EXHIBIT 4(d)(ii)
AMENDMENT NO. 3
January 7, 1999
The Prudential Insurance Company
of America
Pruco Life Insurance Company
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
We refer to the Note Agreement dated as of October 24,
1995, as amended by Amendment No. 1 dated January 17, 1997 and
Amendment No. 2 dated October 8, 1997 (as amended, the
"Agreement"), among the undersigned, Xxxxx Group, Inc. (the
"Company") and you. Unless otherwise defined herein, the terms
defined in the Agreement shall be used herein as therein defined.
The Company has requested that Prudential amend the
Agreement to increase the permitted capital expenditure basket by
$5 million. The Company and the holders of the Notes have agreed
to amend the Agreement. Accordingly, it is hereby agreed as
follows:
Section 1. Amendment to Agreement. Paragraph 6K of the
Agreement is hereby amended by deleting the figure "$25,000,000"
therein and substituting for such figure the figure
"$30,000,000." This change is effective beginning with the
Company's 1999 fiscal year, which begins on January 31, 1999.
Section 2. Conditions to Effectiveness. This Amendment
shall become effective, when and only when each of the holders of
the Notes shall have received counterparts of this Amendment
which shall have been executed by the Company, each Guarantor,
and each of the holders of the Notes.
Section 3. Representations and Warranties. Each Credit
Party hereby represents and warrants that the representations and
warranties contained in paragraph 8 of the Agreement are true and
correct on the date hereof as if made on such date, except that
the references to "this Agreement" shall mean the Agreement as
amended by this Amendment.
Section 4. Miscellaneous.
4.01. Effect of Amendment. On and after the effective
date of this Amendment, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", or words of like import
referring to the Agreement, and each reference in the Notes to
"the Agreement", "thereunder", "thereof", or words of like import
referring to the Agreement, shall mean the Agreement as amended
by this Amendment. The Agreement, as amended by this Amendment,
is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreement nor constitute a waiver of
any provision of the Agreement.
4.02. Counterparts. This Amendment may be executed in
any number of counterparts and by any combination of the parties
hereto in separate counterparts, each of which counterparts shall
be an original and all of which taken together shall constitute
one and the same Amendment.
[Signatures on following page.]
If you agree to the terms and provisions hereof, please
evidence your agreement by executing and returning at least a
counterpart of this Amendment to the Company at its address at
0000 Xxxxxxxx Xxx., Xx. Xxxxx, Xxxxxxxx 00000, Attention:
Treasurer.
Very truly yours,
XXXXX GROUP, INC.
By: /s/ Xxxxx X. Xxxx
---------------------------------
Title: Executive Vice President &
Chief Financial Officer
GUARANTORS
XXXXX GROUP INTERNATIONAL, INC.
XXXXX GROUP RETAIL, INC.
PAGODA TRADING COMPANY, INC.
XXXXXX XXXX ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxx
---------------------------------
Title: Vice President
Agreed as of the date first above written:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxx Xxxxxxx
----------------------------
Vice President
PRUCO LIFE INSURANCE COMPANY
By: /s/ Xxx Xxxxxxx
----------------------------
Vice President
