Exhibit 10.(iii)(c)
March 27, 1997
Xxxxxxxxxx Xxxx & Co., Incorporated
Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Gentlemen:
General Electric Capital Corporation ("GE Capital") has been advised by
Xxxxxxxxxx Xxxx & Co., Incorporated ("Xxxxxxxxxx Xxxx") that Xxxxxxxxxx Xxxx
plans to enter into a Limited Waiver and First Amendment (the "Waiver and
Amendment") to the Note Purchase Agreements dated March 1, 1993 between
Xxxxxxxxxx Xxxx and the note purchasers thereunder, as amended, and the Note
Purchase Agreement dated July 11, 1995 among Xxxxxxxxxx Xxxx and the note
purchasers thereunder (the "Note Agreements") with the holders ("Noteholders")
of the notes (the "Notes") issued under the Note Agreements. The Waiver and
Amendment provides for the waiver by the Noteholders for the periods prior to
and including June 27, 1997 of compliance by Xxxxxxxxxx Xxxx with the minimum
shareholder equity and priority debt tests under the Note Agreements and
provides for the payment of a waiver fee to the Noteholders, an increase in
interest rates on the Notes, a shortening to August 29, 1997 of the maturity of
the Notes and the imposition of certain additional covenants and restrictions on
Xxxxxxxxxx Xxxx.
GE Capital hereby waives an "Event of Default" which might arise under Section
7(a)(4) of the Program Agreement dated October 12, 1989 between GE Capital and
Xxxxxxxxxx Xxxx, as amended, solely and exclusively by reason of the execution
and delivery by Xxxxxxxxxx Xxxx of the Waiver and Amendment and the performance
by Xxxxxxxxxx Xxxx of its obligations thereunder and for no other reason
whatsoever.
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Title:
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