Exhibit 99.2
As of April 1, 1998
Xxxxxx International, Inc.
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Chief Financial Officer
Re: First Modification of Private Shelf Agreement dated as of December 6,
1995 (the "Agreement"), by and between Xxxxxx International, Inc. (the
"Company") and The Prudential Insurance Company of America
("Prudential")
Ladies and Gentlemen:
Reference is made to the above-captioned Agreement, pursuant to which
the Company (i) issued and sold and Prudential purchased the Company's 6.33%
Series A Senior Notes in the original principal amount of $25,000,000, due
January 5, 2003 and (ii) will issue and sell and Prudential will purchase
simultaneously with the execution and delivery of this amendment to the
Agreement the Company's 6.91% Series B Senior Notes in the original principal
amount of $100,000,000, due April 1, 2010. Cap italized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Agreement, the parties hereto agree as
follows:
SECTION 1. Amendment. From and after the date this letter becomes
effective in accordance with its terms, the Agreement is amended as follows:
1.1 Paragraph 6A of the Agreement is amended hereby by deleting it
in its entirety and substituting the following in its stead:
"6A. [Intentionally left blank]."
1.2 The proviso to Paragraph 6B(2) of the Agreement is amended
hereby by deleting it in its entirety and substituting the following in its
stead:
"provided that (i) the Funded Debt Ratio shall not exceed 3.50 to 1.00 at any
time prior to September 30, 1999, and shall not exceed 3.25 to 1.00 at any time
on or after September 30, 1999, and (ii) Priority Debt shall at no time exceed
25% of Consol idated Capitalization.
Notwithstanding clause (i) of the proviso to this paragraph 6B(2), the Company
shall not be considered to have failed to comply with the provisions of this
paragraph 6B(2) by reason of having exceeded the maximum permitted Funded Debt
Ratio set forth in clause (i) of such proviso (a "Leverage Payment Event") so
long as (x) such Leverage Payment Event does not continue for more than 24
consecutive months, (y) the Funded Debt Ratio does not at any time exceed 4.00
to 1.00, and (z) the Company shal l have paid the fee (the "Leverage Fee")
described below. The Company agrees that, for the period during which there is
a Leverage Payment Event (or, if any period of consecutive days during which
there is a Leverage Payment Event is less than 90 da ys, then, in lieu of the
actual length of such period, for a period of 90 consecutive days beginning
with the first day of such Leverage Payment Event) the Company shall pay to
each holder of a Note a fee at the rate per annum set forth in the follow ing
table (computed on the basis of a 360-day year 30-day month) on the outstanding
principal balance of such holder's Notes (such rate to be based on the stage of
the Funded Debt Ratio and whether or not the Leverage Payment Event is before
Septembe r 30, 1999 or on or after September 30 1999), such fee to be paid
quarterly in arrears on each date upon which interest payments are due on the
Notes:
Stages Funded Debt Before On or after
Ratio Range September 30, 1999 September 30,1999
Stage 1 3.25x
