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EXHIBIT 10.19
AMENDMENT AND WAIVER
THIS AMENDMENT AND WAIVER is entered into as of June 12, 1997 by and
between Xxxxxxxx Holdings, Inc. (the "Company") and Xxxx Xxxxxxx (in his
capacity as the Holder Representative under the Notes (as hereinafter defined),
the "Holder Representative").
WHEREAS, the Company desires to amend certain provisions and to obtain
waivers with respect to certain other provisions of the Company's Promissory
Notes (Series B), dated as of October 27, 1995, (the "Notes");
WHEREAS, the terms of the Notes permit the Company and the Holder
Representative to enter into an amendment or supplement to the Notes with the
consent of a majority in aggregate principal amount of the Notes at the time
outstanding;
WHEREAS, Xxxxxx X. Xxxxx is the holder of a majority in aggregate
principal amount of the Notes as of the date hereof (the "Majority Holder");
and
WHEREAS, the Majority Holder desires to consent to the amendments to the
Notes set forth herein and to the waivers of the application of certain
provisions of the Notes as set forth herein.
NOW THEREFORE, in consideration of the respective agreements herein
contained, and intending to be legally bound, the parties hereby agree as
follows:
1. Definitions. All capitalized terms used but not defined herein
shall have the meanings given such terms in the Notes.
2. Amendments. The Notes are hereby amended as follows:
a. The definition of "Senior Loan Agreement" in Section 1 of
the Notes is hereby deleted in its entirety.
b. The definition of "Senior Indebtedness" in Section 1.07 of
Annex A to the Notes is hereby amended and restated in its entirety to read as
follows:
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"Senior Indebtedness" shall mean all obligations and liabilities of the
Company and its Subsidiaries under or in respect of (i) the Credit
Agreement and the other Credit Documents, (ii) the Senior Discount Notes
and the Senior Discount Notes Indenture, (iii) the Senior Subordinated
Notes Due 2007 and the Senior Subordinated Notes Indenture and (iv) any
interest rate or currency hedging agreements entered into in connection
any of the foregoing.
c. The definition of "Credit Agreement" in Section 1.07 of
Annex A to the Notes is hereby and restated in its entirety to read as follows:
""Credit Agreement" shall mean the Credit Agreement, dated as of June
12, 1997, among the Company, Xxxxxxxx Corporation, Credit Suisse First
Boston Corporation, as agent, and the lenders party thereto, as the same
may be amended, modified, extended, renewed, restated, supplemented,
restructured or refinanced from time to time."
d. The definitions of "Borrower," "Interest Rate Protection
Agreement," "Other Creditors," "Other Hedging Agreements" and "Required Banks"
in Section 1.07 of Annex A to the Notes are hereby deleted in their entirety.
e. The following definitions are hereby added in the
appropriate places in Section 1.07 of Annex A to the Notes:
""Senior Discount Notes" shall mean the 10% Senior Discount Notes Due
2009 issued by the Company pursuant to the Senior Discount Notes
Indenture.
"Senior Discount Notes Indenture" shall mean the Indenture, dated as of
June 1, 1997, between the Company and the United States Trust Company of
New York, as trustee, as the same may be amended, modified, extended,
renewed, restated, supplemented, restructured or refinanced from time to
time.
"Senior Subordinated Notes" shall mean the 12% Senior Subordinated Notes
Due 2007 issued by Xxxxxxxx Corporation pursuant to the Senior
Subordinated Notes Indenture.
"Senior Subordinated Notes Indenture" shall mean the Indenture, dated as
of June 1, 1997, among Xxxxxxxx Corporation, the Company, as guarantor,
the other guarantors party thereto and IBJ Xxxxxxxx Bank & Trust
Company, as
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trustee, as the same may be amended, modified, extended, renewed,
restated, supplemented, restructured or refinanced from time to time."
f. Section 4(a) of the Notes is amended and restated in its
entirety to read as follows:
"(a) Whenever and to the fullest extent permitted under the
Credit Agreement, the Senior Subordinated Notes Indenture, and the
Senior Discount Notes Indenture;"
3. Waivers. The application of Section 7(b) of the Notes is hereby
waived with respect to each of the transactions contemplated by the Credit
Agreement, the other Credit Documents, the Senior Discount Notes, the Senior
Discount Notes Indenture, the Senior Subordinated Notes and the Senior
Subordinated Notes Indenture.
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IN WITNESS WHEREOF, the parties have executed this Amendment and Waiver
as of the date first set forth above.
XXXXXXXX HOLDINGS, INC.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title:
HOLDER REPRESENTATIVE
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
CONSENT OF MAJORITY HOLDER:
The undersigned, as the holder of a majority in aggregate principal
amount of the Notes, hereby consents to each of the foregoing amendments and
waivers and to the execution hereof by the Holder Representative on behalf of
the holders of the Notes.
MAJORITY HOLDER
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
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