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Exhibit 10.28
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Vorstand
November 9, 2001
To the Lenders Referred to Below
c/o Xx. Xxxx-Xxxxx Xxxxxx
Deutsche Bank AG, New York Branch
As Administrative Agent
00 Xxxx 00/xx/ Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We refer to the following: (x) that certain Second Amended and Restated
Revolving Credit Agreement dated as of June 30, 2000, as amended (the
"Second Amended Agreement") by and among Spiegel, Inc. (the "Borrower"),
the Lenders party thereto, the Agents, the Joint Lead Arrangers and Book
Runners and the Issuer; (y) that certain 364- Day Revolving Credit
Agreement dated as of June 30, 2000, as amended (together with the
Second Amended Agreement referred to herein as, the "Credit Agreements")
by and among the Borrower, the Lenders party thereto, the Agents, the
Joint Lead Arrangers and Book Runners and the Issuer; and (z) to the
letter of support provided previously by Xxxx Versand (GmbH 62 Co) with
respect to the Credit Agreements.
This letter supplements and is in addition to that prior letter of
support, and represents our continued commitment to the Borrower as an
essential component of Otto's retail presence in the United States of
America. In view of this continued commitment and in consideration of
the Waiver Letter being provided by the Lenders to the Borrower, from
the date hereof until the earlier of (1) June 15,2002 and (2) the
Borrower's refinancing or repayment of the Credit Agreements, we are
willing to provide to the Borrower up to $100 million of liquidity
support (the "Loan"), with the understanding that the first $50 million
of any such Loan (which has already been provided) will not be due and
payable or be repaid by the Borrower until such time that a capital
restructuring including the refinancing or repayment of the Credit
Agreements is finalized by the Borrower and the Lenders. Another
understanding would be that any accrued interest on any such support
shall not be payable until after such capital restructuring occurs. The
basic terms of the Loan, incIuding interest rate, term and maturity,
shall be as set forth on the attached Exhibit A.
This letter shall be governed by the laws of the State of Illinois
applicable to contracts made and to be performed entirely within such
State.
Very truly yours,
Xxxx Versand (GmbH & Co)
By: /s/ Xx. Xxxx By: /s/ Dr. Crusemann
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(Xx. Xxxx) (Dr. Crusemann)
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Vorstand
AGREED AND ACCEPTED:
DEUTSCHE BANK AG, New York Branch,
as Administrative Agent on behalf of the Lenders
By: /s/ Xxxx-Xxxxx Thiefe
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Xxxx-Xxxxx Thiefe
Director
By: /s/ Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx
Vice President
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Exhibit A
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General Terms of
Xxxx Versand (GmbH & Co) Line of Credit to Spiegel, Inc.
1. Liquidity support line of credit of up to $100 million to be made
available by Xxxx Versand to Spiegel
2. Line available until earlier of June 15,2002 or when Spiegel refinances
or repays the Credit Agreements
3. Interest rate set per Schedule III Pricing Grid to Credit Agreements
4. Interest accrues from funding date, but cannot be repaid until earlier
of June 15,2002 or when Spiegel refinances or repays the Credit
Agreements
5. First $50 million of outstanding principal cannot be repaid until capital
restructuring of Spiegel including the refinancing or repayment of the
Credit Agreements occurs
