EXHIBIT 10.55
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50 FREMONT STREET SAN FRANCISCO, CA 94105-2228 415.983.1000 F: 415.983.1200
MAILING ADDRESS: P. O. BOX 7880 SAN FRANCISCO, CA 94120-7880
M. David Minnick
415.983.1351
dminnick@pillsburywinthrop.com
November 16, 2001
VIA FACSIMILE & FIRST-CLASS MAIL
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Mr. Dennis Lee
United Commercial Bank
711 Van Ness Avenue
San Francisco, CA 94102
Re: ATG, Inc. - Security interest in deposit accounts
Dear Mr. Lee:
We are counsel to United California Bank (fka Sanwa Bank California) in its
capacity as agent (the "Agent") for certain banks issuing letters of credit for
the account of ATG Inc. and for lenders pursuant to that certain Credit and
Reimbursement Agreement dated as of November 1, 1999 (the "Credit and
Reimbursement Agreement") with ATG Inc., as amended, extended and modified from
time to time, (collectively with the Agent, the "Secured Parties").
United Commercial Bank ("Commercial Bank") was notified by letter dated June 18,
2001 that ATG Inc. has granted a security interest in, among other things, all
of the deposit accounts of ATG Inc. at Commercial Bank (the "Deposit Accounts"),
to the Secured Parties pursuant to that certain Security Agreement (the
"Security Agreement") dated as of November 1, 1999. The Secured Parties
understand that there are at least two deposit accounts in the name of ATG INC.,
which are identified as account numbers 63717544 and 63517403 and are expressly
included in the definition of Deposit Accounts.
By our letter dated November 8, 2001 we notified Commercial Bank that certain
Events of Default (as defined in the Credit and Reimbursement Agreement) had
occurred
November 16, 2001
Mr. Dennis Lee
Page 2
and were continuing under the Credit and Reimbursement Agreement. In connection
with such Events of Default and pursuant to the rights and remedies of the
Secured Parties under the Credit and Reimbursement Agreement, the Security
Agreement, the documents executed in connection therewith and at law and/or in
equity, the Agent instructed Commercial Bank to immediately pay the balance of
any and all funds in the Deposit Accounts directly to the benefit of the Agent,
on behalf of the Secured Parties.
We have had discussions with counsel for ATG. As a result, the Agent is willing
to authorize $1,000,000 to be utilized from the Deposit Accounts to pay such
entities as ATG selects provided that all amounts that ATG has on deposit with
Commercial Bank in excess of $1,000,000 have been wire transferred to the Agent
pursuant to the following wire instructions and confirmation of the wire
transfer has been provided to the Agent:
United California Bank
Routing # 1220-03516
1977 Saturn Street
Monterey Park, CA 91754
Attn: Frances Medina
Reference: ATG, Inc.
Account #0492-17477
In addition, if any new funds should be deposited for the account of ATG with
Commercial Bank, such funds shall be deposited in a separate account that is
blocked from any withdrawals without the instructions of ATG and the Agent or
the Agent acting alone.
All of the Deposit Accounts with Commercial Bank, including without limitation,
any new account established to receive deposits, shall be and remain subject to
the security interest of the Agent.
To the extent, if any, that there is any creditor with a superior lien to the
Secured Parties, the Secured Parties will take the funds received subject to
such superior lien.
November 16, 2001
Mr. Dennis Lee
Page 3
Very truly yours,
/s/ M. David Minnick
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M. David Minnick
cc: Ms. E. Leigh Irwin
Mr. Thomsen Young
ATG, Inc agrees to the above and expressly authorizes Commercial Bank to wire
transfer the funds in excess of $1,000,000 to the Agent pursuant to the
instructions set forth above.
ATG, INC.
By /s/ Frank Y. Chiu
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Frank Y. Chiu
Executive Vice President and
Chief Financial Officer