EXHIBIT 10.18
SUBORDINATED CREDITOR CONSENT
June 12, 1997
Reliance Insurance Company
Park Avenue Plaza
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
RE: Xxxxxx Xxxxxx Consulting, Inc.
Ladies and Gentlemen:
We refer to the Intercreditor and Subordination Agreement, dated as of
May 25, 1995 (the "Intercreditor Agreement"), by and among State Street Bank and
Trust Company (the "Bank"), RCG International, Inc. ("RCG") and Xxxxxx Bailly
Consulting, Inc. (the "Company"). The rights and obligations of RCG in respect
of the Intercreditor Agreement and the Subordinated Indebtedness referred to
therein were transferred and assigned to Reliance Insurance Company (the
"Subordinated Creditor"). Unless otherwise indicated, capitalized terms used
herein without definition which are defined in the Intercreditor Agreement shall
have the respective meanings ascribed to them therein.
The Bank and the Company propose to increase the amount of the Bank's
revolving credit to the Company by $1,500,000 pursuant to an Amendment to Credit
Agreement in substantially the form attached hereto as Exhibit A. As a result of
the foregoing, the aggregate amount of Senior Indebtedness outstanding (without
giving effect to reductions in the principal amount of the Term Loan) may
increase by $1,500,000 ("Increased Senior Indebtedness").
The Bank and the Company hereby request that the Subordinated Creditor
consent to the aforesaid Increased Senior Indebtedness in accordance with
section 8 of the Intercreditor Agreement. The Subordinated Creditor hereby
consents to the Increased Senior Indebtedness.
It is a condition precedent to the effectiveness of this consent that
(a) the Subordinated Creditor shall have received $25,000 as a consent fee, (b)
the interest rate payable on the Subordinated Indebtedness shall be increased
from 9.5% to 11.5% for such period as any amount of Increased Senior
Indebtedness is outstanding and (c) the Bank shall have consented to both of the
foregoing.
If the foregoing is acceptable, please evidence your consent thereto in
the appropriate spaces set forth below.
Very truly yours,
STATE STREET BANK AND TRUST XXXXXX XXXXXX CONSULTING, INC.
COMPANY
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxx X. Xxxxxxx (Title) Xxxxxx X. Xxxxx CFO (Title)
Vice President
RELIANCE INSURANCE COMPANY
By: /s/ Ben Chinoc
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Ben Chinoc (Title)
Vice President
