March 3, 1997
Mr. and Mrs. Xxxxxxx Xxxxxx
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Mr. and Xxx. Xxxxxx:
Reference is made to the advised line of credit (the "Line of
Credit") in the amount of $100,000,000 that Xxxxxx Guaranty Trust
Company of New York ("Xxxxxx") has agreed to extend to you.
This is to confirm our agreement that:
- Subject to its availability, the Line of Credit may be
utilized by your obtaining loans thereunder, each in
principal amount of at least $500,000.
- You shall give Xxxxxx notice not later than (i) 12:00 p.m.
(New York City time) on the date of each Domestic Loan and
(ii) the third business day (as defined in the note
evidencing loans under the Line of Credit) before each
Eurodollar Loan specifying (a) the date of such Loan, (b)
the principal amount of such Loan, (c) whether the Loan is
to be a Domestic Loan or a Eurodollar Loan and (d) if a Loan
is a Eurodollar Loan, the duration of the interest period
elected with regard to the loan (one, three, six or twelve
months).
- Repayments of loans must be in the minimum amount of
$500,000.
- So long as you shall be indebted to Xxxxxx with regard to
any loans extended under the Line of Credit or the Line of
Credit shall be in existence:
- You shall maintain on deposit in your custody account
no. 89318 (the "Custody Account") at Xxxxxx Guaranty
collateral acceptable to Xxxxxx having a lending value,
as established by Xxxxxx in its sole discretion, at
least equal to your outstanding obligations with regard
to the Line of Credit.
- You shall furnish to Xxxxxx such information concerning
your financial condition as Xxxxxx shall reasonably
request, including but not limited to financial
statements on an annual basis.
- You shall not create any indebtedness to other than
Xxxxxx in addition to that shown on your financial
statement dated December 31, 1995 that you have
delivered to Xxxxxx other than (i) $1,000,000 in
aggregate indebtedness from time to time outstanding
and (ii) indebtedness secured by a residential mortgage
not exceeding $7,000,000 in aggregate amount.
- Shares of Xxxxxx & Noble, Inc. purchased using the
proceeds of the initial loan under the Line of Credit
shall be held in the Custody Account and shall be
registered for resale under the Securities Act of 1933
by not later than July 15, 1997.
- Loans under the Line of Credit shall be subject to Xxxxxx'x
demand and the demand tenor thereof shall not be affected by
this letter. The Line of Credit is not a committed lending
facility and its availability shall be subject to Xxxxxx'x
discretion.
Please confirm your agreement with the contents of this letter by
signing the enclosed copy of this letter in the space below and
returning it to the undersigned.
Very truly yours,
Xxxxxx Guaranty Trust Company
of New York
By: _________________________
Xxxxxxx Xxxxxxxx,
Vice President
Agreed to:
________________________
XXXXXXX XXXXXX
________________________
XXXXXX XXXXXX
