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EXHIBIT 10.20
November 28, 2000
EarthCare Company
00000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Xxxxxxx X. Xxxx
0000 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx, Xx.
c/o EarthCare Company
00000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Re: Collateral under Individual Guaranties
Ladies and Gentlemen:
Please refer to (i) the Individual Guaranty dated as of February 15,
2000 executed by Xxxxxxx X. Xxxx ("Xxxx") and Xxxxxx X. Xxxxxxxxx, Xx.
("Xxxxxxxxx") in favor of Bank of America, N.A., as agent (in such capacity, the
"Agent") (as previously amended, the "Joint Guaranty") and (ii) the Additional
Guaranty dated as of October 31, 2000 executed by Xxxxxxxxx in favor of the
Agent (the "Additional Guaranty"; together with the Joint Guaranty, the
"Guaranties"). Capitalized terms used but not defined herein have the respective
meanings given to them in the Amended and Restated Credit Agreement dated as of
February 15, 2000 among EarthCare Company, various financial institutions and
the Agent (as amended, the "Credit Agreement").
The Required Lenders agree that, notwithstanding anything to the
contrary contained in the fifth paragraph following the paragraph that begins
"NOW, THEREFORE" in each of the Guaranties, the following rules shall govern
collateral to be delivered under the Guaranties:
(1) All collateral shall be in the form of cash or other collateral
reasonably acceptable to the Agent.
(2) Not less than $5,000,000 of collateral shall be delivered by
Cash on or before November 29, 2000. Such collateral shall
secure the Joint Guaranty.
(3) Not less than $10,000,000 of collateral shall be delivered by
Xxxxxxxxx on or before November 30, 2000. Such collateral shall
secure the Individual Guaranty.
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(4) The balance of the collateral (i.e., $20,000,000, subject to
reduction as set forth in the Guaranties) shall be delivered on
or before December 31, 2000. Of such amount, (a) not less than
$5,000,000 shall be delivered by Xxxxxxxxx and shall secure the
Individual Guaranty and (b) the balance may be delivered by
either Cash or Xxxxxxxxx, as they mutually agree, and such
amount shall secure the Joint Guaranty.
(5) For further clarification, all collateral delivered by Cash
shall secure the Joint Guaranty. Accordingly, the maximum amount
of collateral required to be delivered by Cash shall not exceed
$20,000,000 (it being understood that such amount shall be
reduced dollar-for-dollar by any amount delivered by Xxxxxxxxx
which secures the Joint Guaranty).
(6) For further clarification, the first $15,000,000 of collateral
delivered by Xxxxxxxxx shall secure the Individual Guaranty and
any further collateral delivered by Xxxxxxxxx shall secure the
Joint Guaranty.
This letter shall be governed by the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.
BANK OF AMERICA, N.A.
By:
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Title:
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FLEET NATIONAL BANK
By:
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Title:
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Accepted and Agreed:
EARTHCARE COMPANY
By:
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Title:
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Xxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxxx X. Xxxx
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