163
Exhibit 4.3(i)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
Xxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
September 1, 0000
Xxxx Xxxxx Xxxxxxxxxxx
0000 Xxxxx Xxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Mr. Xxxxx Xxxx, Treasurer
Ladies and Gentlemen:
Reference is made to the Note Agreement dated as of August 13, 1992, as
heretofore amended (the "Note Agreement") between Cone Xxxxx Corporation (the
"Company") and The Prudential Insurance Company of America ("Prudential").
Capitalized terms used and not otherwise defined in this letter have the same
meanings given those terms in the Note Agreement. Pursuant to the Company's
request, and subject to its written acceptance hereof, Prudential hereby agrees
with the Company as follows: 1. The definition of "Funded Debt" appearing in
paragraph 10B of the Note Agreement is hereby amended by substituting the term
"Capital Investment" for the term "Net Investment." 2. The definition of
"Purchase Agreement" appearing in paragraph 10B of the Note Agreement is hereby
amended to read in its entirety as follows: "Purchase Agreement" shall mean that
certain Receivables Purchase and Servicing Agreement dated September 1, 1999 by
and among Cone Receivables II LLC, as Seller, Redwood Receivables Corporation,
as Purchaser, the Company, as Servicer and General Electric Capital Corporation,
as Operating Agent and Collateral Agent, as it may be amended, modified,
restated or supplemented from time to time in accordance with its terms and
herewith. 3. Clause (iv) of paragraph 6C(2) of the Note Agreement is hereby
amended to read in its entirety as follows: "(iv) other Funded Debt of (1) any
Subsidiary pursuant to the Purchase Agreement, (2) the Company or (3) Cornwallis
(in each case whether Secured or Unsecured) other than Current Debt owing by the
Company to any Subsidiary; and" 4. Paragraph 6C(4) of the Note Agreement is
hereby amended by adding a new clause (iv), immediately following clause (iii)
thereof, to read as follows: "(iv) sales of accounts receivable pursuant to the
Purchase Agreement." 5. The definition of "Receivables Financing" appearing in
paragraph 10B of the Note Agreement is hereby amended to read in its entirety as
follows: "Receivables Financing" shall mean the transactions contemplated by the
Purchase Agreement and the Transfer Agreement (as defined in the Purchase
Agreement) pursuant to such Agreements. 6. Paragraph 6H of the Note Agreement is
hereby amended to read in its entirety as follows: 6H. Purchase Agreement. The
Company convenants that it will not (i) amend, waive or modify Article I, Annex
X, or Sections 6.03, 6.04 or 6.05 of the Purchase Agreement without the consent
of the Required Holder(s); (ii) allow the Capital Investment (as defined in the
Purchase Agreement) to exceed $75,000,000; or (iii) allow the Maximum Purchase
Limit (as defined in the Purchase Agreement) to exceed $75,000,000. 7.
Prudential hereby waives the Company's and its Subsidiaries' compliance with
paragraph 5E and paragraph 6C(3) of the Note Agreement with respect to (i) the
Lien granted to Redwood Receivables Corporation pursuant to the Purchase
Agreement and (ii) the Company's guarantee of the obligations of each Selling
Subsidiary (as defined in the Transfer Agreement) under the Transfer Agreement
or any other documents delivered in connection therewith. Except as amended
herein, all of the terms, conditions and obligations of the Note Agreement shall
remain in full force and effect. If you are in agreement with the foregoing,
please sign in the space provided below and this letter shall become a binding
agreement between the Company and Prudential.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:/s/ Xxxxxx X. Xxxxxxx
Vice President
Agreed and accepted as of
the date first above written:
CONE XXXXX CORPORATION
By:/s/ Xxxxx X. Xxxx
Title: Treasurer
