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Exhibit (4)(k)
MANAGED ASSETS DEPARTMENT
One First National Plaza
Chicago, IL 60670-0631
Telephone: 312/000-0000
Fax: 312/000-0000
XXXXXXX X. XXXXXX
Vice President
December 23, 1998
National Auto Credit
00000 Xxxxxx Xxxx
Xxxxx, Xxxx 00000
Attention: Xxxxxx Xxxxxx
RE: FINAL PAYMENT AND TERMINATION OF CREDIT AGREEMENT AND
NOTE PURCHASE AGREEMENT
Dear Xx. Xxxxxx:
Upon receipt by the undersigned, as Collateral Agent under the hereinafter
described Security Agreement, of irrevocable payment of $500,189.90 plus
interest at the currently effective default rate equal to the Prime Rate plus 4%
from November 10, 1998 through the date of receipt of payment in a total amount
verified by Allstate Life Insurance Company ("Final Payment"), all obligations
of National Auto Credit, Inc. ("National"), as xxxxxxxx, and NAC, Inc. ("NAC")
and NAC Investment Company ("Investment"), as guarantors, under (i) that certain
Long Term Credit Agreement dated as of April 21, 1997 among National and the
Banks named therein (the "Credit Agreement"), (ii) that certain Note Purchase
Agreement dated as of April 21, 1997 among National and the Insurance Companies
named therein (the "Note Purchase Agreement"), (iii) those certain Guaranty
Agreements dated as of April 21, 1997 pursuant to which NAC and Investment
guaranteed the full and prompt payment of all obligations due to the Banks under
the Credit Agreement, (iv) those certain Guarantees dated as of April 21, 1997
pursuant to which NAC and Investment guaranteed the full and prompt payment of
all obligations due to the Insurance Companies under the Note Purchase
Agreement, (v) that certain Limited Term Extension dated as of February 13,
1998, as amended by the First, Second and Third Amendment to Limited Term
Extension, pursuant to which the Banks and Insurance Companies granted National
limited extensions of maturities (the "Extensions"), and (vi) that certain
Security Agreement dated as of May 29, 1998 pursuant to which National, NAC,
Investment and ARAC, Inc. granted in favor of the Collateral Agent a security
interest in the Collateral (as defined therein) (the "Security Agreement"),
shall be deemed satisfied and paid in full, and the Credit Agreement, the Note
Purchase Agreement, the Guaranty Agreements, the Guarantees, the Extensions and
the Security Agreement shall each be terminated, except that National shall
remain liable for only: (A) such reasonable fees and expenses of Sidley &
Austin, O'Melveny & Xxxxx LLP and Xxxxxxxx & Xxxxx, as counsel and financial
advisors to the
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Banks and Insurance Companies, as such firms promptly shall present to National
for payment and may set off against advances held by them; and (B) the
reimbursement obligation related to that certain letter of credit issued by NBD
Bank, which obligation shall remain outstanding until such time as the letter of
credit is drawn or expires by its terms. Said reimbursement obligation shall be
satisfied solely from the cash collateral held by NBD Bank. Upon expiration of
or final draw upon the letter of credit, any cash collateral held by NBD Bank in
excess of the reimbursement obligation promptly shall be returned to National.
National shall make the Final Payment by wire transfer of immediately available
funds to account No. 0000000 at the First National Bank of Chicago, ABA
#071-000013.
Promptly following receipt of Final Payment, the undersigned, as Collateral
Agent under the Security Agreement, shall execute and deliver the National UCC
termination statements evidencing the termination and release of the security
interest granted under the Security Agreement.
Promptly following receipt by them by their pro-rata share of the Final Payment,
each Bank and each Insurance Company shall surrender to National for
cancellation any note it may have in its possession under the Credit Agreement
or the Note Purchase Agreement.
The undersigned, as Collateral Agent, represents and warrants that it is duly
authorized to execute and deliver this letter by, and in so doing is acting with
the consent on behalf of, each Holder of Secured Obligations (as defined in the
Security Agreement).
Sincerely,
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Title:
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