October 31, 2002
Mr. ▇▇▇▇ ▇▇▇
Vice President
▇▇▇▇ Industries, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇:
Reference is made to that certain Seventh Amendment to Credit
Agreement and Amendment to Forbearance Agreement, dated as of August 29,
2002 (the "Forbearance Agreement"), among ▇▇▇▇ INDUSTRIES, INC., a Delaware
corporation (the "Parent"), each of the Parent's domestic Subsidiaries
(together with the Parent, collectively the "Credit Parties" and each a
"Credit Party"), LASALLE BANK NATIONAL ASSOCIATION, as lender ("LaSalle"),
NATIONAL CITY BANK, as lender ("NCB"), U.S. Bank (successor by merger to
Firstar Bank), as lender ("U.S. Bank"), Comerica Bank, as lender
("Comerica"), Associated Bank, N.A., as lender ("Associated Bank", and
together with LaSalle, NCB, U.S. Bank and Comerica, collectively the
"Lenders"), LaSalle, as administrative agent for the Lenders (the
"Administrative Agent"), and NCB, as syndication agent for the Lenders (the
"Syndication Agent", and together with the Administrative Agent, the
"Agents"). Unless the context otherwise requires, all capitalized terms
used herein shall have the meanings assigned to such terms in the
Forbearance Agreement.
The Credit Parties and the Lenders have agreed to and hereby amend the
Forbearance Agreement as follows:
Section 5.1 of the Forbearance Agreement is amended by deleting such
Section in its entirety and replacing it as follows:
5.1 Forbearance. During the Forbearance Period (as defined
below), the Lenders will not exercise any of their rights or remedies
under the Credit Agreement, the Loan Documents or applicable law with
respect to the Existing Default and the financial covenants set forth
in Sections 10.6(A), (B), (C), (D), (E) and (F) of the Credit
Agreement. For purposes of this Amendment, "Forbearance Period" means
the period commencing on the Effective Date and ending on the earlier
of (x) November 8, 2002 and (y) the date the Forbearance Period is
terminated upon the occurrence of any of the events described in
Section 5.6 (the "Termination Date").
The foregoing amendment shall become effective as of October 31, 2002.
The Credit Parties and the Lenders agree that the Forbearance Agreement, as
expressly amended hereby, is hereby ratified, confirmed and approved in all
respects and the same shall remain in full force and effect, as hereby
amended.
Very truly yours,
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
NATIONAL CITY BANK
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
U.S. BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
COMERICA BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ASSOCIATED BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Accepted and agreed to:
▇▇▇▇ INDUSTRIES, INC.
▇▇▇▇ INSTALLATION SERVICES, INC.
▇▇▇▇ ENCLOSURES, INC.
▇▇▇▇, INC.
▇▇▇▇ PRODUCTS, INC.
▇▇▇▇ CONSTRUCTION, INC.
FOLDING CARRIER CORP.
▇▇▇▇ FOREIGN HOLDINGS, INC.
UNR REALTY, INC.
By: /s/ ▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇ ▇▇▇
Title: Vice President of each of the
foregoing entities
