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EXHIBIT 10.11
SUPPLEMENT TO REVOLVING CREDIT AGREEMENT
This Supplement dated July 31, 2000 to the Revolving Credit Agreement
(the "Credit Agreement") dated as of October 19, 1999 among The Xxxxxx Group,
Inc., certain financial institutions, Bank of America, N.A., as the
Administrative Agent, Bank One, NA, as the syndication agent, Guaranty Federal
Bank F.S.B. and Bank United, as Co-Agents, Banc of America Securities LLC, Lead
Arranger and Lead Book Manager and Banc One Capital Markets, Inc. as the Co-Lead
Arranger and Co-Book Manager.
W I T N E S S E T H
WHEREAS, the Credit Agreement provides for an increase of the
Aggregate Commitment;
WHEREAS, Bank of America, N.A. ("Bank of America") wishes to
increase its Commitment by $25,000,000, causing the Aggregate Commitment to
equal $400 million;
NOW, THEREFORE, the Company, the Administrative Agent and Bank of
America agree as follows:
1. All capitalized terms used in this Supplement shall have the meanings
set forth in the Credit Agreement unless otherwise defined or the context
otherwise required.
2. The Aggregate Commitment is hereby increased to $400,000,000.
3. Annex I to the Credit Agreement is hereby amended to state as set
forth in the attached Annex I.
4. As provided in Section 2.10 of the Credit Agreement, the Company
agrees to reimburse each Bank for the amount of any loss or expense arising as a
result of the effectiveness of this Supplement during a LIBOR period and the
purchase and sale of portions of Loans upon such effectiveness.
5. This Supplement shall be governed by the internal laws of the State
of Illinois without regard to the conflicts of law provisions thereof.
6. As hereby supplemented, the Credit Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Supplement
this 31st day of July, 2000.
BANK OF AMERICA, N.A.,
as Administrative Agent and Bank
By: /s/ XXXXXX XXXXXXXX
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Title: VICE PRESIDENT
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THE XXXXXX GROUP, INC.
By: /s/ XXXXXX X. XXXX
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Title: VICE PRESIDENT AND TREASURER
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By: /s/ XXXXXX XXXXX
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Title: SENIOR VP AND CHIEF FINANCIAL
OFFICER
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ANNEX I
COMMITMENTS OF THE BANKS
BANK GROUP MEMBERS
BANK AMOUNT % SHARE
----------------------------- --------------- ---------------
Bank of America, N.A $100,000,000.00 25.000000000 %
Bank One, NA $ 75,000,000.00 18.750000000 %
Guaranty Federal Bank, F.S.B $ 50,000,000.00 12.500000000 %
Bank United $ 50,000,000.00 12.500000000 %
PNC Bank, National $ 30,000,000.00 7.5000000000 %
Association
Wachovia Bank, N.A $ 25,000,000.00 6.250000000 %
Fifth Third Bank $ 20,000,000.00 5.000000000 %
SunTrust Bank, Atlanta $ 20,000,000.00 5.000000000 %
Allfirst Bank $ 15,000,000.00 3.750000000 %
Comerica Bank $ 15,000,000.00 3.750000000 %
--------------- ---------------
$400,000,000.00 100%
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NOTE
$100,000,000 July 31, 2000
FOR VALUE RECEIVED, The Xxxxxx Group, Inc., a Maryland corporation (the
"Company"), promises to pay to the order of Bank of America, N.A. ("Bank") the
principal amount of ONE HUNDRED MILLION AND NO/100 DOLLARS ($100,000,000 ) or
such lesser aggregate amount of Loans as may be made pursuant to Bank's
Commitment under the Revolving Credit Agreement hereinafter described, payable
as hereinafter set forth. Company promises to pay interest on the principal
amount hereof remaining unpaid from time to time from the date hereof until the
date of payment in full, payable as hereinafter set forth.
Reference is made to the Revolving Credit Agreement of even date
herewith among Company and the Banks (the "Agreement"). Terms defined in the
Agreement and not otherwise defined herein are used herein with the meanings
defined for those terms in the Agreement. This is one of the Notes referred to
in the Agreement, and any holder hereof is entitled to all of the rights,
remedies, benefits and privileges provided for in the Agreement as originally
executed or as it may from time to time be supplemented, modified or amended.
The Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events upon the terms and
conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable as
provided in the Agreement and in any event on the Maturity Date.
Interest shall be payable on the outstanding daily unpaid principal
amount of each Loan hereunder from the date thereof until payment in full and
shall accrue and be payable at the rates and on the dates set forth in the
Agreement both before and after default and before and after maturity and
judgment.
Company hereby promises to pay all costs and expenses of any holder
hereof incurred in collecting the undersigned's obligations hereunder or in
enforcing or attempting to enforce any of any holder's rights hereunder,
including Attorney Costs, whether or not an action is filed in connection
therewith.
Company hereby waives presentment, demand for payment, dishonor, notice
of dishonor, protest, notice of protest and any other notice or formality, to
the fullest extent permitted by applicable laws.
This note is a replacement for a note dated October 19, 1999 and shall
continue to evidence the indebtedness thereunder
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This Note shall be delivered to and accepted by Bank in the State of
Illinois, and shall be governed by, and construed and enforced in accordance
with, the internal Laws thereof without regard to the choice of law provisions
thereof.
THE XXXXXX GROUP, INC.
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx Vice President & Treasurer
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[Printed Name and Title]
