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EXHIBIT 10.19
NON-OFFSET AGREEMENT
November 10, 1997
Mr. Russell Wallace
Texas Galvanizing, Inc.
645 West Hurst Boulevard
Hurst, Texas 76053
Re: Non-Offset Agreement
Dear Mr. Wallace:
FWT, INC. ("FWT") is entering into a Credit Agreement dated November 12,
1997 (said Credit Agreement, as amended, supplemented or otherwise modified from
time to time, being the "Credit Agreement"), with BT COMMERCIAL CORPORATION, as
agent ("Agent") for financial institutions ("Lenders") which are or may
hereafter become parties to the Credit Agreement. In connection therewith, FWT
will grant to Agent on behalf of Lenders a security interest in substantially
all of its personal property, including all inventory, raw materials,
work-in-progress, spare parts, finished goods, accounts and proceeds thereof,
whether now existing or hereafter acquired (the "Collateral") including all
Collateral located at your facility.
1. FWT hereby irrevocably instructs you, upon notice from Agent that an
event of default has occurred under the Credit Agreement, (a) to turn over to
Agent, or to permit the Agent to remove, such Collateral as may then be in your
possession or under your control, and (b) not to release any such Collateral to
FWT. The authorizations and instructions herein contained may be modified or
terminated with the written consent of Agent.
2. By executing this letter, you hereby agree to (a) waive and release
unto Agent and its successors and assigns any and all rights granted by or
under any present or future laws to levy or distraint for amounts due from FWT,
or any other charges which may be due to you against the Collateral, any and
all other claims, liens, offsets, deductions and demands of every kind which
you now have or may hereafter have against the Collateral, and (b) agree that
any rights you may have in or to the Collateral, no matter how arising (to the
extent not effectively waived pursuant to clause (a) of this paragraph), shall
be second and subordinate to the rights of Agent in respect thereof.
3. This agreement shall be binding upon and shall inure to the
benefit of Agent, FWT, and you and each party's respective successors,
administrators and assigns.
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Russell Wallace
November 10, 1997
Page Two
IN WITNESS WHEREOF, Texas Galvanizing, Inc., FWT, Inc. and Agent have
caused this agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.
FWT, Inc.
By: /s/ THOMAS F. MOORE
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Name: Thomas F. Moore
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Title: Vice President
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BT COMMERCIAL CORPORATION, as Agent
By: /s/ ALBERT SUN
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Name: Albert Sun
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Title: Vice President
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TEXAS GALVANIZING, INC
By: /s/ RUSSELL WALLACE
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Name: Russell Wallace
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Title: President
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