EXHIBIT 10.8
October 26, 2001
XXXX FAMILY INVESTMENTS, L.L.L.P.
3935 Paces Manor
Atlanta, Georgia 30339
Attention: Xxxxxxxx X. Xxxx
Re: That certain Limited Guaranty dated of even date herewith
executed by XXXX FAMILY INVESTMENTS, L.L.L.P. 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 XXXX FAMILY INVESTMENTS, L.L.L.P. in favor of Bank
(the "Pledge Agreement")
Dear Sir/Madam:
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:
XXXX FAMILY INVESTMENTS, L.L.L.P.
By:
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Name: Xxxxxxxx X. Xxxx
Title: Managing General Partner
