EXHIBIT 10.1
June 25, 2003
Wachovia Bank, National Association
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Re: Credit and Security Agreement dated as of November 15, 2001,
among Xxxxxx & Xxxxx Corporation (the "Borrower"), the lenders
party thereto (the "Lenders"), and Wachovia Bank, National
Association (f/k/a Wachovia Bank, N.A.), as administrative
agent for the Lenders (the "Agent"), as amended by that
certain First Amendment to Credit and Security Agreement and
Agreement to Release, dated as of March 25, 2002, as further
amended by that certain Second Amendment to Credit and
Security Agreement, dated as of June 21, 2002, as further
amended by that certain Third Amendment to Credit and Security
Agreement, dated as of February 17, 2003, as further amended
by that certain Fourth Amendment to Credit and Security
Agreement dated as of May 15, 2003 (as the same may be further
amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement").
Ladies and Gentlemen:
Pursuant to Section 2.07 of the Credit Agreement, the Borrower hereby notifies
the Agent of the termination of the total amount of the Commitments (as defined
in the Credit Agreement), effective June 25, 2003. As of the date hereof, there
are no Loans (as defined in the Credit Agreement) and from and after the date
hereof, there shall be no Loans outstanding under the terms and conditions of
the Credit Agreement.
The Borrower acknowledges that it continues to be obligated to Wachovia Bank,
National Association (individually, and together with Wachovia Securities, Inc.,
collectively, "Wachovia") for obligations with respect to letters of credit
issued by Wachovia, for obligations relating to foreign exchange agreements and
for treasury management services, among other things.
The existing letters of credit issued by Wachovia under the terms and conditions
of the Credit Agreement will constitute a portion of the letter of credit
facility provided under the Borrower's new credit facility with Wachovia and a
syndicate of other banks (the
"New Facility). The letter of credit facility will be secured by the Collateral
which will secure the New Facility, and the existing Credit Agreement shall be
terminated. In addition, in the event that the New Facility does not become
effective on or prior to June 25, 2003, the Borrower agrees to pledge in favor
of Wachovia cash collateral equal to at least 105% of the outstanding Continuing
Obligations with respect to letters of credit, which pledge shall be made
pursuant to documents in form and substance reasonably satisfactory to Wachovia
in its sole discretion.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President-Treasurer
