XXXXXX MAY HOLDINGS, INC.
XXXXXXXXX XXXXX CORPORATION
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
November 14, 2001
To the Purchasers under
the Securities Purchase
Agreement dated as of
October 30, 1991, as amended
Ladies and Gentlemen:
Reference is made to that certain Securities Purchase Agreement dated
as of October 30, 1991 (as amended, supplemented or modified from time to time,
the "Agreement") among Xxxxxx May Holdings, Inc., a Delaware corporation,
Xxxxxxxxx Xxxxx Corporation, an Illinois corporation (the "Company"), and the
undersigned Purchasers.
All capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to such terms in the Agreement.
The Company has advised the Purchasers that The CIT Group/Business
Credit, Inc., the Company's lender under its revolving credit facility, has
agreed to increase by $2.0 million, until December 15, 2002, the amount of
indebtedness that may be incurred by the Company pursuant to its revolving
credit agreement.
1. Each Purchaser, by its execution of this letter below, acknowledges
and agrees that Section 7.4(b) of the Agreement is hereby amended by adding the
following immediately after the reference therein to "$30,000,000": "(or, until
December 15, 2002, $32,000,000)".
2. Except as specifically amended by this letter, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed. The
execution, delivery and performance of this letter shall not, except as
expressly provided herein, constitute a waiver of any provisions of, or operate
as a waiver of any right, power or remedy of the Purchasers under, the
Agreement.
3. This letter may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument.
4. THIS LETTER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
[signature pages follow]
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XXXXXX MAY HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxxxx
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Title: President, Chief Operating Officer
XXXXXXXXX XXXXX CORPORATION
By: /s/ Xxx X. Xxxxxxxx
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Title: President, Chief Operating Officer
Acknowledged and agreed to as of the date set forth opposite their signature.
TCW SPECIAL PLACEMENTS FUND III
Dated: November 14, 2001
By: TCW Capital
Its: Managing General Partner
By: TCW Asset Management Company
Its: Managing General Partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Group Managing Director
TCW CAPITAL, as Investment Manager
pursuant to an Investment Management
Agreement dated as of June 19, 1989
Dated: November 14, 2001
By: TCW Asset Management Company
Its: Managing General Partner
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Title: Group Managing Director
TCW CAPITAL, as Investment Manager
pursuant to an Investment Management
Agreement dated as of April 18, 1990
Dated: November 14, 2001
By: TCW Asset Management Company
Its: Managing General Partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Group Managing Director
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MEZZANINE CAPITAL
Dated: November 14, 2001
By: TCW Asset Management Company
Its: Managing General Partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Group Managing Director
JZ EQUITY PARTNERS PLC
(f/k/a MCIT (EXISTING POOL) LIMITED)
Dated: November 14, 2001
By: /s/
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Title:
------------------------------------
WCT INVESTMENT PTE. LTD
Dated: November 14, 2001
By: /s/ Xxxxx X. Xxxxxx
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Title: Director
JORDAN INDUSTRIES, INC.
Dated: November 14, 2001
By: /s/ Xxxx X. Xxxxxx XX
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Title:
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