EXHIBIT 10
XXXXX XXXXXX CORPORATION
THIRD AMENDMENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
This THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT
AGREEMENT (this "Amendment") is dated as of December 6, 1995
and entered into by and among XXXXX CORONA CORPORATION, a
Delaware corporation, as debtor and debtor-in-possession (the
"Borrower"), the several banks and other financial
institutions from time to time parties thereto (the
"Lenders") and CHEMICAL BANK, a New York banking corporation,
as agent for the Lenders (in such capacity, the "Agent"),
and, for purposes of Section 5 hereof, the Credit Support
Parties (as hereinafter defined) named on the signature pages
hereto, and is made with reference to that certain Debtor-In-
Possession Credit Agreement dated as of July 10, 1995, as
amended by that certain First Amendment to Debtor-in-
Possession Credit Agreement dated as of July 24, 1995 and
that certain Second Amendment to Debtor-in-Possession Credit
Agreement dated as of August 15, 1995 (as so amended, the
"Credit Agreement"), by and among the Borrower, the Lenders
and the Agent. Capitalized terms used herein without
definition shall have the same meanings herein as set forth
in the Credit Agreement.
RECITALS
WHEREAS, since the Borrower has determined to enter
into negotiations with potential purchasers of the Borrower
and to propose a plan of reorganization funded by such a
purchaser, on an expedited basis, the terms of the Credit
Agreement relating to the Business Plan and the Business Plan
Event are no longer relevant, and accordingly the Borrower,
Lenders and the Agent desire to amend the Credit Agreement as
provided herein;
WHEREAS, the Borrower has requested the Agent and
the Lenders to modify certain financial covenants in the
Credit Agreement and, subject to the terms and conditions
contained herein, the Agent and the Lenders are willing to
agree to such modification; and
WHEREAS, the Borrower has requested the Agent and
Lenders to amend certain provisions of the Credit Agreement
to permit SCC Singapore to enter into a credit facility with
OCBC Bank for the purpose of financing certain retrenchment
expenses of SCC Singapore;
NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained,
the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1: Definitions
A. Subsection 1.1 of the Credit Agreement is
hereby amended by deleting the definition of Business Plan
and Business Plan Event contained therein.
B. Subsection 1.1 of the Credit Agreement is
hereby amended by inserting the following definitions in
proper alphabetical order:
"`Lenders' Election': the election by the Agent,
with the consent, or at the request, of the Required Lenders,
in their sole and exclusive discretion, to terminate this
Agreement and demand that all Loans and all other amounts
owed under this Agreement (including without limitation the
L/C Obligations) be paid on the Termination Date."
"`OCBC Facility Letter' means that certain facility
letter from OCBC Bank dated October 17, 1995, as supplemented
by the facility letters dated October 27, 1995 and November
6, 1995, respectively, attached as Annex A to the Third
Amendment."
"`Singapore Factory' means the factory property of
SCC Singapore located at 0 Xxxxx Xxxxx Xxxx, Xxxxxxxxx
000000."
"`Third Amendment' means that certain Third
Amendment to Debtor-in-Possession Credit Agreement dated as
of December 6, 1995 by and among the Borrower, the Lenders
and the Agent."
C. The definition of "Termination Date" contained
in subsection 1.1 of the Credit Agreement is hereby amended
and restated as follows:
"`Termination Date': the earliest to occur of (i)
June 30, 1996, (ii) the date the Lenders elect to
terminate the Commitments pursuant to Section 7, (iii)
the date of prepayment in full by the Borrower of the
Loans and all other amounts owed under this Agreement
(including without limitation the L/C Obligations) and
termination of the Commitments in accordance with the
provisions of subsection 2.5, (iv) the effective date of
a plan of reorganization providing for the final payment
in full in cash on the effective date thereof of all
Loans and all other amounts owed under this Agreement
(including without limitation the L/C Obligations) and
(v) the sixtieth (60th) day following the date the Agent
provides the Borrower with notice of the exercise of the
Lenders' Election."
