EXHIBIT 4.1b
November 11, 1996
Private Shelf Agreement dated as of January 31, 1996 between Zero
Corporation (the "Company") and Electronic Solutions ("Electronic"), on the one
hand and The Prudential Insurance Company of America ("Prudential") and each
Prudential Affiliate (as defined in the Agreement) which has become bound by
certain provisions of the Agreement
Pursuant to the request of the company and Electronic and paragraph 12C of
the Agreement, Prudential and Pruco Life Insurance Company ("Pruco") hereby
agree with the company and Electronic that the Agreement shall be amended as
follows:
1. Clause (ii) of paragraph 6C(3) is amended and restated in its
entirety as follows:
"Purchased Common Stock and common stock of the Company repurchased
by the Company,".
2. Clause (vii) of paragraph 6C(3) is amended and restated in its
entirety as follows:
"so long as the aggregate amount thereof at no time exceeds
$14,000,000, the book value of claims of the Company on the cash
value of life insurance policies owned by current and former
members of the Company's management, the premiums on which have been
advanced by the Company to such current and former management
members,".
In order to induce Prudential and Pruco to enter into this amendment, the
Company and Electronic hereby represent that (i) other than this amendment, the
parties have not entered into any amendment, waiver or mutual disregard of the
terms and conditions of the Agreement, or any course of dealing or variance with
the terms and provisions thereof, (ii) no consent, waiver, approval or amendment
relating to the subject matter hereof is necessary to avert a default or event
of default under any material agreement of the Company, and (iii) after giving
effect to this letter, no Default or Event of Default exists on the date hereof.
If you are in agreement with the foregoing, please execute the enclosed
counterpart of this letter in the spaces indicated below and return such
executed counterpart to Xxxxx X. Xxxxx, Prudential Capital Group, Four Em,
whereupon this letter shall become a binding agreement.
Sincerely,
THE PRUDENTIAL LIFE INSURANCE
COMPANY OF AMERICA
By: /s/
Its: Vice President
PRUCO LIFE INSURANCE COMPANY
By: /s/
Its: Assistant Vice President
Accepted and agreed to effective
the date first appearing above.
ZERO CORPORATION
By: /s/ G. A. Xxxxxxx
Its: Vice President
ELECTRONIC SOLUTIONS
By: /s/ G. A. Xxxxxxx
Its: Vice President
