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EXHIBIT 6
June 22, 2000
Bear Stearns Corporate Lending Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentleman:
The undersigned, Manville Personal Injury Settlement Trust, a New York
trust (the "Trust"), understands that HB Merger LLC ("Merger Company") has
entered into an Agreement and Plan of Merger , dated as of June 22, 2000, among
Johns Manville Corporation, a Delaware corporation (the "Company"), HB Finance
LLC and Merger Company (the "Merger Agreement"), pursuant to which Merger
Company will be merged with and into the Company (the "Merger"). In connection
with the Merger, the Trust will be issued shares (the "Shares") of Surviving
Corporation Preferred Stock (as defined in the Merger Agreement). Pursuant to a
Bridge Commitment Letter dated June 22, 2000 (the "Letter") from Bear Stearns
Corporate Lending, Inc. ("BSCL") to HB Finance LLC, the Merger will be financed,
in part, by the issuance of senior and/or subordinated unsecured notes or
preferred equity securities issued in lieu thereof or any of such securities as
may be subsequently issued to repay all or part of the Bridge Loans (as defined
in the Letter) to the extent issued thereunder. The undersigned acknowledges
that you are relying on the agreements of the undersigned contained in this
letter in connection with your commitments contained in the Letter.
In consideration of the foregoing, the undersigned hereby agrees that
it will not, without the prior written consent of BSCL (which consent may be
withheld in its sole discretion), sell, offer or agree to sell, or otherwise
dispose of, directly or indirectly, any of the Shares, any other shares of
Surviving Corporation Preferred Stock acquired after the Closing Date (as
defined in the Merger Agreement) or any securities convertible into, exercisable
for or exchangeable for Surviving Corporation Preferred Stock or engage in
hedging or other derivatives transactions in or relating directly to shares of
Surviving Corporation Preferred Stock or publicly announce the intention to do
any of the forgoing, for a period commencing on the Closing Date and continuing
through the earliest of (i) the date that is 180 days after the Closing Date,
(ii) the Trust's receipt of written notification from BSCL, or (iii) the Trust's
receipt of written consent from BSCL following application for such consent by
the Trust.
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This undertaking is irrevocable and will be binding on the undersigned
and the respective successors and assigns of the undersigned. Notwithstanding
the foregoing, if for any reason, the Merger Agreement shall be terminated prior
to the Closing Date, the undertaking set forth above shall likewise be
terminated.
Very truly yours,
MANVILLE PERSONAL INJURY SETTLEMENT TRUST
By its Trustee(s)
/s/Robert A. Falise
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Name: Robert A. Falise
/s/Louis Klein, Jr.
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Name: Louis Klein, Jr.
/s/Frank J. Macchiarola
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Name: Frank J. Macchiarola
/s/Christian E. Markey, Jr.
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Name: Christian E. Markey, Jr.
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