Exhibit 7(f)
▇▇▇▇▇ CORNING WORLD HEADQUARTERS
ONE ▇▇▇▇▇ CORNING PARKWAY
TOLEDO, OHIO 43659
413.248.8000
[▇▇▇▇▇ CORNING LOGO]
March 13, 2000
CBP Holdings, Inc.
c/o CGW Southeast Partners IV, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, GA 30305
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Gentlemen:
1. Commitment. This letter (the "Letter Agreement") will confirm the
commitment of ▇▇▇▇▇ Corning, a Delaware corporation ("OC"), to provide $30.0
million of senior preferred equity financing (the "Financing") to CBP Holdings,
Inc., a Georgia corporation, (the "Company"), on terms and conditions
substantially as set forth on Exhibit A hereto, and subject to the terms and
conditions set forth herein. The proceeds to the Company from the Financing may
be used as part of the total financing to acquire 100% of the outstanding
capital stock (the "Transaction") of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Building Products, Inc., a
Georgia corporation ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇"), pursuant to the terms and conditions of
the Agreement and Plan of Merger, dated as of January 17, 2000, by and among the
Company, CBP Acquisition Corp., and certain other parties thereto (the "Merger
Agreement").
2. Conditions. Our commitment to provide the Financing hereunder is
subject to (i) the satisfaction or waiver of all conditions precedent to the
Transaction contained in the Merger Agreement; and (ii) the execution by OC and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of a mutually-acceptable Supply Agreement (collectively, the
"Conditions").
3. Termination. This Financing commitment will be effective upon the
Company's acceptance of the terms and conditions of this Letter Agreement and
will expire, unless otherwise waived by OC in its sole discretion, as of the
earlier to occur of (a) the date that is six (6) months from the date hereof or
(b) the termination of the Merger Agreement pursuant to the terms and conditions
of Section 7.1 thereof.
CBP Holdings, Inc.
March 13, 2000
Page 2
4. Governing Law. This Letter Agreement shall be governed by and
construed in accordance with the internal laws of the state of New York
(excluding the provisions of such laws regarding conflicts of law).
5. Assignment, Amendment and Waiver. Neither this Letter Agreement nor
any of the rights, interests or obligations hereunder may be assigned by OC or
the Company without the prior written consent of the other. Any provision of
this Letter Agreement may be amended only with the prior written consent of OC
and the Company. Any provision of this Letter Agreement for the benefit of a
party hereto may be waived by such party (either generally or in particular and
either retroactively or prospectively), only by a written instrument signed by
the party waiving compliance.
6. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or numbers as set forth below. Notices shall be effective only upon
annual receipt. Notices to the Company shall be addressed to:
CBP Holdings, Inc.
c/o CGW Southeast Partners IV, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, GA 30305
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice to the Company) to:
Citicorp Venture Capital, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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CBP Holdings, Inc.
March 13, 2000
Page 3
and
▇▇▇▇▇▇ & Bird LLP
One Atlantic Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address and to the attention of such other person as the
Company may designate by written notice to OC. Notices to OC shall be addressed
to:
▇▇▇▇▇ Corning
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address and to the attention of such other person as OC may
designate by written notice to the Company.
7. Complete Agreement. This Letter Agreement and the other documents
and writings referred to herein or delivered pursuant hereto contain the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof and thereof.
8. No Third Party Beneficiaries. This Letter Agreement is not intended
and shall not be deemed to confer any benefit upon any person or entity other
than the parties hereto.
9. Headings. The headings contained in this Letter Agreement are for
references only and shall not affect in any way the meaning or interpretation of
this Letter Agreement.
10. Confidentiality. Neither the Company nor OC nor any of their
respective representatives or affiliates shall disclose to any third party the
terms or existence of this agreement without the written consent of the other,
except as otherwise required by law.
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CBP Holdings, Inc.
March 13, 2000
Page 4
Very truly yours,
▇▇▇▇▇ CORNING
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President, BMSB
AGREED AND ACCEPTED:
CBP HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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EXHIBIT A
CBP HOLDINGS, INC.
PROPOSED TERMS - SENIOR PREFERRED STOCK
Issuer: CBP Holdings, Inc., a Georgia corporation.
Purchaser: ▇▇▇▇▇ Corning, a Delaware corporation.
Principal Amount: $30.0 million.
Dividend Rate: 7.5% cumulative dividends, payable in kind on a semi-annual basis.
Maturity: 9 years.
Rank: The Senior Preferred Stock will, with respect to dividend distributions
and distributions upon liquidation, winding-up and dissolution of the
Issuer, rank (i) junior to the subordinated indebtedness of ▇.▇.
▇▇▇▇▇▇▇ & Co. and (ii) senior to all other classes or series of the
Issuer's equity securities.
Security: Unsecured.
Redemptions:
Mandatory: Mandatorily redeemable, at face value, plus accrued dividends, upon a
change of control of the Issuer.
Optional: Optionally redeemable by the Issuer at any time, in whole or in part,
without premium or penalty, or face value plus accrued dividends.
Exchange: The Issuer may, at its option and at any time, or shall upon demand from Purchaser,
exchange all or any portion of the Senior Preferred Stock into subordinated notes
containing the same features of the Senior Preferred Stock.
Covenants: The Issuer shall be subject to normal and customary restrictions
regarding (i) change of control, (ii) junior payments, and (iii)
affiliate transactions.
Transfer Restrictions: The Senior Preferred Stock shall be non-transferable, except for
transfers made by the Purchaser to its affiliates.
Information Rights: The Purchaser shall be entitled to receive audited annual financial statements
of the Issuer and, to the extent desired, monthly and/or quarterly unaudited financial
statements of the Issuer.
Supply Agreements: The Issuer shall execute a Supply Agreement with the Purchaser,
substantially in the form attached hereto as Exhibit B.
Registration Rights: None.
Board Representation: None.
Voting Rights: None, except as otherwise required by law.
[▇▇▇▇▇ CORNING LOGO]
▇▇▇▇▇ CORNING WORLD HEADQUARTERS
ONE ▇▇▇▇▇ CORNING PARKWAY
TOLEDO, OHIO 43659
▇▇▇.▇▇▇.▇▇▇▇
March 13, 2000
CBP Holdings, Inc.
c/o CGW Southeast Partners IV, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, GA 30305
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Gentlemen:
This letter is to clarify our mutual understanding regarding Owens
Corning's commitment to provide Financing as set forth in the letter agreement
between OC and the Company dated March 13, 2000 (the "Commitment Letter").
(Capitalized terms used herein and not defined shall have the meanings set forth
in the Commitment Letter.)
The Company has no obligation to effect the Financing. The intent of
the Commitment Letter is to obligate OC to provide the Financing if, and only
if, the Company decides to increase its offer price for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ above the
proposed purchase price of Guardian Industries. OC acknowledges that (i) the
Company has not yet determined whether to increase its offer price for ▇▇▇▇▇▇▇
▇▇▇▇▇▇ and (ii) if OC does not provide the Financing, then the Supply Agreement
with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall terminate.
Very truly yours,
▇▇▇▇▇ CORNING
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
______________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and General Counsel
Building Materials Systems Business
Agreed and Accepted:
CBP HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________
Title: President
__________________
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