EXHIBIT 10.24
AMENDMENT NO. 1 TO
LETTER AGREEMENT
THIS AMENDMENT NO. 1 TO LETTER AGREEMENT ("Amendment") is made as of July
26, 2001, by and between XXXXXX, INC., a Delaware corporation (the "Parent
Borrower") and BANK OF AMERICA, N.A., a national banking association (the
"Bank").
RECITALS
A. The Parent Borrower and the Bank are parties to that certain Letter
Agreement dated as of July 17, 2001 (the "Letter Agreement"), pursuant to which
the Bank has made a $26,000,000 uncommitted standard instrument credit facility
available to the Parent Borrower and certain designated subsidiaries of the
Parent Borrower.
B. The Parent Borrower has requested certain changes in the terms of the
Letter Agreement, and the Bank is willing to agree to those changes on the terms
and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties do hereby agree as follows:
1. Capitalized terms used but not defined in this Amendment shall have the
meanings given them in the Letter Agreement.
2. The third sentence of Section I.C(1) of the Letter Agreement is hereby
amended and restated in its entirety to read as follows:
"The Bank may, in its sole discretion (a) upon notice to Xxxxxx,
change the pricing offered under this Agreement at any time, and (b) with
respect to Standard Instruments that are requested by Borrowers domiciled
in jurisdictions where the then current pricing is (in the opinion of the
Bank) not available, or is otherwise not practicable, offer alternative
pricing that it deems appropriate for the relevant jurisdiction."
3. The Parent Borrower hereby represents and warrants to the Bank that:
(a) this Amendment has been duly authorized, executed and delivered on its
behalf, and the Letter Agreement, as amended hereby, constitutes its legal,
valid and binding obligation enforceable against it in accordance with its
terms, except as limited by: (i) the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments, or
similar debtor relief laws from time to time in effect affecting the rights of
creditors generally; and (ii) general principles of equity;
(b) the representations and warranties of Parent Borrower set forth in
SECTION III of the Letter Agreement (other than any representations and
warranties that relate exclusively to a prior date, which representations and
warranties were true and correct in all material respects as of such prior
date), are true and correct in all material respects on and as of the date
hereof with the same force and effect as if made on and as of such date; and
(c) no Default or Event of Default under the Letter Agreement has occurred
and is continuing or will result from the execution and delivery of this
Amendment.
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York. As expressly amended hereby, the Letter Agreement
is hereby ratified and confirmed and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers as of the date first written above.
XXXXXX, INC.
By:
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Title:
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BANK OF AMERICA, N.A.
By:
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Title:
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