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Exhibit 10.25
BERKSHIRE FUND IV, LIMITED PARTNERSHIP
BERKSHIRE FUND V, LIMITED PARTNERSHIP
ONE BOSTON PLACE, SUITE 3300
BOSTON, MA 02108
MAY 7, 2001
The Holmes Group, Inc.
233 Fortune Boulevard
Milford, MA 01757
Attn: Ira B. Morgenstern, Senior Vice President - Finance
Re: Fees for Berkshire Guaranty
Dear Mr. Morgenstern:
As you know, The Holmes Group, Inc. (the "Company") and certain of its
subsidiaries (collectively, the "Borrowers") are today preparing to enter into a
Fourth Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement and Limited Waiver (the "Fourth Amendment"), for the purpose of
amending certain provisions of the Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of February 5, 1999 (as previously amended and as
amended by the Fourth Amendment, the "Credit Agreement"), by and among the
Borrowers and certain Banks and Agents specified therein. Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Credit Agreement.
The Fourth Amendment, inter alia, establishes a new Total Revolving B
Commitment of $40,000,000 for the benefit of the Borrowers. As a condition
precedent to the effectiveness of the Total Revolving B Commitment, the
Revolving B Banks have required that Berkshire Fund IV, Limited Partnership
("Berkshire IV") and Berkshire Fund V, Limited Partnership ("Berkshire V", and
together with Berkshire IV, "Berkshire") execute and deliver a Guaranty (the
"Guaranty") for the ratable benefit of the Revolving B Banks, which provides
that each of Berkshire IV and Berkshire V, under certain specified
circumstances, will guaranty the payment by the Borrowers when due (whether at
maturity, by acceleration or otherwise) of a maximum of $21,750,000 of principal
and interest indebtedness owing under outstanding Revolving Credit B Loans made
to the Borrowers. A copy of the form of Guaranty is attached to this letter as
Exhibit A.
We have indicated to you that, in order to preserve and enhance its
existing investment as the majority stockholder in the Company, Berkshire is
prepared to execute and deliver the Guaranty, subject to reaching an
understanding with the Company and each of the subsidiaries of the Company which
is a Domestic Subsidiary (together, the "Holmes Obligors") regarding the fees to
be received by Berkshire in consideration of its willingness to enter into and
perform the Guaranty, as well as the reimbursement to Berkshire of all amounts
which may be required to be paid pursuant to the Guaranty. The purpose of this
letter is to set forth our mutual agreement with respect to those
understandings.
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Specifically, Berkshire requests that each of the Holmes Obligors expresses
its agreement with Berkshire as follows:
1. Upon execution of the Guaranty by Berkshire on the date hereof, the Holmes
Obligors will become obligated to pay to Berkshire an initial Guaranty fee
equal to 2.75% of the Revolving B Commitment, or $1,100,000. The foregoing
fee will constitute compensation for Berkshire for the first year, or any
part thereof, of its Guaranty, and shall be deemed earned in full on the
date hereof. If the underlying Revolving B Commitment is for any reason
terminated or reduced, and all or any portion of the Guaranty is released
prior to the first anniversary date of the Guaranty (the "Anniversary
Date"), there will be no proration or return of any portion of the fee.
2. If the Guaranty remains outstanding as of the Anniversary Date, the Holmes
Obligors will become obligated to pay on the Anniversary Date a second
Guaranty fee equal to (i) 2.75% of the then-outstanding Revolving B
Commitment, multiplied by (ii) 55/365, representing the fractional portion
of a year beginning on the Anniversary Date and concluding on July 1, 2002,
being the date on which the Total Revolving B Commitment is scheduled to
terminate pursuant to the Fourth Amendment. The second Guaranty fee will be
deemed earned in full on the Anniversary Date, without any proration in the
event that the Revolving B Commitment is reduced or terminated (and the
Guaranty is correspondingly reduced or released) prior to July 1, 2002.