Section 1.2 Amendments to Section 6: Negative
Covenants
A. Subsection 6.1(a) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(a) Maximum Inventory. Permit the aggregate
amount of Inventory of the Borrower and its
Subsidiaries, calculated on a consolidated basis in
accordance with GAAP, as of the last day of any
Fiscal Month set forth below to be greater than the
corresponding amount set forth below:
Fiscal Month Amount
October 1995 $51,000,000
November 1995 48,000,000
December 1995 46,000,000
January 1996 44,000,000
February 1996 42,000,000
March 1996 41,000,000
April 1996 40,000,000
May 1996 40,000,000
June 1996 40,000,000"
B. Subsection 6.1(b) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(b) Maximum Cash Disbursements Permit the
aggregate amount of Cash disbursements, measured on
a consolidated basis for the Borrower and its
Subsidiaries, for the cumulative periods set forth
below to be greater than the corresponding amount
indicated below:
Period Amount
October 1 through October 31, 1995 $13,100,000
October 1 through November 30, 1995 24,000,000
October 1 through December 31, 1995 37,800,000"
C. Subsection 6.2 of the Credit Agreement is
hereby amended by (i) deleting the word "and" from the end
of clause (b) thereof, (ii) deleting the punctuation "." from
the end of clause (c) thereof and substituting "; and"
therefor, and (iii) adding the following clause (d) at the
end of such subsection:
"(d) SCC Singapore may become and remain liable
with respect to Indebtedness in an aggregate
principal amount not to exceed Singapore $14,000,000
incurred in accordance with the terms and provisions
of the OCBC Facility Letter; provided that all
proceeds of such Indebtedness are used in accordance
with the provisions of the OCBC Facility Letter."
D. Subsection 6.3 of the Credit Agreement is
hereby amended by (i) deleting the word "and" from the end of
clause (i) thereof, (ii) deleting the punctuation "." from
the end of clause (y) thereof and substituting "; and"
therefor, and (iii) adding the following clause (k) at the
end of such subsection:
"(k) Liens on the Singapore Factory to secure
Indebtedness permitted under subsection 6.2(d)."
E. Subsection 6.6 of the Credit Agreement is
hereby amended by (i) deleting the word "and" from the end of
clause (d) thereof, (ii) deleting the punctuation "." from
the end of clause (e) thereof and substituting "; and"
therefor, and (iii) adding the following clause (f) at the
end of such subsection:
"(f) the sale of the Singapore Factory; provided
that the proceeds of such sale are used first to repay
Indebtedness permitted under subsection 6.2(d) and then
to pay retrenchment costs of SCC Singapore and that the
balance of such proceeds, if any, shall be the property
of SCC Singapore and may be distributed to the Borrower
to be applied in accordance with the provisions of the
Credit Agreement."
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective
only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being
referred to herein as the "Third Amendment Effective Date"):
A. The Agent shall have received counterparts of
this Amendment executed by the Borrower, each Lender and the
Agent and written or telephonic notification of such
execution and authorization of delivery thereof.
B. The Bankruptcy Court shall have approved the
execution of this Amendment by the Borrower.
C. Any portion of the Prior Indebtedness for which
the Borrower has been billed but which has not heretofore
been paid shall have been paid.
Section 3. OTHER AGREEMENTS
Without limiting the provisions of subsection 5.15
or subsection 9.5 of the Credit Agreement, the Borrower
hereby agrees to pay all Prior Indebtedness owed by the
Borrower in respect of fees and expenses promptly upon
receipt.
Section 4. REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this
Amendment and to amend the Credit Agreement in the manner
provided herein, the Borrower represents and warrants to each
Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. The Borrower
has all requisite corporate power and authority to enter into
this Amendment and to carry out the transactions contemplated
by, and perform its obligations under, the Credit Agreement
as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and
delivery of this Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary
corporate action on the part of the Borrower.
C. No Conflict. The execution and delivery by the
Borrower of this Amendment and the performance by the
Borrower of the Amended Agreement do not and will not
(i) violate any provision of any law or any governmental rule
or regulation applicable to the Borrower or any of its
Subsidiaries, the Certificate or Articles of Incorporation or
Bylaws of the Borrower or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of
government binding on the Borrower or any of its
Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of the Borrower or
any of its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties
or assets of the Borrower or any of its Subsidiaries (other
than any Liens created under any of the Loan Documents in
favor of the Agent on behalf of the Lenders), or (iv) require
any approval of stockholders or any approval or consent of
any Person under any Contractual Obligation of the Borrower
or any of its Subsidiaries.
D. Governmental Consents. The execution and
delivery by the Borrower of this Amendment and the
performance by the Borrower of the Amended Agreement do not
and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by,
any federal, state or other governmental authority or
regulatory body.
