Sears Xxxxxxx Acceptance Corp. Exhibit 4(kk)
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
October 30, 1998
Huntington Banks
Vice President
Global Services
The Huntington National Bank
0000 Xxxxxxxx Xxxxx
Xxxxx X
Xxxxxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxxx X. Xxxxxx, CCM
Xxxxxx Guaranty Trust Company of New York,
as Agent
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention- Xx. Xxxx Xxxxxxx
Ladies and Gentlemen:
Each of Sears Xxxxxxx Acceptance Corp. (the "Borrower") and The Huntington
National Bank (the "New Bank") refers to the Amended and Restated Credit
Agreement (the "Credit Agreement") dated as of April 28, 1997 and as amended
to date among the Borrower, the Banks parties thereto, the Senior Managing
Agent, Managing Agents, Co-Arrangers, Co-Agents and Lead Managers referred to
therein, and Xxxxxx Guaranty Trust Company of New York, as Agent, and to the
provisions of Section 2.17 of the Credit Agreement ("Section 2.17") providing
for an increase of the aggregate amount of the Commitments at the option of
the Borrower. This letter (the "Letter") is being delivered in satisfaction
of the requirement in Section 2.17 that the Borrower and the New Bank deliver
an instrument in form satisfactory to the Agent with respect to any increase
of Commitments thereunder. Capitalized terms used but not defined herein are
used as defined in the Credit Agreement.
1. The Borrower hereby designates the New Bank to become a Bank under
the Credit Agreement with a Commitment of $60,000,000 (the "New
Commitment Amount") and with a Termination Date of April 22, 2003 (the
"New Termination Date"). The New Bank hereby accepts such designation
and agrees, upon the effectiveness of this Letter as provided in Section
4 below, to be a Bank in all respects, and to have all of the rights and
be obligated to perform the obligations of a Bank, under the Credit
Agreement, with a Commitment equal to the New Commitment Amount and a
Termination Date initially of the New Termination Date.
2. The Borrower represents and warrants that:
(a) on and as of the date hereof, and after giving effect to the
increase in Commitments contemplated by this Letter, (i) no Default
has occurred and is continuing and (ii) each of the representations
and warranties of the Borrower in the Credit Agreement is true and
correct in all material respects;
(b) no Commitment of any Bank shall exceed, as a result of such
increase provided by this Letter,10% of the aggregate amount of the
Commitments (after giving effect to such increase); and
(c) the amount of the increase provided by this Letter is the first
increase in the aggregate amount of the Commitments pursuant to
Section 2.17; accordingly, the aggregate amount of all increases in
the Commitments pursuant to Section 2.17 since the date of the Credit
Agreement does not exceed $1,250,000,000.
New Bank
3. The Assignee represents to the Borrower and the Agent that it is not
a Non-U.S. Bank.
4. This Letter (i) shall be governed by and construed in accordance
with the laws of the State of New York, (ii) may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the
same instrument and (iii) shall become effective as of October 30,
1998, provided that on or prior to such date the Agent shall have
received from each of the Borrower and the New Bank and the Agent a
counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Agent) that such
party has signed a counterpart hereof. The execution of a
counterpart hereof by the Agent shall constitute the Agent's prior
written consent to the designation of the New Bank as a Bank.
Very truly yours,
SEARS XXXXXXX ACCEPTANCE CORP.
By /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President, Finance
THE HUNTINGTON NATIONAL BANK
By /s/Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Sr. Vice President
Consented to as of the date first written above:
XXXXXX XXXXXXXX TRUST COMPANY OF NEW YORK,
AS AGENT
By /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
By /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