3. If the Revolving B Banks extend the Revolving B Commitment beyond July 1,
2002, but require as a condition of doing so that the Guaranty remains in
effect, Berkshire will determine at such time whether to extend its
Guaranty and, if it is prepared to do so, the parties hereto will mutually
determine at such time what the appropriate fee structure will be for such
extension of the Guaranty.
4. The parties hereto acknowledge that no cash payment of any Guaranty fee
provided for hereunder will be permitted to be made by the Holmes Obligors
while any Obligations of the Borrowers or Commitments of the Banks remain
outstanding under the Credit Agreement, without the prior written consent
of the requisite Banks. The Holmes Obligors acknowledge that Berkshire
shall be entitled to request at any future time that the Banks grant such
requisite consent to the cash payment of the Guaranty fees, or any portion
thereof, and if such consent is granted, the Holmes Obligors agree to remit
all such earned fee payments to Berkshire within twenty (20) days of
Berkshire's demand therefor.
5. In the event that Berkshire is required to make any payment under the
Guaranty (each a "Guaranty Payment"), the Holmes Obligors hereby
acknowledge and agree that, in collecting upon any Guaranty Payment made by
Berkshire, including accrued interest thereon, Berkshire shall be
subrogated (or alternatively may succeed by assignment) to the rights of
the Revolving B Banks or any Agent on behalf thereof (including without
limitation with respect to all rights of the Revolving B Banks and any
Agent relating to the Collateral) to the fullest extent permitted or
provided for under the Guaranty, the Credit Agreement or any other
agreement with the Banks and/or any Agent, or under applicable law.
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6. The Holmes Obligors shall be responsible and obligated to promptly
reimburse Berkshire for all out-of-pocket costs and expenses (including
without limitation all reasonable legal fees and expenses) incurred by
Berkshire in connection with its negotiation, execution and delivery of the
Guaranty and its performance thereunder, as well as in connection with the
assistance provided by Berkshire to the Borrowers with respect to the
negotiation, execution and delivery of the Fourth Amendment and related
documents.
If the Holmes Obligors are in agreement with the foregoing terms and
conditions, please so indicate by executing and returning to Berkshire the
enclosed counterpart of this letter. Upon such execution, this letter will
become a binding agreement between the parties hereto, enforceable under the
laws of The Commonwealth of Massachusetts as a document under seal.
Very truly yours,
BERKSHIRE FUND IV, LIMITED PARTNERSHIP
By: Fourth Berkshire Associates LLC,
its General Partner
By: /s/ Richard K. Lubin
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Managing Member
BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC,
its General Partner
By: /s/ Richard K. Lubin
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Managing Member
HOLMES OBLIGORS:
The foregoing terms and conditions are accepted
and agreed to as of the date of this letter.
THE HOLMES GROUP, INC.
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
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THE RIVAL COMPANY
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
HOLMES MANUFACTURING CORP.
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
HOLMES AIR (TAIWAN) CORP.
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
HOLMES MOTOR CORPORATION
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
RIVAL CONSUMER SALES CORPORATION
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
ACKNOWLEDGEMENT AND CONSENT:
The undersigned, being Foreign Subsidiaries and Borrowers under the Credit
Agreement more particularly referred to in this letter agreement by and among
Berkshire and the Holmes Obligors, hereby join in this letter agreement for the
limited purpose of acknowledging and agreeing to the terms of paragraph 5 set
forth above with respect to the rights of Berkshire following any Guaranty
Payment.
HOLMES PRODUCTS (FAR EAST) LIMITED
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
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ESTEEM INDUSTRIES LIMITED
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
RAIDER MOTOR CORPORATION
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
BIONAIRE INTERNATIONAL B.V.
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
HOLMES PRODUCTS (EUROPE) LIMITED
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
PATTON ELECTRIC (HONG KONG) LTD.
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
THE HOLMES GROUP OF CANADA LTD.
By: /s/ Ira B. Morgenstern
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Title: Senior Vice President-Finance
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