E. Binding Obligation. This Amendment and the
Amended Agreement have been duly executed and delivered by
the Borrower and are the legally valid and binding
obligations of the Borrower, enforceable against the Borrower
in accordance with their respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to
enforceability.
F. Incorporation of Representations and Warranties
From Credit Agreement. The representations and warranties
contained in Section 3 of the Credit Agreement are and will
be true, correct and complete in all material respects on and
as of the Third Amendment Effective Date to the same extent
as though made on and as of that date, except to the extent
such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and
complete in all material respects on and as of such earlier
date.
G. Absence of Default. No event has occurred and
is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would
constitute a Default.
Section 5. ACKNOWLEDGEMENT AND CONSENT
The Borrower is a party to the Security Agreement
and the Borrower Pledge Agreement pursuant to which the
Borrower has created Liens in favor of the Agent on certain
Collateral to secure the Obligations. Each Subsidiary
Guarantor is party to the Subsidiary Guaranty pursuant to
which the Subsidiary Guarantors have guarantied the
Obligations. The Subsidiary Guarantors party to the
Guarantor Pledge Agreement have created Liens in favor of the
Agent to secure the obligations of such Subsidiary Guarantor
under the Subsidiary Guaranty. The Borrower and the
Subsidiary Guarantors are collectively referred to herein as
the "Credit Support Parties."
Each Credit Support Party hereby acknowledges that
it has reviewed the terms and provisions of the Credit
Agreement and this Amendment and consents to the amendment of
the Credit Agreement effected pursuant to this Amendment.
Each Credit Support Party hereby confirms that each
Collateral Document to which it is a party or otherwise bound
and all Collateral encumbered thereby will continue to
guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations,"
"Guarantied Obligations" and "Secured Obligations," as the
case may be (in each case as such terms are defined in the
applicable Collateral Document), including without limitation
the payment and performance of all such "Obligations,"
"Guarantied Obligations" or "Secured Obligations," as the
case may be, in respect of the Obligations of the Borrower
now or hereafter existing under or in respect of the Amended
Agreement and the Notes.
Each Credit Support Party acknowledges and agrees
that any of the Collateral Documents to which it is a party
or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit
Support Party represents and warrants that all repre-
sentations and warranties contained in the Amended Agreement
and the Collateral Documents to which it is a party or
otherwise bound are true, correct and complete in all
material respects on and as of the Third Amendment Effective
Date to the same extent as though made on and as of that
date, except to the extent such representations and
warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material
respects on and as of such earlier date.
Each Credit Support Party (other than the Borrower)
acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such
Credit Support Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the
amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any
future amendments to the Credit Agreement.
Section 6. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement
and the Other Loan Documents.
(i) On and after the Third Amendment Effective
Date, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of
like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and
be a reference to the Amended Agreement.
(ii) Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(iii) The execution, delivery and performance of
this Amendment shall not, except as expressly provided
herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of the
Agent or any Lender under, the Credit Agreement or any
of the other Loan Documents.
B. Fees and Expenses. The Borrower acknowledges
that all costs, fees and expenses as described in subsection
9.5 of the Credit Agreement incurred by Agent and its counsel
with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of
the Borrower.
C. Headings. Section and subsection headings in
this Amendment are included herein for convenience of
reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive
effect.
D. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first written above.
XXXXX XXXXXX CORPORATION,
as debtor and debtor-in-possession
By:
Title:
CHEMICAL BANK, as
Agent and as a Lender
By:
Title:
BANK OF AMERICA ILLINOIS
By:
Title:
SCM (UNITED KINGDOM) LIMITED,
(for purposes of Section 5
only) as a Credit Support Party
By:
Title:
XXXXX CORONA OVERSEAS
HOLDINGS, INC., (for purposes
of Section 5 only) as a Credit
Support Party
By:
Title:
XXXXX XXXXXX (UK), LIMITED,
(for purposes of Section 5
only) as a Credit Support Party
By:
Title:
ANNEX A
OCBC BANK
Our Ref: AOS/SC.LO
17 October 1995
XXXXX-XXXXXX PRIVATE LIMITED
0 Xxxxx Xxxxx Xxxx
Xxxxxxxxx 000000 CONFIDENTIAL
Attention: Xx. Xxxxxx X. Xxxxxxx, President & CEO, Xxxxx
Corona Corporation
Xx. X.X. Xxxx, Managing Director, Xxxxx-Xxxxxx
Private Limited
Dear Sirs:
We refer to your recent request and are pleased to advise you
that Oversea-Chinese Banking Corporation Limited (hereinafter
called "the Bank") is prepared, subject to satisfactory
completion of legal documentation and upon the following
terms and conditions, to grant to Xxxxx-Xxxxxx Private
Limited (hereinafter called "the borrower") an overdraft
facility of up to S$14 million (hereinafter called "the
facility") as follows:
Interest rate: 1% (one per cent) per annum
above the Bank's prime lending
rate. The Bank's current prime
lending rate is at 6% per
annum.
