EXHIBIT 10.(i)(L)(2)
THE BANK OF NEW YORK
THE BANK OF NOVA SCOTIA
March 27, 1997
Signature Financial/Marketing, Inc.
000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
We refer to the Credit Agreement dated as of September 27, 1997, as amended and
restated as of October 21, 1996 and as amended as of December 23, 1996 among
Signature Financial/Marketing, Inc., various Banks, BNY, and BNS (the "Signature
Credit Agreement").
The Bank of New York ("BNY") and The Bank of Nova Scotia ("BNS") have 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 as of March 1,
1993 between Xxxxxxxxxx Xxxx and the note purchasers thereunder (the "Note
Agreements") with the holders (the "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 shareholders 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.
BNY and BNS have been advised that the Program Agreement dated as of October 7,
1996, as amended, ("Program Agreement") among Xxxxxxxxxx Xxxx, Lechmere, Inc.
and Deutsche Financial Services Corporation has a cross default provision
similar to the cross default provision contained in section 13.1(c) of the Long
and Short Term Credit Agreements dated as of September 15, 1994, as amended,
among Xxxxxxxxxx Xxxx, various Banks, and BNY, BNS, The First National Bank of
Chicago, and Bank of America National Trust and Savings Association, as agents.
March 27, 1997
Page 2
BNS and BNY hereby waive any "Event of Default" which might arise under section
8.1(f) of the Signature Credit Agreement solely and exclusively by reason of any
"Event of Default" under section 7.1(e) of the Program Agreement, provided that
such "Event of Default" under the Program Agreement was caused 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.
The waiver contained herein is limited precisely to its terms and shall not
constitute an amendment, modification or waiver generally or for any other
purpose.
This letter may be executed in any number of counterparts, each of which shall
be an original and all of which when taken together will constitute one
document. This letter shall be governed by and construed in accordance with the
laws of the State of Illinois.
THE BANK OF NEW YORK, in its
individual capacity and in its
capacity as Documentation Agent
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxxx
THE BANK OF NOVA SCOTIA, in its
individual capacity and in its
capacity as Administrative Agent
By: /s/ F.C.H. Xxxxx
-----------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
