EXHIBIT 4(J)(10)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY
c/o Prudential Capital Group
One Gateway Center, 11th Floor
0-00 Xxxxxxx Xxxxxxxxx Xxxx
Xxxxxx, Xxx Xxxxxx 00000
May 13, 1997
GOLD XXXX INC.
000 Xxxxxxxxx Xxxxxx Xxxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxx
Treasurer
Ladies and Gentlemen:
Reference is made to each of the following agreements:
(i) those certain NOTE AGREEMENTS each dated as of November 4, 1988
between GOLD XXXX, INC. (the "Company") and THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA ("Prudential"), and the Company and PRUCO LIFE INSURANCE
COMPANY ("PRUCO"), as previously amended (the "1988 Agreement");
(ii) that certain NOTE AGREEMENT dated as of June 3, 1991, between
the Company and Prudential, as previously amended (the "1991 Agreement");
and
(iii) that certain NOTE PURCHASE AND PRIVATE SHELF AGREEMENT dated as
of February 11, 1997, between the Company and Prudential, as previously
amended (the "1997 Agreement"). All of the foregoing agreements being
hereinafter referred to collectively as the "Note Agreements".
Pursuant to paragraph 11C of each of the Note Agreements:
1. Prudential and Pruco, with respect to the 1988 Agreements, and
Prudential, with respect to all of the other Note Agreements, hereby waive any
Events of Default under paragraph 6A(iii) for the fiscal quarter ending March
29, 1997 and through the fiscal quarter ending June 30, 1997; provided that the
ratio of a (a) EBIT plus Consolidated Lease Expense to (b) Consolidated Interest
Expense plus Consolidated Lease Expense shall not be less than 1.45 to 1.0
during such periods; and
2. Prudential, with respect to the 1997 Agreement only, agrees that the
definition of "Designated Spread" in paragraph 10A shall be amended to read in
its entirety as follows:
"Designated Spread" shall mean 0.50% in the case of each Series A
Notes and 0% in the case of each Note of any other Series unless the
Confirmation of Acceptance with
GOLD XXXX INC.
May 13, 1997
Page 2
respect to the Notes of such Series specifies a different Designated Spread
in which case it shall mean, with respect to each Note of such Series, the
Designated Spread so specified."
The waiver contained in paragraph 1 above shall not be deemed to waive any
other provision of the Note Agreements and shall not serve as a consent or
waiver of any other matter prohibited by the terms and conditions of the Note
Agreements. All of the terms and conditions of the Note Agreements shall remain
in full force and effect, except as and to the extent amended above.
If the foregoing accurately sets forth our understanding, please sign each
copy of this letter enclosed and return one to Prudential, whereupon this letter
shall be a binding agreement between Prudential, Pruco and the Company, with
respect to the 1988 Agreements and Prudential and the Company, with respect to
all of the other Note Agreements.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: [SIGNATURE ILLEGIBLE]
--------------------------------
Vice President
PRUCO LIFE INSURANCE
COMPANY
By: [SIGNATURE ILLEGIBLE]
--------------------------------
Vice President
Agreed and accepted
this 13 day of May, 1997
GOLD XXXX, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Treasurer
