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EXHIBIT 10.1
COMERICA BANK
September 29, 2000
Prestolite Electric Incorporated
2100 Commonwealth Boulevard
Suite 300
Ann Arbor, Michigan 48 105
Ladies and Gentlemen:
Reference is hereby made to the $5,000,000 Master Revolving Note dated
as of the date hereof (together with all amendments thereto, the "Note"), from
Prestolite Electric Incorporated ("Company") as maker to Comerica Bank ("Bank")
as payee. This letter, when signed by you. will constitute our agreement
concerning advances under the Note and the issuance of standby or commercial
letters of credit for the account of the Company. As used in this letter, the
term "Indebtedness" shall mean all indebtedness and any other obligations of the
Company to the Bank under or in respect of the Note, any letters of credit
issued pursuant to this letter. and all other indebtedness or obligations of the
Company to the Bank of any kind or nature whatsoever. whether now owing or
hereafter created, and whether absolute or contingent.
I. The Company and the Bank agree that so long as any Indebtedness
remains outstanding, the Company will furnish to the Bank:
(a) within ninety (90) days after and as of the end of each
fiscal year of Prestolite Electric Holding, Inc. ("PEJ"),
detailed consolidated financial statements of PEI and its
consolidated subsidiaries, audited and certified by
independent certified public accountants satisfactory to
Bank, and unaudited consolidating financial statements of
PET and its consolidated subsidiaries;
(h) within thirty (30) days after and as of the end of each
month other than December, and within sixty (60) days after
the end of each December, a consolidated balance sheet and
consolidated statement of profit and loss and surplus
reconciliation of Phi and its subsidiaries presented in the
form previously submitted to Bank, certified (upon request
of Bank) by an authorized officer of Company as being
correct and accurate to the best of his knowledge;
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Prestolite Electric Incorporated
September 29, 2000
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(c) within ninety (90) days after the beginning of each fiscal
year of PEI, financial projections for PET and subsidiaries
(on a month by month basis) for such fiscal year;
(d) such information as required by the terms and conditions of
any security agreements or advance formula agreements;
(e) simultaneously with the delivery of any financial statements
or reports, certificates, notices of default or other
material correspondence to the holders of any senior debt of
the Company, copies thereof; and
(f) promptly, and in form to he satisfactory to Bank. such other
information as Bank may reasonably request from time to
time.
2. In addition to advances under the Note, the Bank may issue. from
time to time until January 31, 2002, standby letters of credit for the account
of the Company in an aggregate face amount not to exceed $5,000,000; provided,
however, that the sum of the aggregate amount of advances outstanding under the
Note plus the aggregate face amount of all outstanding letters of credit issued
pursuant to this letter shall not exceed $5,000,000; provided further, that
except as described in the following proviso, no letter of credit shall, by its
terms, have an expiration date which extends beyond the earlier to occur of one
year after issuance or January 31, 2002 and provided further, that in the event
any letter of credit has an expiration date later than January 31, 2002, Company
shall deliver to Bank on demand cash collateral in an amount equal to the
maximum undrawn amount of such letter of credit. 1he issuance of any letters of
credit shall he subject to the terms and conditions of any letter of credit
applications and agreements executed and delivered by the Company to the Bank
with respect thereto. The Company shall pay to the Bank annually in advance a
fee of two percent (2%) per annum of the face amount of each such letter of
credit.
3. The Company agrees to pay to the Bank a commitment fee on the
average daily balance of the unused portion of the Note at the rate of
one-quarter of one percent (1/4%) per annum computed on the actual number of day
elapsed using the year of 360 days. The commitment fee shall be payable
quarterly in arrears on the first day of January. April, July and October,
commencing January 1,2001, and at the maturity of the Note, and shall be
non-refundable. For purposes calculating the commitment fee, the face amount of
all outstanding letters of credit issued pursuant to this letter shall be
considered to be outstanding advances under the Note.
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Prestolite Electric Incorporated
September 29, 2000
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4. Any default by the Company under this Agreement shall constitute a
Default under the Note.
If the foregoing clearly sets forth our understanding regarding these
matters, please sign this letter were indicated and return it to me.
Very truly yours,
/s/ Peggy A. Cummins
Peggy A. Cummins
First Vice President
Acknowledged and agreed to as of the date set
forth above:
PRESTOLITE ELECTRIC INCORPORATED
By: /s/ Kenneth C. Cornelius
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Its:
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By: /s/ Dennis P. Chelminski
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Its:
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REAFFIRMATION OF GUARANTY
The undersigned reaffirms and ratifies all of its obligations to the
Bank under or in respect of the Guaranty dated October 25. 1994, executed and
delivered by the undersigned to the Bank.
PRESTOLITE ELECTRIC HOLDING, INC.
By: /s/ Kenneth C. Cornelius
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Its:
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