EXHIBIT 4
JOINT UNANIMOUS WRITTEN CONSENT
OF
HOLDERS OF HOME HOLDINGS INC.
SERIES A AND SERIES B
SENIOR WORKING CAPITAL NOTES
THE UNDERSIGNED, being the holders of all of the
Series A Senior Working Capital Notes and Series B Senior
Working Capital Notes (as such terms are defined in that
certain Amended and Restated Standby Working Capital
Credit Agreement dated as of April 26, 1995) issued by
Home Holdings Inc. (the "Company") and presently
outstanding, DO HEREBY consent to the adoption of the
following preambles and resolutions:
WHEREAS, all capitalized terms used herein and not
otherwise defined herein shall have the respective
definitions ascribed thereto in the Series A Senior
Working Capital Notes or the Series B Senior Working
Capital Notes, as the case may be;
WHEREAS, Section 7.1 of each of the Notes provides
that, subject to the obtaining of the written consent of
all of the holders of the Notes then outstanding, the
Notes may be amended to change the timing of the payment
of interest payable thereunder; and
WHEREAS, each of the undersigned Holders desire to
amend the Notes presently held by it to provide, among
other things, that until the Maturity Date thereof or
until the principal thereof shall otherwise become due
and payable, interest accrued thereon shall not be due or
payable until seven (7) Business Days following the
receipt by the Company of written demand therefor from
such Holder;
NOW THEREFORE, be it
RESOLVED, that effective December 31, 1996 each of
the undersigned Holders hereby consents to the amendment
of the Notes, and that said Notes be, and each of them
hereby is, so amended, as follows:
(i) By inserting immediately after the words
"payable quarterly, in cash," appearing in clause (a) of
the first paragraph of each such Note, the following new
words: "or if not so paid, compounded quarterly,"
(ii) A new second paragraph shall be inserted
immediately following the first paragraph of each Note,
to read as follows:
"Anything to the contrary contained herein
or in the Standby Working Capital Credit
Agreement notwithstanding, until the Maturity
Date or until the principal hereof shall
otherwise become due and payable, the Company
shall have no obligation to make any payment of
interest on any Interest Payment Date or any
other date and any interest accrued on such
principal amount shall not be deemed overdue
and shall be subject to quarterly compounding
as provided above, unless and until the Company
shall have received a written demand therefor
pursuant to clause (a) of Section 4.1 hereof
and the cure period referred to therein shall
have expired (in which event all such interest
compounded and accrued as of the applicable
Interest Payment Date shall immediately become
due and payable)."
(iii) Clause (a) of Section 4.1 of each Note
shall be deleted in its entirety and a new clause (a)
shall be inserted in lieu thereof, to read as follows:
"(a) the Company defaults in the
payment of any principal or premium on any Note
at its maturity or when otherwise due or, in
the case of the payment of interest on any
Note, the Company fails to pay all interest
(whether accrued or compounded) on the Note to
and including the immediately preceding
Interest Payment Date, within seven (7)
Business Days following the receipt by the
Company of a written demand therefor by the
Holder of the Note;"
; and be it further
RESOLVED, that the undersigned represent and warrant
to the Company that they constitute the Holders of all of
the Notes presently issued and outstanding; and be it
further
RESOLVED, that the Company be, and it hereby is,
authorized to take all actions as it may deem necessary
or appropriate to more fully effectuate the intent of the
foregoing resolutions; and be it further
RESOLVED, that this Consent may be executed in
counterparts each of which shall be deemed an original
and all such counterparts taken together shall be deemed
one instrument.
THE UNDERSIGNED, being the duly authorized
representatives of the Holders, have hereunto set their
hands as of the 31st day of December, 1996.
CENTRE REINSURANCE HOLDINGS LIMITED
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Vice President & Chief
Accounting Officer
ZURICH HOME INVESTMENTS LIMITED
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
CENTRE FINANCE DUBLIN
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By:
Name:
Title:
Consented and agreed to as of the
31st day of December, 1996
HOME HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Treasurer
