Exhibit 10(ii)
[SUNTRUST BANK LETTERHEAD]
Xx. Xxxxxxx Xxxxx Xxxxxxx
Assistant Treasurer
Xxxxxx Corporation
0000 Xxxx XXXX Xxxxxxxxx
Xxxxxxxxx, XX 00000
May 8, 2002
Re: Credit Agreement (364-Day) in favor of Xxxxxx Corporation
Dear Xx. Xxxxxxx:
Reference is made to that certain Credit Agreement (364-Day), dated as
of May 10, 2001, among Xxxxxx Corporation, a Delaware corporation (the
"Borrower"), the several financial institutions from time to time party thereto
(each, a "Lender" and collectively, the "Lenders") and SunTrust Bank, as
administrative agent for such Lenders (in such capacity, the "Administrative
Agent") (the "Credit Agreement"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings given to such terms in the
Credit Agreement.
The Borrower has made a written request to the Administrative Agent and
each Lender, pursuant to Section 2.05 of the Credit Agreement, to extend the
current Maturity Date under the Credit Agreement (the "Current Maturity Date")
to the date that is 364 days after the Current Maturity Date, (the "New Maturity
Date") (such extension, the "Maturity Date Extension"). Lenders currently
holding in excess of 75% of the Aggregate Commitments have notified the
Administrative Agent, in accordance with Section 2.05 of the Credit Agreement,
of their agreement and consent to the Maturity Date Extension.
Assuming that there exists no Default or Event of Default on the
Current Maturity Date, and assuming that the Borrower has otherwise complied
with all other provisions of Section 2.05 of the Credit Agreement with respect
to the Maturity Date Extension, on May 8, 2002, the Current Maturity Date shall
be extended 364-days in accordance with Section 2.05 of the Credit Agreement and
the New Maturity Date shall occur on May 6, 2003.
Nothing herein shall be deemed to waive any rights or obligations of
the Administrative Agent, the Borrower or any Lender under the Credit Agreement
(including any such rights or obligations set forth in Sections 2.04, 2.05 and
10.07 of the Credit Agreement) with respect to the Maturity Date Extension.
Xx. Xxxxxxx Xxxxx Xxxxxxx
May 8, 2002
If the above reflects your understanding with respect to the
transactions described herein, we would appreciate your acknowledging this fact
by countersigning a copy of this letter on behalf of the Borrower and returning
it to the attention of the undersigned.
SUNTRUST BANK, as Administrative
Agent
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------
Title: Vice President
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ACKNOWLEDGED AND CONSENTED TO:
XXXXXX CORPORATION, as the
Borrower
By: /s/ Xxxxxxx Xxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxx Xxxxxxx
----------------------------
Title: Assistant Treasurer
---------------------------
cc: Each Lender party to the Credit
Agreement on the date hereof
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