EXHIBIT 10.35
FEE LETTER
November 22, 1994
Wigs by Xxxxx, Inc.
00 Xxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Wigs by Xxxxx, Inc.
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Ladies and Gentlemen:
This letter sets forth certain fees payable by Wigs by Xxxxx, Inc. (the
"Borrower") in connection with the financing being provided pursuant to the
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Credit Agreement dated the date hereof (the "Credit Agreement") among the
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Borrower, certain Banks named therein and Banque Nationale de Paris, New York
Branch, as agent (the "Agent") for the Lenders (as defined therein). Terms
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defined in the Credit Agreement are used herein as therein defined. By entering
into the Credit Agreement, you agree to pay the nonrefundable fees set forth in
this letter in accordance with its terms and to abide by the other terms and
conditions hereof. The terms and provisions of this letter shall supersede the
terms and provisions of the Commitment Letter relating to the fees provided for
herein.
Annual Loan
Monitoring Fee: The Borrower shall pay to the Agent for its own account
a load monitoring fee of $50,000 per annum, payable in
advance on the date hereof and on each subsequent
anniversary of the date hereof occurring prior to the
Termination Date.
Facility Fee: The Borrower shall pay to the Agent for its own account
on the date hereof a Facility Fee equal to $520,000.
Commitment Fee: The Borrower shall pay to the Agent for its own account
a Commitment Fee on the $16,000,000 commitment of the
Agent from October 20, 1994 through the date hereof at
the rate of 1/2 of 1% per annum, payable on the date
hereof.
Additional Fee: The Borrower shall pay to the Agent for its own account
an additional fee of $1,000,000 on the fifth anniversary
of the date hereof, unless at any time prior thereto an
Acceleration Event shall have occurred, in which case
the Borrower shall within the Applicable Period
following the occurrence of such Acceleration Event, pay
to the Agent for its own account (in lieu of such
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additional fee of $1,000,000) the amount set forth below
opposite the date such Acceleration Event occurs:
Date of Acceleration Event Additional Fee
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From the date hereof until the first
anniversary of the date hereof $450,000 11/95
From the first anniversary of the date
hereof until the second anniversary of
the date hereof $625,000 11/96
From the second anniversary of the date
hereof until the third anniversary of the
date hereof $775,000 11/97
From the third anniversary of the date
hereof until the fourth anniversary of the
date hereof $937,500 11/98
On and after the fourth anniversary of
the date hereof. $1,000,000 11/98
Acceleration
Event: For purposes of this fee letter. "Acceleration Event" shall mean
the earliest to occur of either of the following events:
(a) a Change of Control (as hereinafter defined):
(b) the occurrence of the Termination Date prior to May 22,
1999.
Applicable
Period: For purposes of this fee letter, "Applicable Period" shall mean:
(a) in the event that an Acceleration Event is occasioned by the
occurrence of the Termination Date as a result of a mandatory
commitment reduction pursuant to Section 2.05(b) of the Credit
Agreement, 6 months; and
(b) in all other cases, 30 days.
Change of
Control: For purposes of this fee letter, "Change of Control" shall mean
the occurrence of any Event of Default under the provisions of
Section 6.01(l) of the Credit Agreement.
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If the Agent in its sole discretion elects to do so, the Agent may allocate the
foregoing fees to the Lenders in such relative amounts as the Agent may
determine.
You agree that this letter is for your confidential use only and will
not be disclosed by you to any person other than your accountants, attorneys and
other advisors, and then only in connection with the Transaction and on a
confidential basis, except that you may make such disclosure of the aggregate
amount of fees payable pursuant to this letter as you are required by law, in
the opinion of your counsel, to make. You also agree that this letter shall be
binding on your successors and assigns to the extent permitted by the Credit
Agreement.
Please evidence your receipt of this letter by signing the enclosed copy
of this letter and returning it to the undersigned.
Very truly yours,
BANQUE NATIONALE DE PARIS,
NEW YORK BRANCH
By /s/ Xxxxxxxxxxx X. Xxxxx
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Title: Vice President
By /s/ Xxxx Xxxxxxxxx
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Title:
RECEIPT ACKNOWLEDGED:
WIGS BY XXXXX, INC.
By /s/ Xxxxxx Xxxx
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Title:
