EXHIBIT 10.31
BANK ONE, MICHIGAN, as Agent
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
January 15, 2000
Xxxxxxxx Corporation
Xxxxxxxx Hohe GmbH & Co. KG
Xxxxxxxx Euroglas Systems SARL
00 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Multicurrency Revolving Credit Loan Agreement dated as of
September 16, 1997, as amended (the "Loan Agreement") by
and among Xxxxxxxx Corporation (the "Company"), Xxxxxxxx
Hohe GmbH & Co. KG, the Borrowing Subsidiaries party
thereto (collectively with the Company, the "Borrowers"),
the Banks named therein (collectively, the "Banks" and
individually, a "Bank") and Bank One, Michigan, as agent
for the Banks, successor Agent to The First National Bank
of Chicago (in such capacity, the "Agent")
Ladies and Gentlemen:
The Company has requested that certain outstanding letters of credit
issued by Dresdner Bank AG ("Dresdner") and described on Schedule 1.1 attached
hereto (the "Dresdner LCs") be deemed to be "Facility Letters of Credit" under
the Loan Agreement and be subject to the terms and conditions, including
pricing, of the Loan Agreement. Each of the Banks hereby consents to such
request provided that the Loan Agreement is modified as described herein.
The Company and each of the Banks hereby agrees that the Loan Agreement
shall be amended as follows:
(a) The definition of "Issuer" in Section 1.1 of the Loan Agreement
shall be deleted and the following shall be inserted in place thereof:
"Issuer" means Bank One and, with respect to the Facility Letters of
Credit identified on Schedule 1.1, Dresdner Bank AG.
(b) Schedule 1.1 shall be added to the Loan Agreement in the form
attached hereto as Schedule 1.1.
In connection with such amendments, each of the undersigned
acknowledges and agrees that, as of and after the date hereof, the Dresdner LCs
shall be deemed to be "Facility Letters of Credit" under the Loan Agreement and
shall be subject to all of the terms and conditions of the Loan Agreement
including without limitation, the terms regarding fees set forth in Section
2.21.6 of the Loan Agreement, which fees shall be paid by the Borrower to the
Agent in accordance with Section 2.21.6 of the Loan Agreement.
In addition, Dresdner hereby: (a) accepts all of the rights and
responsibilities of an "Issuer" under the Loan Agreement with respect to the
Dresdner LCs, (b) agrees that any collateral or any other support provided to or
for the benefit of the Banks, for the pro-rata of the Banks, and (c) agrees that
any request for any extension of any Xxxxxxxx XX shall be forwarded immediately
to the Agent and any such request shall be subject to the satisfaction of the
conditions set forth in Section 2.21.1 of the Loan Agreement; provided, however,
that consent of the Banks shall not be required for any extension of the
Dresdner LCs so long as such conditions set forth in Section 2.21.1 of the Loan
Agreement are satisfied. To the extent Dresdner is acting as collateral agent
under clause (b) above, Dresdner shall have all of the rights, responsibilities,
indemnifications, waivers and be otherwise subject to the standards and terms
applicable to the "Agent" under Articles X and XI of the Loan Agreement.
The agreement of the Banks set forth herein shall not become binding on
the Banks until a duly authorized officer of the Borrowers and the Required
Banks shall have executed the counterpart of this letter and delivered such
counterpart to the Agent. Except as specifically modified above, the Loan
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed. The terms used but not defined herein shall
have their respective meanings ascribed thereto in the Loan Agreement. This
letter may be executed in any number of counterparts, and telecopied signatures
shall be valid and enforceable.
Very truly yours,
BANK ONE, MICHIGAN, Individually as a
Bank and as Agent
By: /s/ Xx X. Xxxxx
-----------------------------------
Its: Managing Director
------------------------------
DEUTSCHE GENOSSENSHAFT BANK,
CAYMAN ISLAND BRANCH
By: /s/ X. Xxxxx
--------------------------------------
X. Xxxxx
Its: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, Individually
And as Documentation Agent
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Its: Vice President
And by: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
Its: Vice President
SOCIETE GENERALE, CHICAGO BRANCH
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Its: Vice President
COMERICA BANK
By: /s/ Xxxx X Xxxxxxxx
--------------------------------------
Xxxx X. Xxxxxxxx
Its: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
Its: Vice President
BANK OF AMERICA, N.A.
By: /s/ illegible
--------------------------------------
Its: Principal
