the underwriters do not exercise their over-allotment option

EX-10.31 40 f94953a5exv10w31.txt EXHIBIT 10.31 Exhibit 10.31 [DEUTSCHE BANK LOGO] Deutsche Bank AG New York Branch Global Loan Operations Standby Letter of Credit Unit 60 Wall Street New York, New York 10005 - MS NYC60-2708 February 18, 2003 Irrevocable Letter of Credit Number DBS-15080 Beneficiary. SAFECO Insurance Company of America Surety Department Adams Bldg. 4634 154th Pl. NE Redmond, WA 98052 Gentlemen: At the request of DB Capital Investors, L.P., 345 Park Avenue, New York, NY 10154, we Deutsche Bank AG, New York Branch, have opened an IRREVOCABLE LETTER OF CREDIT in your favor for U.S. Dollars Twelve Million Five Hundred Thousand and 00/100 **US$12,500,000.00**, available by your drafts at sight. We warrant to you that all drafts drawn under this IRREVOCABLE LETTER OF CREDIT will be duly honored upon presentation of your draft on us at 60 Wall Street, New York, New York 10005 Attention: Global Loan Operations, Standby Letter of Credit Unit - MS NYC60-2708 on or before the expiration date or on or before any automatically extended date as set forth below. Except as stated herein, this IRREVOCABLE LETTER OF CREDIT is not subject to any condition or qualification and is our individual obligation which is in no way contingent upon reimbursement. This IRREVOCABLE LETTER OF CREDIT is effective February 18, 2003, and expires on December 31, 2003, but will be automatically extended without amendment for successive one-year periods from the current expiration date and any future expiration dates unless at least 45 days prior to any expiration date we notify you by registered letter that we elect not to renew for such additional one-year periods. Such notification shall be to the attention of the Surety Department at the above address. Continued [DEUTSCHE BANK LOGO] Letter of Credit No. DBS-15080 Page 2 This IRREVOCABLE LETTER OF CREDIT is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500. Very truly yours By: /s/ M. A. Orlando ------------------------------- Name: Marco Orlando Title: Director Phone: 212 ###-###-#### By: /s/ Everardus Rozing ------------------------------- Name: Everardus Rozing Title: Assistant Vice President Phone: 212 ###-###-####