Exhibit 10.7
October 26, 2001
Xxxxxxxx X. Xxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Re: That certain Limited Guaranty dated of even date herewith
executed by Xxxxxxxx X. Xxxx in favor of Bank of America, N.A.
("Bank") guarantying that certain Note dated May 26, 1998,
made by Horizon Medical Products, Inc. ("Borrower") to the
order of Bank in the principal face amount of Fifty Million
Dollars ($50,000,000) (hereinafter referred to as the "Note"),
and that certain Amended and Restated Credit Agreement, dated
as of May 26, 1998, (the "Credit Agreement") as amended by the
First Amendment to Amended and Restated Credit Agreement dated
as of November 11, 1998, the Second Amendment to Amended and
Restated Credit Agreement and Waiver dated as of March 31,
1999, the Third Amendment to the Amended and Restated Credit
Agreement and Waiver dated March 29, 2000, the Fourth
Amendment to the Amended and Restated Credit Agreement and
Waiver dated June 6, 2000, the Fifth Amendment to the Amended
and Restated Credit Agreement and Waiver dated August 14, 2000
and by that certain Forbearance Agreement dated March 30,
2001, as amended by that certain First Amendment to
Forbearance Agreement dated March 31, 2001 and that certain
Second Amendment to Forbearance Agreement dated October 16,
2001 (the "Guaranty") and that certain Securities Pledge
Agreement dated of even date herewith executed by Xxxxxxxx X.
Xxxx in favor of Bank (the "Pledge Agreement")
Dear Xx. Xxxx:
Reference is hereby made to the above referenced Limited Guaranty and
Pledge Agreement. This letter constitutes the agreement of Bank to hold the
Limited Guaranty and Pledge Agreement as escrow agent and in escrow until such
time as Xxxxxxxx Xxxx interferes with the daily operations of the Borrower in
the reasonable discretion of the Bank. If Xxxxxxxx Xxxx interferes with the
daily operations of the Borrower in the reasonable discretion of the Bank, the
Bank shall provide notice in writing of the breaking of the escrow to the
addressee of this letter, which shall be deemed to have been given (i) 72 hours
after being sent by certified or registered mail, return receipt requested,
postage prepaid and addressed as set forth above; or (ii) if by personal
delivery when personally delivered or (iii) if by facsimile, upon transmission
and receipt. Rejection or other refusal to accept or inability to deliver
because of a changed address of which no notice has been received shall also
constitute service of notice. Once notice has been given, Bank shall have the
right but not the obligation to exercise its remedies pursuant to the Limited
Guaranty and the Pledge Agreement. This letter embodies and confirms the
agreement of the Bank relating to the holding of the Limited Guaranty and Pledge
Agreement in escrow and supercedes all prior agreements, representation and
understandings relating to the subject matter hereof.
The agreement of Bank to hold the documents in escrow shall terminate
upon the earlier to occur of January 1, 2005 or such time as the Liability or
Liabilities, as such terms are defined in the Limited Guaranty, are paid in
full. Please indicate your acceptance and acknowledgement of the terms and
conditions of this letter by executing this letter below and returning the
executed copy to us.
Very truly yours,
BANK OF AMERICA, N.A.
By
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Title
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Acknowledgement:
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XXXXXXXX X. XXXX
