Exhibit 10.(i)(L)(3)
March 27, 0000
XXX XXXX XX XXXX XXXXXX, as Administrative Agent
000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
THE BANK OF NEW YORK, as Documentation Agent
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Signature Financial/Marketing, Inc.
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This letter confirms that the Credit Agreement dated as of September
27, 1996, as amended and restated as of October 21, 1996 and as amended as of
December 23, 1996 entered into and among the Banks and Signature
Financial/Marketing, Inc. as now in effect or hereafter extended, renewed,
modified, supplemented, amended or restated is corrected so that the definition
of "Change in Control" shall read in its entirety as follows:
"Change of Control" shall be deemed to have occurred at such time as:
(i) General Electric Capital Corporation ceases to own on a fully-diluted basis
the percentage of each class of the capital stock of Xxxxxxxxxx Xxxx Holding
Corp., a Delaware corporation, which is owned by it on the Original Closing Date
on a fully-diluted basis, or (ii) Xxxxxxxxxx Xxxx Holding Corp. ceases to own
100% of the capital stock of MW on a fully-diluted basis, or (iii) MW ceases to
own 100% of the capital stock of the Borrower on a fully-diluted basis, or (iv)
the Borrower ceases to own, directly or indirectly, 100% of the capital stock of
any Subsidiary of the Borrower on a fully-diluted basis.
SIGNATURE FINANCIAL/MARKETING, INC.
March 27, 1997
Page 2
By: /s/ Xxxx Xxxxxxxx
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Title:
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THE BANK OF NEW YORK, in its
individual capacity and in its
capacity as Documentation Agent
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Vice President
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THE BANK OF NOVA SCOTIA, in its
individual capacity and in its
capacity as Administrative Agent
By: /s/ A.S. Xxxxxxxxxx
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Title: Sr. Team Leader-Loan Operations
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