Facility
Expiry Date: The facility shall expire one
year from date of acceptance
but no later than 31 October
1996 or upon the completion of
the sale of the factory
building at 0 Xxxxx Xxxxx Xxxx
Xxxxxxxxx 000000, whichever is
earlier.
2 PURPOSE
The facility shall be for the sole purpose of
paying retrenchment benefits of up to S$12.4 million to the
borrower's employees and the remaining amount of S$1.6
million may be used to meet interest accruing up to a maximum
of one year.
3 SECURITY
The facility shall be secured by a first legal
mortgage over the factory building at 0 Xxxxx Xxxx Xxxxxxxxx
000000.
4 SPECIAL CONDITIONS
The facility is granted to the borrower subject
to the Bank receiving the following in a form and substance
satisfactory to the Bank:
a An acceptable United States legal
counsel's confirmation that the
creation of the first legal mortgage
over the factory building at 0 Xxxxx
Xxxxx Xxxx Xxxxxxxxx 000000 would not
be inconsistent with or negatively
affected by the provisions under
Chapter 11 of the Bankruptcy Laws of
the United States as applied to the
borrower's parent, Xxxxx Corona
Corporation.
b Receipt of a waiver from the existing
bankers of the borrower's parent, Xxxxx
Corona Corporation consenting to the
creation of the mortgage over the
factory building at 0 Xxxxx Xxxxx Xxxx
Xxxxxxxxx 000000.
c Approval from The Monetary Authority of
Singapore for the facility to be
extended in S$.
d An acceptable and independent auditor
certifying that the borrower is a going
concern on the day the mortgage is
executed and has the means to honour
all its obligations as and when they
fall due.
5 CONDITIONS PRECEDENT
The borrower's right to utilise the facility
and the obligation of the Bank to advance the same shall be
subject to the condition precedent that there shall have been
previously delivered to the Bank duly executed loan and
security documentation and the following documents in form
and substance satisfactory to the Bank:
I a Copy of the borrower's
Memorandum and Articles of
Association certified as a true
copy by the Director or
Secretary.
b Copy of Certificate of
Incorporation of the borrower
certified as true copy by the
Director or Secretary.
c Copy of the Board of Directors'
resolution of the borrower
certified as true copy by the
Chairman and/or Secretary duly
authorizing:
i the acceptance of the facility upon the terms and
conditions enumerated herein.
ii the appointment of an authorised signatory or
signatories to execute on behalf of the borrower all
legal documents, notices and any other documents
connected with the facility.
iii the affixing of the common seal to all documents, when
required, in accordance with the Memorandum and
Articles of Association of the borrower.
d Legal mortgage duly executed
and registered in favour of the
Bank with lodgment of Forms 33
and 34.
e Receipt of the United States
legal counsel's confirmation as
enumerated in paragraph 4(a)
above.
f Receipt of the waiver from the
bankers of Xxxxx Xxxxxx
Corporation as enumerated in
paragraph 4(b) above.
g Receipt of confirmation from an
acceptable and independent
auditor as enumerated in
paragraph 4(d) above.
h The duplicate of this letter
duly endorsed with the
borrower's acceptance.
i Any other documents that may be
required by the Bank from time
to time.
II Receipt of the approval from The
Monetary Authority of Singapore, as
enumerated in paragraph 4(c) above.
6 CONDITIONS
So long as the facility is available, the
borrower shall promptly advise the Bank of any material
adverse change in the condition (financial or otherwise) of
the borrower or of any subsidiary of the borrower and notify
the Bank of the institution of any litigation or proceedings
against the borrower or of any subsidiary before any court or
administrative agency which, in the opinion of the officers
of the borrower might materially affect the continued
operations or financial condition of the borrower. Such
advice or notice will be given to the Bank within seven (7)
days after the borrower has knowledge of the said change or
of proceedings and (in the latter case), the amount of
contingent liability if such amount is ascertainable.
