EXHIBIT 10.8
BT HOLDINGS (NY), INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
As of June 30, 2001
FrontLine Capital Group
00 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Amended and Restated Revolving Line of Credit
Agreement dated September 11, 2000 (as the same
may be amended or otherwise modified from time to
time, the "Agreement")
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Gentlemen:
Reference is hereby made to the Agreement. With respect to the Agreement
and the Loan Documents, BT Holdings (NY), Inc. has succeeded to the interests of
Bankers Trust Company. Accordingly, BT Holdings (NY), Inc. is now the "Bank."
All capitalized terms used herein without definition and which are defined in
the Agreement are used herein with the meanings assigned to such terms in the
Agreement. Bank and Borrower hereby agree as follows:
1. With respect to the Agreement, the parties hereby agree as follows:
(a) The number "3.75" in Section 1 and Section 5(g) of the Agreement
is amended to be "9.36" with respect to calculations of the Total Leverage Ratio
made as of June 30, 2001.
(b) The number "3.75" in Section 1 and Section 5(g) of the Agreement
is amended to be "35.49" with respect to calculations of the Total Leverage
Ratio made during the period starting July 1, 2001 and ending on September 11,
2001.
(c) All references in the Agreement to the Workplaces Credit Agreement
shall mean the Workplaces Credit Agreement, as the same is modified through the
date of that certain Third Amendment and Agreement, dated as of June 29, 2001,
among HQ Global Holdings, Inc., a Delaware corporation, HQ Global Workplaces,
Inc., a Delaware corporation, certain Banks party to the Workplaces Credit
Agreement, ING (U.S.) Capital LLC, as managing agent, Bankers Trust Company, as
syndication agent and co-arranger, Citicorp Real Estate, Inc., as documentation
agent and co-arranger and BNP Paribas (f/k/a Paribas), as administrative agent
and arranger, except that the reference to the Workplaces Credit Agreement (x)
on the first line of
Section 5(i) of the Agreement shall be deemed to be a reference to the
Workplaces Credit Agreement as modified through the date of such Third Amendment
and Agreement, and (y) on the second line of Section 5(i) of the Agreement shall
continue to be a reference to the Workplaces Credit Agreement as from time to
time in effect.
2. The Bank hereby consents to the Third Amendment and Agreement referred
to in the preceding paragraph.
3. Borrower represents, warrants and covenants that as of the date hereof
Borrower has no claims, counterclaims, defenses or offsets relating to (a) its
obligation to pay any sums due under the Loan Documents (and, to the extent any
claim, counterclaim, defense or offset exists without its knowledge, the same is
hereby waived to the fullest extent allowed by law) or (b) any act or omission
of Bank (or its predecessors) or any officer, director, participant, attorney,
agent or representative of Bank (or its predecessors).
4. All of the terms, conditions and covenants contained in the Loan
Documents, as modified hereby, are hereby ratified and confirmed in all respects
(it being understood and agreed that any representation and/or warranty which by
its terms is made as of a specified date, shall be true and correct in all
material respects only as of such specified date).
5. This letter, together with the Loan Documents, constitute the entire
agreement between the parties hereto with respect to the matters stated herein
and may not be amended or modified unless such amendment or modification shall
be in writing and signed by the parties against whom enforcement is sought.
6. The terms and covenants and conditions contained in this letter shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
7. The reasonable legal fees and disbursements of counsel to Bank
incurred in connection with the execution and delivery of this letter shall be
paid by Borrower promptly following the execution and delivery hereof.
If the foregoing is acceptable to you, please so indicate by
signing this letter where indicated below.
BT HOLDINGS (NY), INC.
By:
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Name:
Title:
Agreed and Accepted:
FRONTLINE CAPITAL GROUP
By:
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Name:
Title
