Exhibit 10.31
Letter of Direction
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February 28, 2002
▇▇▇▇-▇▇▇▇▇▇▇ Finance G.m.b.H. & Co. KG
CURA Vermogensverwaltung GmbH
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Re: Line of Credit Agreement dated September 17, 2003, as amended November
9, 2001, between Spiegel, Inc, and ▇▇▇▇ Versand (GmbH & Co) in the
principal amount of US $100,000,000 (the "Credit Agreement")
Gentlemen:
Reference is made to the ▇▇▇▇▇▇ Agreement. The undersigned has executed and
delivered as of the date of this letter, two notes made payable to you In the
total principal amount of US $100,000,000. You are hereby authorized and
directed to disburse the proceeds of the loan evidenced by said notes in the
amount of US $100,000,000 directly to ▇▇▇▇ Versand (GmbH & Co) as payment in
full of the outstanding principal balance under the Credit Agreement. The
undersigned will pay directly to ▇▇▇▇ Versand (GmbH & Co) all accrued and unpaid
interest due Under the Credit Agreement.
Spiegel, Inc.
By: /s/
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Its: CEO
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