FORM 10-Q
Exhibit 4.3(i)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
Xxx Xxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000-0000
As of July 31, 1997
Cone Xxxxx Corporation
0000 Xxxxx Xxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Mr. Xxxxx Xxxx, Treasurer
Ladies and Gentlemen:
Reference is made to the Note Agreement dated as of August 13,
1992, as heretofore amended (the "Note Agreement") between Cone
Xxxxx Corporation (the "Company") and The Prudential Insurance
Company of America ("Prudential"). Capitalized terms used and not
otherwise defined in this letter have the same meanings given those
terms in the Note Agreement. Prudential and the Company hereby
agree that the Note Agreement shall be amended as follows:
1. Clause (2) of paragraph 6C(2) is hereby amended and
restated to read in its entirety as follows:
"'(2) Priority Debt (other than the Cornwallis Debt) to
exceed at any time an amount equal to 17% of Total
Capitalization at such time;"
2. The definition of "Total Capitalization" contained in
paragraph 10B is hereby amended and restated to read in its
entirety as follows:
"'Total Capitalization" shall mean, on any determination
date, the sum of (i) Debt and (ii) consolidated
stockholder's equity of the Company and its Subsidiaries
determined in accordance with generally accepted
accounting principles, plus Minority Interests
attributable to the Company's Subsidiary Parras Cone de
Mexico S.A. de C.V."
3. Paragraph 10B of the Note Agreement is hereby amended by
adding the following definitions in alphabetical order:
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FORM 10-Q
Exhibit 4.3(i) (continued)
"'Minority Interests" shall mean any shares of capital
stock of a Subsidiary (other than directors' qualifying
shares as required by law) that are not owned by the
Company or a Wholly Owned Subsidiary."
"'Wholly Owned Subsidiary" shall mean any corporation,
all of the stock of every class of which is, at the time
as of which any determination is being made, owned by the
Company either directly or through Wholly Owned
Subsidiaries."
4. Except as amended herein, all of the terms, conditions
and obligations of the Note Agreement shall remain in full force
and effect.
If you agree to these changes, please sign each copy of this
letter enclosed and return one of them to Prudential, at which time
this letter shall become a binding agreement as of the date first
above written.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxx
Vice President
Agreed to and accepted
as of July 31, 1997
CONE XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxx
Treasurer
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