Exhibit 10.1
March 26, 2003
Xxxxx X. Friend
Vice President, CFO & Treasurer
Xxxxxx Xx.
00 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Dear Mr. Xxxxxx:
THIS LETTER SERVES AS AN ADDENDUM TO THE ENGAGEMENT LETTER DATED APRIL 29, 1998.
ALL PROVISIONS OF THAT LETTER REMAIN IN FORCE, UNLESS MODIFIED IN THIS LETTER.
This letter sets forth the agreement between PNC CAPITAL MARKETS, INC. ("PNCCM")
and XXXXXX CO. (the "Company" or "Xxxxxx") as to the terms and conditions of our
engagement (the "Engagement") to amend and arrange, the following facility (the
"Facility"): the $50,000,000 Receivables Purchase Agreement among the Company,
XXXXXX FUNDING CORPORATION (the "Seller"), PNC BANK, NATIONAL ASSOCIATION
("PNC"), and MARKET STREET FUNDING CORPORATION ("Market Street").
1. SERVICES TO BE PERFORMED BY PNCCM
a. PNCCM will assist the Company in amending the terms and
conditions of the Facility. Proposed terms and conditions of
the Facility as of the date hereof are outlined in the
attached Term Sheet.
2. EXPENSES AND COMPENSATION:
a. PNCCM shall be reimbursed from time to time upon request for
all expenses which it may incur while performing services
hereunder, including expenses incurred in connection with the
preparation and documentation for the Facility. These include
but are not limited to, audit services, due diligence
expenses, and outside legal counsel. Such reimbursement shall
not be contingent upon closing the amendments.
Xx. Xxxxx X. Friend
Page 2
b. In consideration for the services to be performed by PNCCM,
the following fees shall apply:
i. An Arrangement Fee of $75,000 payable to PNCCM upon
the closing of the amendments;
ii. A per annum Program Fee of 0.60% (UNCHANGED) payable
to Market Street on a monthly basis in arrears on the
average outstandings;
iii. A per annum Commitment Fee of 0.35% (REDUCED FROM
0.40%) payable to Market Street on a monthly basis in
arrears on the average unused portion of the
liquidity facility commitment (which is 102% of the
Facility amount).
If the foregoing accurately sets forth your understanding, please indicate your
acceptance thereof by signing this letter and returning it (fax a signed version
to Xxxx Xxxxxxxx at fax number 000-000-0000 and mail an original to Xxxx
Xxxxxxxx, PNC Capital Markets, Xxx XXX Xxxxx, 00xx Xxxxx, Xxxxxxxxxx, XX
00000-0000).
Sincerely, Agreed to and accepted:
PNC Capital Markets, Inc. Xxxxxx Co.
Signature: Signature:
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Name: Xxxx X. Xxxxxxxx Name: Xxxxx X. Friend
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Title: Managing Director Title: Vice President & CFO
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Date: March 26, 2003 Date:
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