Exhibit 99.8
[LOGO]
LAURUS
FAMILY OF FUNDS
December 2, 2004
BP International, Inc.
510 West Arizona Avenue
Deland, Florida 32720
Attention: Emmett D. Ball
Chief Financial Officer
Ball Products, Inc.
510 West Arizona Avenue
Deland, Florida 32720
Attention: Emmett D. Ball
Chief Financial Officer
Re: Overadvance Letter
Dear Mr. Ball:
Reference is hereby made to that certain Security Agreement dated as of
December 2, 2004 by and among BP INTERNATIONAL, INC., a Delaware corporation,
BALL PRODUCTS, INC., a Florida corporation and such other subsidiaries of
Company named in that certain Security Agreement or which hereafter become a
party thereto (together the "Company") and Laurus Master Fund, Ltd. ("Laurus")
(the "Security Agreement"). Capitalized terms used but not defined herein shall
have the meanings ascribed them in the Security Agreement. Laurus is hereby
notifying you of its decision to exercise the discretion granted to it pursuant
to Section 2(a)(iii) of the Security Agreement to make a Loan to the Company in
the aggregate principal amount of $1,379,000 (the "Overadvance"), in excess of
the Formula Amount in effect on the date hereof.
In connection with making the Overadvance, for a period of (two-hundred
forty) 240 days from the date hereof (the "Period"), Laurus hereby waives
compliance with Section 3 of the Security Agreement, but solely as such
provision relates to the immediate repayment requirement for Overadvances.
Laurus further agrees that solely for such Period, the Overadvance shall not
trigger an Event of Default under Section 19(a) of the Security Agreement. If
the aggregate amount of Loans exceeds the Formula Amount on the last day of the
Period (the "Formula Deadline Date"), the Overadvance rate set forth in Section
5(b)(iii) of the Security Agreement from the Formula Deadline until such time as
the aggregate outstanding amount of Loans are less than or equal the Formula
Amount. All other terms and provisions of the Security Agreement and the
Ancillary Agreements remain in full force and effect.
The Company also agrees to provide Laurus with opinion letters from
Kirkpatrick & Lockhart LLP by December 6, 2004, which are reasonably acceptable
to Laurus, and shall be substantially similar to the draft opinion letters
previously forwarded by Kirkpatrick & Lockhart LLP to Laurus.
This letter may not be amended or waived except by an instrument in
writing signed by the Company, Ball Products, Inc. and Laurus. This letter may
be executed in any number of counterparts, each of which shall be an original
and all of which, when taken together, shall constitute one agreement. Delivery
of an executed signature page of this letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof or thereof, as
the case may be. This letter shall be governed by, and construed in accordance
with, the laws of the State of New York. This letter sets forth the entire
agreement between the parties hereto as to the matters set forth herein and
supersede all prior communications, written or oral, with respect to the matters
herein.
If the foregoing meets with your approval please signify your acceptance
of the terms hereof by signing below.
LAURUS MASTER FUND, LTD.
By:/s/ David Grin
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David Grin
Agreed and accepted on the date hereof
BP International, Inc.
By:
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Name:
Title:
Ball Products, Inc.
By:
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Name:
Title: