Exhibit 10.27
LINE OF CREDIT AGREEMENT
Between
Xxxx Versand (GmBH & Co)
-lender-
and
Spiegel, Inc.
-borrower-
This Line of Credit Agreement amends and restates that certain Line
of Credit Agreement entered into by lender and borrower, dated
September 17, 2001.
1. LINE OF CREDIT AMOUNT
The lender shall make available a line of credit, until the earlier of
(a) June 15, 2002, and (b) the date of borrower's refinancing or,
repayment of the Second Amended and Restated Revolving Credit
Agreement, dated as of June 30, 2000, as amended, between borrower and
Deutsche Bank AG New York Branch, as Administrative Agent (the
"Revolver"), (the "Line of Credit Period"), to the borrower for
periodic drawdown borrowings (each a "loan") in increments of US$5
million. Each loan shall be requested in writing at least three days
prior to the funding date. The total aggregate of all loans
(exclusive of any accrued interest) shall not exceed the maximum line
of credit amount of:
US $100,000,000
2. PERIOD OF INTEREST
The value date for the period of interest begins on the actual date of
funding for each loan transmitted to the borrower.
3. INTEREST RATE
Each loan will be charged at an interest rate based upon those rates
specified under Schedule III, Pricing Grid, to the Revolver.
Interest will be calculated on the basis of a 360 day year.
4. COST PAYMENT
All the costs of transmission both ways are to be paid by borrower.
5. REPAYMENT
The maturity date for repayment of the first $5O million of any
principal balance outstanding for all loans hereunder shall not be due
and payable until such time that a capital restructuring including the
refinancing or repayment of the Revolver is finalized by the
borrower. Any principal amount above $50 million may be repaid
anytime during the Line of Credit Period. Payment of interest on any
outstanding balance shall accrue, but shall not be payable or be
repaid, until the expiration of the Line of Credit Period.
Hamburg, the 9th of November, 2001 Downers Grove, the 9th of November, 2001
Xxxx Versand (GmbH & Co) Spiegel, Inc.
/s/ Dr. Crusemann /s/ Xxxxxx /s/ Xxxxxxxxx /s/ Xxxxxx
(Xx. Xxxxxxxxx (Xxxxxx) (Xxxxxxxxx) (Xxxxxx)
PROMISSORY NOTE
---------------
US $100,000,000.00
November 9, 2001
For Value Received, SPIEGEL, INC. ("Maker") promises to pay to the
order of Xxxx Versand (GmbH & Co) ("Lender") the principal sum of up to One
Hundred Million Dollars (US $100,000,000.00), or such lesser amount as shall
equal the aggregate unpaid principal amount of loans advanced by Lender to
Maker, plus interest at a rate based upon such rates as referred to in the Line
of Credit Agreement between Maker and Lender, dated as the date hereof, on the
outstanding principal balance of any loans made by Lender pursuant to said Line
of Credit Agreement, payable in accordance with the terms stipulated in said
Line of Credit Agreement. Such interest shall be calculated on the basis of a
360 day year for the actual days elapsed.
Maker waives presentment, demand, protest, notice of protest and any
other notices of any kind in connection with this Note.
SPIEGEL, INC.
By: /s/
__________________________
Title: Treasurer
