EXHIBIT 10.57
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AMENDMENT NO. 2
TO
AMENDED AND RESTATED PURCHASE AGREEMENT,
dated as of April 26, 1995, between Home Holdings Inc. and ZCI
Investments Limited,
AMENDED AND RESTATED NOTE EXCHANGE AGREEMENT,
dated as of April 26, 1995, between Home Holdings Inc. and Xxxxx
Xxxxx AB,
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT,
dated as of April 26, 1995, between ZCI Investments Limited and
Xxxxx-Hansa AB,
AND
AMENDED AND RESTATED STANDBY WORKING CAPITAL CREDIT AGREEMENT,
dated as of April 26, 1995, between Home Holdings Inc. and ZCI
Investments Limited
AND
THE NOTES ISSUED THEREUNDER
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AMENDMENT NO. 2, dated as of December 13, 1996, among
Home Holdings Inc., a Delaware corporation ("HOME HOLDINGS"),
Zurich Home Investments Limited, a Bermuda corporation (formerly
known as ZCI Investments Limited and referred to herein as
"ZHI"), and Xxxxx-Hansa AB, a Swedish corporation ("TH").
WHEREAS, in connection with the recapitalization of
Home Holdings, Home Holdings and ZHI have entered into an Amended
and Restated Purchase Agreement, dated as of April 26, 1995 (as
amended, the "PURCHASE AGREEMENT"), Home Holdings and TH have
entered into an Amended and Restated Note Exchange Agreement,
dated as of April 26, 1995 (as amended, the "NOTE EXCHANGE
AGREEMENT"), ZHI and TH have entered into a Securities Purchase
Agreement, dated as of April 26, 1995 (as amended, the
"SECURITIES PURCHASE AGREEMENT"), and Home Holdings and ZHI have
entered into an Amended and Restated Standby Working Capital
Credit Agreement, dated as of April 26, 1995 (as amended, the
"STANDBY WORKING CAPITAL CREDIT AGREEMENT" and, together with the
Purchase Agreement, the Note Exchange Agreement and the
Securities Purchase Agreement, the "NOTE AGREEMENTS"), pursuant
to which Home Holdings issued, and ZHI or TH purchased or
received in an exchange, as the case may be, Senior Subordinated
Notes, Junior Subordinated Notes, Senior Working Capital Notes
and Senior Subordinated Working Capital Notes (each as defined in
the Note Agreements and collectively referred to herein as the
"NOTES");
WHEREAS, under the Standby Working Capital Credit
Agreement, the Lenders named therein agreed to fund all interest
payments due on the Public Indebtedness (as defined in the
Standby Working Capital Credit Agreement) within two years after
the Closing Date (as defined in the Standby Working Capital
Credit Agreement) through the issuance of Series B Senior Working
Capital Notes;
WHEREAS, the amount of interest due on the Public
Indebtedness during that period equals $46,550,000;
WHEREAS, due to a rounding error, the terms of the Note
Agreements and the Notes limit the maximum aggregate principal
amount of Series B Senior Working Capital Notes issuable by Home
Holdings to $46,000,000;
WHEREAS, the parties desire to correct this mistake and
consent to the issuance of additional Series B Senior Working
Capital Notes having an additional aggregate principal amount of
$550,000 (the "NEW DEBT ISSUANCE"), the proceeds of which to be
used to pay interest payable on the Public Indebtedness (as
defined in the Standby Working Capital Credit Agreement);
WHEREAS, the parties desire to amend the Note
Agreements and the Notes to enable ZHI, upon certain terms and
conditions, to purchase from Home Holdings, and to enable Home
Holdings, upon certain terms and conditions, to sell to ZHI, Home
Holdings's Series B Senior Working Capital Notes having an
additional aggregate principal amount of $550,000;
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Definitions. All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings
assigned to them in the Note Agreements or the Notes, as the case
may be.
2. Amendment of Senior Subordinated Notes due December
31, 2004. The form of Senior Subordinated Note due December 31,
2004 (the "SENIOR SUBORDINATED NOTES") of Home Holdings attached
as Exhibit A to the Purchase Agreement, and the terms of each
outstanding Senior Subordinated Note, are hereby amended as
follows:
(a) The definition of "Senior Working Capital Notes"
in Section 1.1 is amended and restated in its entirety as
follows:
"Senior Working Capital Notes" shall mean,
collectively, the Company's 7% Series A Senior Working
Capital Notes, in the maximum original aggregate principal
amount of $16,000,000 (or such greater amount as shall be
agreed upon by the Company, TH and ZCIL), and the Company's
7% Series B Senior Working Capital Notes, in the maximum
original aggregate principal amount of $46,550,000.
3. Amendment of Junior Subordinated Notes due December
31, 2004. The form of Junior Subordinated Notes due December 31,
2004 (the "JUNIOR SUBORDINATED NOTES") of Home Holdings attached
as Exhibit F to the Recapitalization Agreement, and the terms of
each outstanding Junior Subordinated Note, are hereby amended as
follows:
(a) The definition of "Senior Working Capital Notes"
in Section 1.1 is amended and restated in its entirety as
follows:
"Senior Working Capital Notes" shall mean,
collectively, the Company's 7% Series A Senior Working
Capital Notes, in the maximum original aggregate principal
amount of $16,000,000 (or such greater amount as shall be
agreed upon by the Company, TH and Zurich Home Investments
Limited (formerly known as ZCI Investments Limited)), and
the Company's 7% Series B Senior Working Capital Notes, in
the maximum original aggregate principal amount of
$46,550,000.
