Exhibit 10.1
October 23, 2007
JPMorgan Chase Bank, N.A.,
as Administrative Agent
JPMorgan Loan Services
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of May 1, 2006 (as
amended and in effect from time to time, the "Credit Agreement"), among
▇-▇▇▇-▇▇▇▇▇▇▇.▇▇▇, Inc. (the "Company"), the Subsidiary Borrowers party thereto
(together with the Company, the "Borrowers"), the Guarantors party thereto, the
Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
Terms defined in the Credit Agreement are used herein with the same meanings.
The Company hereby notifies the Administrative Agent pursuant to Section
2.08(c)(i) of the Credit Agreement with respect to a Revolving Credit Commitment
Increase of $15,000,000 (the "Revolving Credit Commitment Increase"), which
shall be effective on October 22, 2007 (the "Revolving Credit Commitment
Increase Date").
Each Lender whose name appears under the caption "Increasing Revolving
Credit Lenders" on the signature pages hereof agrees, by its execution and
delivery of this letter, with the Borrowers and the Administrative Agent that,
effective as of the Revolving Credit Commitment Increase Date, (a) the Revolving
Credit Commitment of such Lender shall be increased by an amount equal to the
amount set forth opposite its name on Schedule I hereto under the caption
"Revolving Credit Commitment Increase Amount" and, after giving effect to such
increase, such Lender shall have a total Revolving Credit Commitment equal to
the amount set forth opposite its name on Schedule I hereto under the caption
"Revolving Credit Commitment (as increased)" and (b) such Lender shall be an
Increasing Revolving Credit Lender and shall have all of the rights and
obligations of a Lender under the Credit Agreement in respect of its Revolving
Credit Commitment as so increased. In addition, each such Lender hereby (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements referred to in Section 6.01 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this letter; (ii) agrees that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents; and (iii) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Loan Documents as are delegated to
the Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto.
The Company hereby (a) certifies for purposes of Section 2.08(c)(ii) of the
Credit Agreement that the conditions with respect to the Revolving Credit
Commitment Increase have been satisfied (including, without limitation, the
penultimate sentence of said Section 2.08(c)(ii)) and (b) represents and
warrants that: (i) the Revolving Credit Commitment Increase has been duly
authorized by each Loan Party; (ii) this letter has been duly executed and
delivered by the Company; and (iii) each of this letter and the Credit Agreement
as modified hereby constitutes a legal, valid and binding obligation of each
Loan Party party hereto or thereto, enforceable against such Loan Party in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.
The effectiveness of the Revolving Credit Commitment Increase and the
obligation of each Increasing Revolving Credit Lender to provide its respective
portion of the Revolving Credit Commitment Increase are subject to the receipt
by the Administrative Agent of (a) one or more counterparts duly executed and
delivered by the Company and each Increasing Revolving Credit Lender, and
consented to (on the signature lines provided below) by the Administrative
Agent, each Issuing Lender and the Swingline Lender; and (b) such other
documents as the Administrative Agent may reasonably request pursuant to clause
(C) of the first sentence of Section 2.08(c)(ii) of the Credit Agreement.
Except as herein provided, the Credit Agreement shall remain unchanged and
in full force and effect. This letter may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement and any of the parties hereto may execute this letter by signing any
such counterpart. Delivery of an executed counterpart of this letter by
facsimile shall be effective as delivery of a manually executed counterpart of
this letter. This letter shall be governed by, and construed in accordance with,
the law of the State of New York.
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Very truly yours,
▇-▇▇▇-▇▇▇▇▇▇▇.▇▇▇, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer
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INCREASING REVOLVING CREDIT LENDERS
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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Accepted and Agreed this 22nd day of October, 2006:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Issuing Lender and Swingline Lender
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Issuing Lender
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
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Schedule I
Increasing Revolving Credit Lenders:
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Name of Lender Revolving Credit Commitment Revolving Credit Commitment (as
-------------- ---------------------------- -------------------------------
Increase Amount so increased)
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A $5,938,888.89 $19,550,000.00
Bank of America, N.A. $12,037.03 $9,169,444.44
Wachovia Bank, National Association $2,842,592.59 $12,000,000.00
North Fork Bank $2,842,592.59 $12,000,000.00
LaSalle Bank National Association $0 $5,555,555.56
HSBC Bank USA National Association $1,046,296.30 $6,000,000.00
KeyBank National Association $1,296,296.30 $6,000,000.00
Fifth Third Bank $1,021,296.30 $4,725,000.00
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TOTAL $15,000,000.00 $75,000,000.00
