IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
Section 6.10. Release. EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY KIND OR NATURE FROM COLLATERAL AGENT OR LENDERS. EACH BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES COLLATERAL AGENT AND
LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS
AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER
HAVE AGAINST COLLATERAL AGENT AND/OR LENDERS, THEIR PREDECESSORS, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE
OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT
LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR
RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE
OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND
NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
Section 6.11. Final Agreement. THE LOAN AGREEMENT AND THE OTHER AGREEMENTS, EACH
AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN
AGREEMENT AND THE OTHER AGREEMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT IN ACCORDANCE WITH SECTION 13.3 OF THE LOAN
AGREEMENT.
[The Remainder of this Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed on the date first
above-written, to be effective upon satisfaction of the conditions set forth
herein.
BORROWERS
:
MMI PRODUCTS, INC.
By: /s/Robert N. Tenczar
Name: Robert N. Tenczar
Title: Chief Financial Officer
MMI MANAGEMENT SERVICES LP
By: MMI PRODUCTS, INC.,
its General Partner
By: /s/Robert N. Tenczar
Name: Robert N. Tenczar
Title: Chief Financial Officer
MMI MANAGEMENT INC.
By: /s/Kevin E. Komin
Name: Kevin E. Komin
Title: Secretary
IVY STEEL & WIRE, INC.
By: /s/Robert N. Tenczar
Name: Robert N. Tenczar
Title: Secretary
COLLATERAL AGENT
:
FLEET CAPITAL CORPORATION
as Collateral Agent
By: /s/Hance Van Beber
Name: Hance Van Beber
Title: Senior Vice President
TOTAL COMMITMENT
PERCENTAGE ON CLOSING DATE LENDERS:
41.304348% FLEET CAPITAL CORPORATION
By: /s/Hance Van Beber
Name: Hance Van Beber
Title: Senior Vice President
32.608696% TRANSAMERICA BUSINESS CAPITAL
CORPORATION
By: /s/Ari Kaplan
Name: Ari Kaplan
Title: Vice President
26.086957% THE CIT GROUP/BUSINESS CREDIT,
INC.
By: /s/Robert J. Molloy
Name: Robert J.