Exhibit 10.2
October 31, 1996
▇▇▇ ▇▇▇▇▇▇ Industries, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Dear ▇▇▇▇:
Pameco Corporation agrees to indemnify and hold ▇▇▇ ▇▇▇▇▇▇ Industries, Inc.
("▇▇▇ ▇▇▇▇▇▇"), its officers, directors, shareholders, employees, agents,
successors and assigns (collectively with ▇▇▇ ▇▇▇▇▇▇, the "Indemnified Parties")
harmless from and against all liabilities, losses, actions, demands, damages,
costs and expenses whatsoever (including reasonable attorneys' fees), whether
equitable or legal, matured or unmatured, known or unknown, direct or indirect,
arising out of any action or proceeding, equitable or legal, commenced against
the Indemnified Parties, or any of them, by United Refrigeration, Inc. or its
affiliates, successors or assigns, in connection with the proposed sale of ▇▇▇
▇▇▇▇▇▇'▇ assets to Pameco Corporation. This indemnity is given based on the
representation of ▇▇▇ ▇▇▇▇▇▇ that (i) United Refrigeration, Inc. was not willing
to enter into a definitive agreement for the sale of the assets unless it first
obtained permission from its lenders and that such permission has not, to ▇▇▇
▇▇▇▇▇▇'▇ knowledge, yet been obtained; (ii) ▇▇▇ ▇▇▇▇▇▇ has not executed a
definitive agreement with United for the sale of the assets; and (iii) ▇▇▇
▇▇▇▇▇▇ did not agree with United that ▇▇▇ ▇▇▇▇▇▇ would not negotiate with others
with respect to the sale of assets.
This will survive the execution and delivery of any agreement between ▇▇▇
▇▇▇▇▇▇ and the undersigned or the termination of negotiations in contemplation
of the execution of any such agreement.
▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ agree not to disclose to United any of the details
relating to the Purchase Price contained in the Agreement for the sale of the
assets to Pameco.
Very truly yours,
PAMECO CORPORATION
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman & Chief Executive Officer
ACCEPTED
▇▇▇ ▇▇▇▇▇▇ INDUSTRIES, INC.
By:_________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President