EXHIBIT 10.2
June 25, 2003
Wachovia Bank, National Association, as Administrative Agent
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain letter dated as of even date
herewith (the "Termination Letter") terminating (i) the Receivables Purchase
Agreement, dated as of September 21, 2001, as amended from time to time through
the date hereof (the "Financing Agreement"), among TBSPV, INC. ("SPC") and
▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation, a Tennessee corporation ("T&B", and together with
SPC, each may hereinafter be referred to individually as a "Company" and
collectively as the "Companies"), Blue Ridge Asset Funding Corporation and
Wachovia Bank, National Association (formerly known as Wachovia Bank, N.A.), as
securitization agent for certain parties thereunder ("Securitization Agent"),
and (ii) all guaranties, security agreements, mortgages, subordination
agreements, intercreditor agreements, pledge agreements, notes and other
documents and instruments relating thereto (together with the Financing
Agreement, collectively, the "Financing Documents").
Notwithstanding anything set forth or implied to the contrary
in the Termination Letter, the Company acknowledges and agrees that the receipt
by Securitization Agent of the Payoff Amount (as defined in the Termination
Letter) shall not release either Company, or any of Company's subsidiaries,
affiliates, shareholders, partners, representatives, joint ventures or
guarantors from any liability, obligation, lien, security interest or
indebtedness in favor of Wachovia Bank, National Association as a lender or
administrative agent with respect to the proposed Credit Agreement, dated on or
about the date hereof, among T&B, certain of its subsidiaries, the lenders party
thereto, Wachovia Bank, National Association, as issuing bank, Wachovia
Securities, Inc., as arranger and Wachovia Bank, National Association, as
administrative agent.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President-Treasurer
