XXX ACQUISITION CORP.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
March 12, 1997
Wahlco Environmental Systems, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxx Xxx, XX 00000
Gentlemen:
Reference is made to (1) that certain Term Loan Agreement dated as of July
28, 1995, as amended (the "Term Loan Agreement"), between XXX Acquisition Corp.
("WESAC") and Wahlco Environmental Systems, Inc. ("Wahlco"), and the notes
issued pursuant thereto (the "Term Loan Notes"), (2) that certain Note, dated
May 15, 1995 (the "Acquisition Debt Note"), in the principal amount of
$4,900,000 from Wahlco to WESAC and (3) that certain amendment dated April
12,1996 of the Term Loan Agreement and the Acquisition Debt Note.
This letter will confirm that, commencing January 1, 1997, and continuing
through the respective maturity dates of the Term Loan Agreement and the
Acquisition Debt Note, on each date when interest shall have become, or would
otherwise become, due and payable in respect of the Acquisition Debt Note and
the Term Loan Notes, such interest shall be capitalized and added to the
outstanding principal balance of the Acquisition Debt Note or the Term Loan
Notes, as the case may be, and the new principal balance of the Acquisition Debt
Note and the Term Loan Notes, as the case may be, shall accrue interest at the
rate provided therein.
This agreement constitutes the entire agreement between Wahlco and WESAC
with respect to the subject matter hereof. Except as set forth herein, the Term
Loan Agreement, the Term Loan Notes and the Acquisition Debt Note remain in full
force and effect.
This agreement may not be amended, modified or waived except by a written
agreement signed by Wahlco and WESAC. This agreement shall be governed by the
laws of the State of New York. This agreement may be executed in counterparts,
all of which, when taken together, shall constitute one agreement.
Wahlco Environmental Systems, Inc.
March 12, 1997
Page 2
If the foregoing correctly sets forth our agreement with respect to the
subject matter hereof, kindly sign in the space indicated below and return two
executed copies of this letter to WESAC at its address set forth above.
XXX ACQUISITION CORP.
By: illegible
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Its: Vice President
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Agreed to and accepted as of
this 12th day of March, 1997
WAHLCO ENVIRONMENTAL SYSTEMS, INC.
By: illegible
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Its: VP CFO
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