EXHIBIT 10.10
May 26, 2000
Standard Insurance Company
0000 X.X. 0xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
To Whom It May Concern:
Xxxxx Fargo Bank, National Association ("Bank") has made a $10,000,000.00
line of credit ("Line of Credit") available to Standard Insurance Company
("Borrower"), pursuant to the terms and conditions of the letter loan agreement
between Borrower and Bank dated May 28, 1999 (the "Letter Agreement") and
related loan documents (collectively, "Loan Documents"). The Loan Documents
include, without limitation, the Revolving Credit Note dated May 28, 1999, in
the principal amount of $10,000,000.00, executed by Borrower in favor of Bank
("Note"). Except as otherwise defined herein, all capitalized terms used herein
shall have the meanings as defined in the Note.
The Line of Credit matured on May 26, 2000, and Borrower has requested an
extension thereof. This letter will confirm the following agreement between Bank
and Borrower:
1. The maturity date of the Line of Credit is hereby extended from May
26, 2000 to August 15, 2000. The Letter Agreement and the Note shall be deemed
amended hereby to provide for such change in the maturity date of the Line of
Credit.
2. The provision in the Letter Agreement which required Borrower to
perform certain acts to ensure that Borrower and its customers, suppliers and
vendors would become Year 2000 Compliant shall be deemed deleted hereby.
3. It is a condition precedent to the extension granted hereunder and the
effectiveness hereof that on or before June 1, 2000 or such later date as may be
approved by Bank, this letter or a copy hereof is executed by Borrower and
delivered to Bank.
4. Except as expressly provided herein, all terms and provisions of the
Letter Agreement, the Note and the other Loan Documents shall continue in full
force and effect, without waiver or modification.
5. By entering into this letter:
(a) As of the date hereof, Borrower hereby remakes all representations and
warranties contained in the Loan Documents and reaffirms all covenants set forth
therein, as same are amended hereby.
(b) As of the date hereof, Borrower hereby represents and warrants to Bank
that there exists no event of default as defined in any of the Loan Documents,
as same are amended hereby, nor any act, condition or event which with the
giving of notice or the passage of time or both would constitute any such event
of default.
Standard Insurance Company
May 26, 2000
Page 2
6. This letter constitutes the entire agreement between Bank and Borrower
with respect to the extension granted hereunder; and supersedes all prior
negotiations, discussions and correspondence concerning the subject matter
hereof.
7. The agreements set forth herein are entered into for the sole
protection and benefit of Bank and Borrower, and their respective permitted
successors and assigns, and no other person or entity shall be a third party
beneficiary of the agreements herein.
8. This letter shall be binding upon and inure to the benefit of the
successors and assigns of the parties; provided however that Borrower may not
assign or transfer its interest under the Loan Documents without the prior
written consent of Bank.
9. Borrower acknowledges that Bank has not committed or agreed to extend
the maturity date of the Line of Credit beyond August 15, 2000.
Please arrange to have this letter or a copy hereof executed and returned
to the Bank in accordance with the foregoing. This letter may be executed in
counterparts, each of which shall be deemed an original, and all of which when
taken together shall be deemed one agreement.
Sincerely,
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxx
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Title: Assistant Vice President
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Acknowledged and agreed to by the undersigned Borrower:
STANDARD INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Title: Senior Vice President & Chief Financial Officer
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By: /s/ Xxxxx X. XxXxxx
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Title: Assistant Vice President, Controller & Treasurer
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