EXHIBIT 10.3
As of September 17, 2001
Wachovia Bank, N.A.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Re: Five-Year $300,000,000 Credit Agreement dated July 1, 1998, among
Xxxxxx & Xxxxx Corporation (the "Borrower"), the Banks party thereto,
and Wachovia Bank, N.A., (the "Agent") (as amended, the "Credit
Agreement" and the extension of credit thereunder, the "Facility");
Borrower Security Agreement dated as of July 1, 2001 given by the
Borrower to the Agent (the "Security Agreement"); Letter Agreement
dated as of August 22, 2001 between the Borrower, Wachovia Bank, N.A.
and Wachovia Securities, Inc. (the "Letter Agreement").
Ladies and Gentlemen:
Pursuant to Section 2.10 of the Credit Agreement, the Borrower hereby notifies
the Agent of the termination of the total amount of the Commitments, as defined
in the Credit Agreement, effective on the earlier to occur of September 28, 2001
or the effective date of a securitization facility acceptable to the Agent. As
of the date hereof, and from now until the effective date of this notice, there
are and shall be no Loans, as defined in the Credit Agreement, outstanding under
the Facility.
The Borrower acknowledges that it continues to be obligated to Wachovia Bank,
N.A. (individually, and together with Wachovia Securities, Inc., collectively,
"Wachovia") for obligations with respect to letters of credit issued by
Wachovia, for obligations relating to foreign exchange agreements, for treasury
management services, and for obligations under the Letter Agreement, and all
such obligations, together with all hereafter created or arising obligations of
the Borrower to Wachovia of whatever nature (the "Continuing Obligations ) are
and shall continue to be secured under the Security Agreement, subject to the
provisions of Section 2 of the Security Agreement entitled "AGREEMENT TO
RELEASE." The Borrower hereby grants to Wachovia, individually and not as Agent,
a security interest in the Collateral, as defined in the Security Agreement, to
secure the Continuing Obligations, subject to Section 2 of the Security
Agreement. Notwithstanding the foregoing, Wachovia hereby agrees to release the
Bank Accounts, as defined in the Security Agreement, on the same terms and
conditions as set forth in Section 2 with respect to the Release, as defined
therein.
The Borrower and Wachovia have entered into the Letter Agreement with the
intention of exercising commercially reasonable efforts to bring together a
syndicate of banks willing to issue commitments to fund a facility as described
in the Letter Agreement (the "New Facility"), which New Facility will include a
letter of credit facility. The existing letters of credit issued by Wachovia
will constitute a portion of such letter of credit facility. The letter of
credit facility will be secured by the collateral which will secure the New
Facility, and the existing Security Agreement shall be terminated. The Borrower
agrees that its obligations under the Letter Agreement shall continue in
accordance with the terms thereof and shall be, and are hereby, secured under
the Security Agreement. In addition, in the event that the New Facility does not
become effective on or prior to October 31, 2001, or if a senior secured credit
facility is closed other than with Wachovia as a lender thereunder prior to
October 31, 2001, the Borrower agrees to pledge in favor of Wachovia cash
collateral equal to at least 100% of the outstanding Continuing Obligations with
respect to letters of credit, which pledge shall be made pursuant to documents
in form and substance reasonably satisfactory to Wachovia in its sole
discretion.
Sincerely,
Xxxxxx & Xxxxx Corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------
Xxxxxx X. Xxxxxx
Treasurer