4. Amendment of Standby Working Capital Credit
Agreement. The Standby Working Capital Credit Agreement is
hereby amended as follows:
(a) The second recital is hereby amended and replaced
in its entirety as follows:
WHEREAS, the Lenders are prepared, upon the terms
and conditions hereinafter provided, to purchase from
the Company its pay-in-kind 13% Senior Subordinated
Working Capital Notes due December 31, 2004 (the
"Senior Subordinated Working Capital Notes") in the
maximum aggregate principal amount of $15,000,000 and
its 7% Series A Senior Working Capital Notes (the
"Series A Senior Working Capital Notes") in the maximum
original aggregate principal amount of $16,000,000 (or
such greater amount as shall be agreed upon by the
Company, TH and ZCIL), if required by the Company for
general corporate purposes or in connection with the
Equity Repurchase Transaction (defined below) as
provided for under the Recapitalization Agreement
described below, and, following the Closing Date (as
defined in the Recapitalization Agreement), its 7%
Series B Senior Working Capital Notes (the "Series B
Senior Working Capital Notes") in the maximum original
aggregate principal amount of $46,550,000, for the
purposes specified herein;
(b) The proviso to the first sentence of Section
2.3(b) is hereby amended and replaced in its entirety to
read as follows:
; provided, however, that the Lenders shall not be
obligated to purchase, nor shall the Company be
obligated to issue, pursuant to this Section 2.3(b), an
aggregate principal amount of Series B Senior Working
Capital Notes in excess of $46,550,000.
5. Amendment of Series A Senior Working Capital Notes
and Series B Senior Working Capital Notes. The form of [Series
A/Series B] Senior Working Capital Notes (the "SENIOR WORKING
CAPITAL NOTES") of Home Holdings attached as Exhibit A to the
Standby Working Capital Agreement, and the terms of each
outstanding Senior Working Capital Note, are hereby amended as
follows:
(a) The definition of "Senior Working Capital Notes"
in Section 1.1 is hereby amended and restated in its
entirety as follows:
"Senior Working Capital Notes" shall mean,
collectively, the Notes and the 7% [Series A/Series B]
Senior Working Capital Notes, in the maximum original
aggregate principal amount of [$16,000,000 (or such
greater amount as shall be agreed upon by the Company,
Xxxxx-Hansa AB and Zurich Home Investments Limited
(formerly known as ZCI Investments Limited))
/$46,550,000].
6. Amendment of Senior Subordinated Working Capital
Notes due December 31, 2004. The form of Senior Subordinated
Working Capital Notes (the "SENIOR SUBORDINATED WORKING CAPITAL
NOTES") of Home Holdings attached as Exhibit B to the Standby
Working Capital Agreement, and the terms of each outstanding
Senior Subordinated Working Capital Note, are hereby amended as
follows:
(a) The definition of "Senior Working Capital Notes"
in Section 1.1 is hereby amended and restated in its
entirety as follows:
"Senior Working Capital Notes" shall mean,
collectively, the Company's 7% Series A Senior Working
Capital Notes, in the maximum original aggregate
principal amount of $16,000,000 (or such greater amount
as shall be agreed upon by the Company, Xxxxx-Hansa AB
and Zurich Home Investments Limited (formerly known as
ZCI Investments Limited)), and the Company's 7% Series
B Senior Working Capital Notes, in the maximum original
aggregate principal amount of $46,550,000.
7. Further Assurances. Each of the parties covenants
and agrees to promptly execute, acknowledge and deliver any other
assurances or documents reasonably requested by Home Holdings,
and to take any and all other actions necessary or desirable, to
effectuate the New Debt Issuance.
8. Status of the Note Agreements and Notes. Except as
expressly set forth herein, all other terms of the Note
Agreements and the Notes shall remain unchanged. Nothing
contained or implied in this Amendment shall constitute an
amendment or waiver of any other term, provision or condition of
the Note Agreements and the Notes.
9. Counterparts. This Amendment No. 2 may be executed
in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same
instrument.
10. Effective Date. This Amendment, upon the
execution and delivery by each party hereto of a counterpart
hereof, shall be deemed effective as of the date first above
written.
11. Governing Law. This Amendment shall be construed
and enforced in accordance with, and the rights of the parties
shall be governed by, the laws of the State of New York, without
reference to its conflicts of laws principles.
IN WITNESS WHEREOF, the parties have executed this
Amendment No. 2 as of the date first above written.
HOME HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
ZURICH HOME INVESTMENTS
LIMITED (formerly known as ZCI
Investments Limited)
By: /s/ Xxxxxxx X. Palm
Name: Xxxxxxx X. Palm
Title: President
XXXXX-HANSA AB
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial
Officer
