RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
BALBOA LIFE INSURANCE COMPANY
BALBOA INSURANCE COMPANY
July __, 1995
Xxxx Valve Company, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxx, Xxxx 00000
Re: Note Agreement
Gentlemen:
Reference is made to the Note Agreement, dated as of August
15, 1991, among Xxxx Valve Company, Inc. (the "Company), Rhode
Island Hospital Trust National Bank, as Trustee for the Textron
Collective Investment Trust B ("RIHT"), Balboa Life ("Balboa";
RIHT, Balboa Life and Balboa collectively referred to as the
"Purchasers"), as amended by the First Amendment, dated as of March
31, 1993 but effective as of September 30, 1992, and by the Second
Amendment, dated as of July 30, 1993 but effective as of September
30, 1992 (as so amended, the "Note Agreement"). Capitalized terms
used but not defined herein have the meanings given to them in the
Note Agreement.
In connection therewith, the Company has advised the
Purchasers that the Company desires to extend the expiration date
of its secured revolving credit facility (the "LaSalle Facility")
with LaSalle Business Credit, Inc. (f/k/a StanChart Business
Credit, Inc.) ("LaSalle") from July 27, 1995 to August 27, 1995.
The Company has further advised the Purchasers that the Company's
request for LaSalle's agreement to such extension is conditioned on
the extension of the due date for the Company's $1,000,000 required
(mandatory) principal prepayment to the Purchasers under the terms
of the Note Agreement from August 1, 1995 to September 1, 1995.
Xxxx Valve Company, Inc.
July __, 1995
Page Two
The Purchasers hereby advise the Company as follows:
1. Notwithstanding any provision to the contrary in the
Intercreditor Agreement, dated as of September 27, 1991,
between the Purchasers and LaSalle, the Purchasers hereby
consent to the extension by the Company and LaSalle of
the expiration date of the LaSalle Facility, and the
extension of the due date of the Company's principal and
other Obligations (as defined in the LaSalle Facility)
pursuant to such extension of the expiration date, from
July 27, 1995 to August 27, 1995.
2. The Purchasers hereby agree that Section 2.1 of the Note
Agreement is amended to provide that the due date for the
required prepayment of $1,000,000 with respect to the
Notes, previously extended to August 1, 1995, is further
extended to September 1, 1995.
3. The Purchasers hereby agree that Section 2.4 of the Note
Agreement is amended as follows: (a) the current
reference to "August 1, 1995", is hereby changed to
"September 1, 1995" and (b) the current reference to
"August 3, 1995", is hereby changed to "September 3,
1995".
4. The provisions of this letter are limited as specified
and shall not constitute a modification or waiver of any
other provision of the Note Agreement.
5. Purchasers agreement to extend the due date for the
Company's $1,000,000 pricipal payment as set forth above
is contingent upon LaSalle's agreement to extend the
expiration date of the LaSalle Facility as set forth
herein.
Very truly yours,
RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, as Trustee for the
Textron Collective Investment
Trust B
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Xxxx Valve Company, Inc.
July __, 1995
Page Three
BALBOA LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx, Xx.
Name: Xxxxxxxx X. Xxxxxxx, Xx.
Title: 2nd Vice President
BALBOA INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx, Xx.
Name: Xxxxxxxx X. Xxxxxxx, Xx.
Title: 2nd Vice President
AGREED AND CONSENTED TO:
XXXX VALVE COMPANY
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chairman
PARAGRAPH 2 ABOVE HEREBY IS
CONSENTED TO:
LASALLE BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
