen. In accordance with the provisions of SECTION 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in SECTION 3.1 of the Custodial Agreement with respect to each Receivable identified on the Receivable Schedule (the "Receivable Schedule") attached hereto dated as of May 1, 1997. The undersigned, as Custodian, confirms that the Receivable number in each Receivables File conforms to the respective Receivable number listed on the Receivable Schedule. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Receivable, Custodian holds the Receivable in its name as custodian for the benefit of [the Seller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Receivable was overdue or has been dishonored, (c) of evidence on the face of any Receivable or other document in the Receivables File of any security interest therein, or (d) of any defense against or claim to the Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Receivables File or the collectability, insurability, effectiveness or suitability of any Receivable. Custodian confirms that it holds each Receivable and the other documents in the related Receivables File for the benefit of [the Seller][the Trust][the Indenture Trustee]. Custodian hereby acknowledges and agrees that it is holding such Receivables now and hereafter, from time to time, in its custody or control as bailee for the [the Seller][the Trust][the Indenture Trustee], if the transfer of Receivables is deemed not to be an absolute transfer of such Receivables, subject to the continuing pledge and security interest granted by [Originator][the Seller][the Trust] to [the Seller][the Trust][the Indenture Trustee] under the [Purchase Agreement] [Sale and Servicing Agreement][Indenture]. Upon repurchase or substitution of the Receivables to which this Custodian Certification relates and payment of the applicable repurchase price, the Receivables to which this Custodian Certification relates shall be returned and released by Custodian to [the Seller][the Trust][the Indenture Trustee], and this Custodian Certification shall b...

Gentlemen. Reference is made to that certain Loan and Security Agreement, dated July __, 1997 (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for,...

Gentlemen. In accordance with the Lease (the "Lease"), we wish to advise you and/or confirm as follows:

Gentlemen. This certificate is submitted by the undersigned (hereinafter the "Borrower") pursuant to Sections 3.1.1.10 or 5.3.4 of the Loan Agreement. Capitalized terms used herein have the same meaning as in the Loan Agreement. The Borrower hereby certifies to the Agent and the Lenders that the following information is true, accurate and complete as of , 19 .

Gentlemen. The undersigned desires to borrow on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certi...

Gentlemen. Reference is made to the above-described Lease in which the undersigned is the Tenant. We understand that you are entering into a transaction with the Landlord which relates to, among other things, this Lease; and we hereby, as a material inducement for you to enter into such transaction with Landlord, represent that: