EXHIBIT (e)(4)
BLACKFRIARS CORP.
000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
February 19, 2003
Board of Directors
Emco Limited
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
X0X 0X0
Xxxxxx
Dear Sirs:
This letter is provided to the Board of Directors (the "Board") of Emco
Limited ("Emco"), in conjunction with the proposed transaction reflected in
the Support Agreement currently being negotiated between Blackfriars Corp.
("Blackfriars") and 2022841 Ontario Inc. and Emco ("Agreement").
To encourage the Board to approve the Agreement, and in response to concerns
raised by the Board, Blackfriars agrees to keep a balance of U.S. funds
equivalent to a minimum of $300 million (Canadian Dollars) in our accounts with
Bank of America until the earlier of the taking up and payment for Emco stock as
contemplated by the Agreement or any termination of the Agreement in accordance
with its terms. IT is understood and agreed that such funds may be used to take
up and pay for such Emco stock.
In addition, Blackfriars will endeavor to have the Bank of America confirm in
writing to the Board's financial advisor, TD Securities, the oral advice that it
gave earlier today in respect to the financial capabilities of Blackfriars.
Sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Treasurer and Assistant Secretary
