ACTION BY WRITTEN CONSENT
The undersigned UNR ASBESTOS-DISEASE CLAIMS TRUST ("Trust"), acting by
written consent pursuant to Sections 228 and 271 of the Delaware General
Corporation Law, does hereby adopt the following resolutions effective
December 17, 2002:
WHEREAS, ▇▇▇▇ Industries, Inc. ("▇▇▇▇") has entered into an Asset
Purchase Agreement dated November 27, 2002 (the "APA") pursuant to
which ▇▇▇▇ and certain of its subsidiaries would sell substantially
all the assets of ▇▇▇▇ (including any business conducted through
subsidiaries) to PFrank LLC ("Platinum"), an affiliate of Platinum
Equity LLC ("Platinum Equity"); and,
WHEREAS, the Board of Directors of ▇▇▇▇ has determined that the
transactions contemplated by the APA are fair and in the best
interests of ▇▇▇▇ and its stockholders and creditors and has approved
and adopted the sale of substantially all the assets of ▇▇▇▇ to
Platinum upon the terms and subject to the conditions set forth in the
APA; and,
WHEREAS, the Board of Directors of ▇▇▇▇ has requested that the Trust,
in its capacity as majority stockholder of ▇▇▇▇, consent to the
transactions contemplated by the APA in accordance with Delaware law;
and,
WHEREAS, the Trust, in its capacity as majority stockholder of ▇▇▇▇,
is willing, subject to the satisfaction of the six (6) conditions set
forth in the resolutions that follow, to consent to the transactions
contemplated by the APA;
NOW, THEREFORE, BE IT
RESOLVED, that the Trust, in its capacity as majority stockholder of
▇▇▇▇, hereby consents to the transactions contemplated by the APA
subject to the fulfillment of each of the following six (6)
conditions: (i) the receipt by the Trust of a written recommendation
by ▇▇▇▇'▇ Board of Directors to ▇▇▇▇'▇ stockholders of the sale of
substantially all the assets of ▇▇▇▇ to Platinum upon the terms and
subject to the conditions set forth in the APA; (ii) the receipt by
the Trust of evidence in form and substance reasonably satisfactory to
counsel to the Trust, that ▇▇▇▇ shall undertake the administration,
and shall bear the costs and expenses of the administration, of the
payments to be made to the stockholders of ▇▇▇▇ pursuant to clauses
(iii) and (iv) below, such administration by ▇▇▇▇ to be without cost
to, or reduction in the recovery to be received by, the ▇▇▇▇
stockholders; (iii) the lenders under the Credit Agreement dated as of
March 8, 2001, as amended, among ▇▇▇▇, certain ▇▇▇▇ subsidiaries,
LaSalle National Bank, as administrative agent and joint lead
arranger, and National City Bank, as syndication agent and joint lead
arranger (the "Credit Agreement"), shall have entered into
documentation, in form and substance reasonably satisfactory to
counsel to the Trust, that provides for the recovery by the ▇▇▇▇
stockholders in connection with the transactions contemplated by the
APA (including the tax refund expected to be realized by ▇▇▇▇ as a
result thereof) of an aggregate amount of $3.25 million, such $3.25
million to be distributed after the Closing (as defined in the APA) by
the lenders to the ▇▇▇▇ stockholders on a pari passu basis with any
and all payments to be made under the Credit Agreement and on a pro
rata basis based on the ratio that the $3.25 million (or any unpaid
portion thereof) bears to any and all amounts then outstanding under
the Credit Agreement; (iv) Platinum, Platinum Equity and/or the
lenders under the Credit Agreement shall have entered into
documentation, in form and substance reasonably satisfactory to
counsel to the Trust, that provides for the further recovery by the
▇▇▇▇ stockholders in connection with the transactions contemplated by
the APA of an aggregate amount of $250,000, such recovery to be in
accordance with Section 170 of the Delaware General Corporation Law
and to be distributed upon or immediately after the Closing (as
defined in the APA) by the lenders to the ▇▇▇▇ stockholders on a
proportionate basis; (v) the delivery to the Trust of an executed copy
of the letter, dated November 22, 2002, from PricewaterhouseCoopers
LLP to ▇▇▇▇, regarding the tax refund(s) expected to be realized by
▇▇▇▇ in connection with the transactions contemplated by the APA; and
(vi) the exchange of mutual releases with respect to the APA
transactions between the Trust, on the one hand, and each of ▇▇▇▇, the
lenders under the Credit Agreement, Platinum and Platinum Equity, on
the other hand, in form and substance reasonably satisfactory to
counsel to the Trust, it being understood that ▇▇▇▇ is not authorized
by this Action by Written Consent to consummate the transactions
contemplated by the APA unless and until each of the above six (6)
conditions has been satisfied; and, BE IT
RESOLVED FURTHER, that the Trust, in its capacity as majority
stockholder of ▇▇▇▇, hereby consents, effective only upon consummation
of the transactions contemplated by the APA after satisfaction of each
of the six (6) conditions set forth in the prior resolution have been
satisfied, to amend ▇▇▇▇'▇ Certificate of Incorporation to change
▇▇▇▇'▇ name to "Peoria Tower Corp." or such other name as shall be
determined by ▇▇▇▇'▇ Board of Directors.
UNR ASBESTOS-DISEASE CLAIMS TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Chairman