7 You shall agree that the Bank shall have the
right to set-off and apply any credit balances including
fixed deposits with the Bank whether in Singapore Dollars or
in any other currency (whether or not then due) towards
payment of the moneys owing under the facility and the right
to withdraw such deposits so long as any moneys are
outstanding (including contingent liabilities) under the
facility.
8 Any goods and services tax or other levies
now or hereafter imposed by law (including but not limited to
the Goods and Services Tax Act 1993) or required to be paid
in respect of any moneys payable to or received or receivable
by the Bank or any expenses incurred by the Bank shall
(except to the extent prohibited by law) be borne and paid by
the borrower and the Bank will be entitled to debit the same
from the account(s) of the borrower.
9 All reasonable expenses including stamp duty
(whether as penalty of otherwise), legal administrative,
registration, execution fees and any other costs or charges
(including abortive costs) whether of the Bank or otherwise
and incurred or expended by the Bank in connection with the
facility whether the same is accepted or otherwise shall be
borne by the borrower.
10 The facility shall be subject to periodic
reviews and the sole discretion of the Bank to continue with
the same. Amounts borrowed under the facility are repayable
on demand.
11 The legal fees and all other expenses
incurred by the Bank in connection with the facility or in
making a demand or in enforcing or attempting to enforce the
Bank's rights in relation thereto whether under this letter
or otherwise shall be borne by the borrower on a full
indemnity basis.
12 GOVERNING LAW AND JURISDICTION
This letter and interpretation thereof shall
be governed by the laws of Singapore and the borrower
irrevocably submits to the non-exclusive jurisdiction of the
courts of Singapore.
13 If you are agreeable to the above terms and
conditions, kindly indicate acceptance by signing on the
duplicate of this letter and returning it by 31 October 1995
afterwhich date the offer contained herein shall lapse unless
an extension thereof has been requested for and agreed to by
the Bank.
14 We assure you of our best services at all
times.
Yours faithfully
for OVERSEA-CHINESE BANKING CORPORATION LIMITED
/s/ Xxxxxx Xxxx /s/ Xxxx Soon Yum
------------------ ------------------------
XXXXXX XXXX XXXX SOON YUM
VICE PRESIDENT SENIOR VICE PRESIDENT
CORPORATE BANKING DEPARTMENT
TO: OVERSEA-CHINESE BANKING CORPORATION LIMITED
I/We confirm acceptance of the facilities on the above
stipulated terms and conditions and hereby irrevocably give
permission to the Bank and its officers and employees in
Singapore to disclose at any time particulars of my/our
accounts with the Bank in Singapore to officers and employees
of the Bank and its branches, agencies and representative
officers outside Singapore and also irrevocably permit such
officers and employees of the Bank to disclose particulars of
my/our accounts with the Bank outside Singapore to its Head
Office and its officers and employees in Singapore.
I/We hereby irrevocably consent to the Bank and its officers
and agents disclosing to any guarantor(s), co-debtor(s), co-
mortgagor(s), joint holder(s), or any authority the moneys
and other particulars relating to my/our accounts with the
Bank.
/s/ X. X. Xxxxxxxx 10/11/95
--------------------------- ----------
Authorised Signatory/(ies) Date
for and on behalf of
XXXXX-XXXXXX PRIVATE LIMITED
OCBC BANK
Our Ref: AO14/(WP)XXXXX.LTR
6 November 1995
XXXXX-XXXXXX PRIVATE LIMITED
0 Xxxxx Xxxxx Xxxx
Xxxxxxxxx 000000 CONFIDENTIAL
Attention: Xx. Xxxxxx X. Xxxxxxx, President & CEO,
Xxxxx Corona Corporation
Xx. X.X. Xxxx, Managing Director, Xxxxx-
Xxxxxx Private Limited
Dear Sirs:
Re: Facility letters dated 17 October 1995 and 27 October
1995 to Xxxxx-Xxxxxx Private Limited
We refer to our facility letters dated 17
October 1995 and 27 October 1995 and your fax of 2 November
1995. We are pleased to advise that the Bank is agreeable to
amend paragraph 4(d) of the said facility letters which will
now read as follows:
4(d) - An updated statement of account
of this borrower as at 31
October 1995 by an acceptable
and independent auditor showing
that there is no significant
adverse changes to the
borrower's financial position
as compared to the management
accounts as at 30 September
1995 which was earlier
presented to the Bank.
