EX-99.E.4 12 t09060d9exv99wew4.txt WRITTEN ASSURANCE DATE FEBRUARY 19, 2003 EXHIBIT (e)(4) BLACKFRIARS CORP. 555 Skokie Blvd, Suite 555 Northbrook, Illinois 60062 (818) 991-9000 February 19, 2003 Board of Directors Emco Limited 620 Richmond Street London, Ontario N6A 5J9 Canada Dear Sirs: This letter is provided to the Board of Directors (the "Board") of Emco Limited ("Emco"), in conjunction with the proposed transaction reflected in the Support Agreement currently being negotiated between Blackfriars Corp. ("Blackfriars") and 2022841 Ontario Inc. and Emco ("Agreement"). To encourage the Board to approve the Agreement, and in response to concerns raised by the Board, Blackfriars agrees to keep a balance of U.S. funds equivalent to a minimum of $300 million (Canadian Dollars) in our accounts with Bank of America until the earlier of the taking up and payment for Emco stock as contemplated by the Agreement or any termination of the Agreement in accordance with its terms. IT is understood and agreed that such funds may be used to take up and pay for such Emco stock. In addition, Blackfriars will endeavor to have the Bank of America confirm in writing to the Board's financial advisor, TD Securities, the oral advice that it gave earlier today in respect to the financial capabilities of Blackfriars. Sincerely, /s/ Thomas A. Lullo Thomas A. Lullo Treasurer and Assistant Secretary