Exhibit 4.2
Dated as of February 24, 1997
Teachers Insurance and Annuity
Association of America
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Amerus Life Insurance Company,
as successor to Central
Life Assurance Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Modern Woodmen of America
0000 Xxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to those certain Note Purchase Agreements between
Xxxxxxxxxx Technology Incorporated, a Minnesota corporation (the "Company"), and
each of Teachers Insurance and Annuity Association of America, Central Life
Assurance Company and Modern Woodmen of America (collectively, the
"Purchasers"), each dated as of April 20, 1994, as heretofore amended as of
March 15, 1996 (collectively, as amended, the "Agreements"), pursuant to which
the Purchasers purchased the 7.46% Senior Notes of the Company dated April 20,
1994 in the aggregate original principal amount of $30,000,000 (the "Notes").
The Purchasers or their successors or assigns (collectively, the "Noteholders")
are the registered holders of 100% of the aggregate outstanding principal amount
of the Notes as reflected in the Note Register required to be maintained by the
Company pursuant to Section 10.1 of each of the Agreements, and the Noteholders
whose signatures are affixed below hold at least 66-2/3% of the aggregate unpaid
principal amount of the Notes outstanding as of the date hereof.
The Company has informed the Noteholders that it desires to amend the
Agreements in certain respects as of the date hereof, and the Noteholders have
agreed to such an amendment as more fully described below.
Now, therefore, the Company and the Noteholders (by their acceptance
hereof) hereby agree as follows:
1. AMENDMENT TO SECTION 6.5(a)(i). Section 6.5(a)(i) of each of the
Agreements is amended by restating clause (i) thereof in its entirety as
follows:
(i) readily marketable direct obligations of the United States
of America or of any agency or instrumentality thereof the obligations
of which are backed by the full faith and credit of the United States
of America or readily marketable obligations unconditionally
guaranteed by the United States of America or by any such agency or
instrumentality, in each case (A) maturing on or before March 1, 1999,
PROVIDED that the aggregate amount of all such obligations at any one
time outstanding shall not exceed $50,000,000, or (B) maturing within
one year from the date of acquisition thereof;
2. MISCELLANEOUS. Except as specifically amended hereby, all terms and
provisions of each of the Agreements shall remain in full force and effect.
This Letter Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument. Capitalized terms used but not otherwise defined
in this Letter Amendment shall have the meanings assigned to them by each of the
Agreements.
-2-
If you are in agreement with the foregoing, please so indicate by executing
the form of acknowledgment set forth below, whereupon this letter shall become a
binding agreement effective as of the date hereof.
Very truly yours,
XXXXXXXXXX TECHNOLOGY
INCORPORATED
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Its C.F.O.
----------------------------------------
Agreed to and accepted as of
the date first above written.
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Its XXXXX X. XXXXXXX
--------------------------------------
Associate Director Private Placements
--------------------------------------
AMERUS LIFE INSURANCE COMPANY,
as successor to Central Life Assurance Company
By
-----------------------------------------
Its
--------------------------------------
MODERN WOODMEN OF AMERICA
By /s/ Xxxx X. Coin
-----------------------------------------
Its Supervisor, Securities Division
--------------------------------------
Xxxx X. Coin
-3-