Save for the aforesaid, all other terms and
conditions as enumerated in our facility letters dated 17
October 1995 and 27 October 1995 shall remain unchanged.
We would be pleased to be of assistance should you require
any further clarification.
Yours faithfully
for OVERSEA-CHINESE BANKING CORPORATION LIMITED
/s/ Xxxxxx Xxxx /s/ Xxxx Soon Yum
------------------ ------------------------
XXXXXX XXXX XXXX SOON YUM
VICE PRESIDENT SENIOR VICE PRESIDENT
CORPORATE BANKING DEPARTMENT
/s/ X. X. Xxxxxxxx
10/11/95
OCBC BANK
Our Ref: AO14/XXXXX.LO
27 October 1995
XXXXX-XXXXXX PRIVATE LIMITED
0 Xxxxx Xxxxx Xxxx Xx Xxx & Xxxx
Xxxxxxxxx 000000 CONFIDENTIAL
Attention: Xx. Xxxxxx X. Xxxxxxx, President & CEO,
Xxxxx Corona Corporation
Xx. X.X. Xxxx, Managing Director, Xxxxx-
Xxxxxx Private Limited
Dear Sirs:
Re: Facility letter dated 17 October 1995 to Xxxxx-Xxxxxx
Private Limited
We refer to our facility letter dated 17
October 1995 and your fax of 25 October 1995 and are pleased
to advise that the Bank is agreeable to amend paragraphs
4(d), 6 and 10 of our facility letter which will now read as
follows:
4(d) - An acceptable and independent
auditor certifying that the
borrower is solvent on the day
the mortgage is executed and
has the means to honour all its
obligations as and when they
fall due.
6 - So long as the facility is
available, the borrower shall
promptly advise the Bank of any
material adverse change of the
borrower, other than the
systematic winding-down of its
operations, and notify the Bank
of any litigation or
proceedings against the
borrower or of any subsidiary
before any court or
administrative agency. Such
advice or notice will be given
to the Bank within seven (7)
days after the borrower has
knowledge of the said
proceedings and the amount of
contingent liability if such
amount is ascertainable.
10 - The facility shall be subject
to periodic reviews and the
sole discretion of the Bank to
continue with the same.
Amounts borrowed under the
facility are repayable on
demand. In the event a demand
is made by the Bank, the Bank
shall proceed to enforce the
security as enumerated in
paragraph 3, for the repayment
of all outstanding under the
facility.
Save for the aforesaid, all other terms and
conditions as enumerated in our facility letter dated 17
October 1995 shall remain unchanged.
We would be pleased to be of assistance should you require
any further clarification.
Yours faithfully
for OVERSEA-CHINESE BANKING CORPORATION LIMITED
/s/ Xxxxxx Xxxx /s/ Xxxx Soon Yum
------------------ ------------------------
XXXXXX XXXX XXXX SOON YUM
VICE PRESIDENT SENIOR VICE PRESIDENT
CORPORATE BANKING DEPARTMENT
/s/ X. X. Xxxxxxxx
10/11/95
XXXXX XXXXXX CORPORATION
-------------------------------------------------------------
November 9, 1995
VIA FACSIMILE
Xx. Xxxxxx Xxxx
Vice President
Corporate Banking
Overseas-Chinese Banking Corporation Limited
00 Xxxxxx Xxxxxx
XXXX Xxxxxx
XXXXXXXXX 0104
Dear Xx. Xxxx:
I am in receipt of OCBC's Offer Letter dated October
17, 1995 regarding an overdraft facility for Xxxxx Corona
Private Limited, as well as your letters dated October 27,
1995 and November 6, 1995, which amended certain provisions
of the October 17, 1995 letter.
I am pleased to state that Xxxxx Xxxxxx Private
Limited will accept OCBC's Offer Letter, as amended. Signed
documents should be in your possession not later than Monday,
November 13, 1995. Additionally, I intend to authorize
Deloitte & Touche to begin their audit work the week of
November 13, 1995, and to authorize the Xxxx Partnership to
begin the required legal work.
I look forward to a continuing and prosperous
relationship.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
RFS/lmc
cc: X. Xxxxxxxx
X. Xxxxxx, Esq.
X. Xxxxxxxxxxx
X. X. Xxxx
