Exhibit 4(j)
Xxxx X. Xxxxxx
Senior Vice President Finance
October 17, 1996
The Prudential Insurance Company
of America
c/o Prudential Capital Group
0000 Xxxx Xxx., Xxxxx 0000X
Xxxxxx, Xxxxx 00000
Ladies & Gentlemen:
We refer to the Note Agreement dated as of
September 9, 1993 between the undersigned, Sealright Co.,
Inc. (the "Company") and you (the "Note Agreement") and the
Master Shelf Agreement dated as of October 17, 1995 between
the Company and you (the "Shelf Agreement;" the Note
Agreement and the Shelf Agreement are herein referred to as
the "Agreements"). Unless otherwise defined herein, the
terms defined in the Agreements shall be used herein as
therein defined.
The Company was not in compliance with paragraph
6F, "Fixed Charge Coverage", of each of the Agreements as of
September 30, 1996, the end of the third fiscal quarter of
the Company. We have requested that you waive the Event of
Default caused by non-compliance with paragraph 6F of each
of the Agreements for the third fiscal quarter of the
Company.
If you agree to the above waiver of the Event of
Default caused by non-compliance with paragraph 6F of each
of the Agreements as of September 30, 1996, the end of the
third fiscal quarter of the Company, please evidence such
agreement by executing and returning at least one
counterpart of this waiver to the Company at its address at
0000 Xxxxxxxxx Xxxxx, XxXxxx, Xxxxxx, 00000, Attention of
Chief Financial Officer.
This waiver shall become effective as of the date
first above written when and if counterparts of this waiver
shall have been executed by you. The effectiveness of this
waiver is conditioned upon the accuracy of the factual
matters described above. The execution, delivery and
effectiveness of this letter waiver shall not, except as
expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreements nor constitute a waiver of
any provision of the Agreements. This waiver is subject to the
provisions of paragraph 11C of the Agreements.
Very truly yours,
SEALRIGHT CO., INC.
/s/ Xxxx X. Xxxxxx
Senior Vice President
Agreed to and accepted
as of the date
first above written:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
/s/ Xxxxxx X. Xxxx
Vice President
METROPOLITAN LIFE INSURANCE COMPANY
FIXED INCOME INVESTMENTS PRIVATE PLACEMENT XXXX
000 XXXXXXX XXXXXX, XX XXX 000, CONVENT STATION, NJ 07961-0633
October 22, 1996
Sealright Co., Inc.
0000 Xxxxxxxxx Xxxxx
XxXxxx, Xxxxxx 00000
Attention: Chief Financial Officer
Dear Sirs:
Reference is made to the Loan Agreements (as amended, the
"Agreements") dated October 22, 1991 between Sealright Co.,
Inc. (the "Company") and Metropolitan Life Insurance Company
("MetLife") and Metropolitan Insurance and Annuity Company
("MIAC"), respectively, and the Company's 8.15% Notes due
October 22, 1998 issued thereunder (as amended, the
"Notes"). Unless otherwise defined, capitalized terms used
herein shall have the meanings specified in the Notes.
The Company has requested in its letters dated October 14
and 17, 1996, the MetLife and MIAC agree to waive, for the
fiscal quarter ended September 30, 1996, compliance with
Section 4.06 of the Notes.
As holders of the Notes, as parties to the respective
Agreements and subject to the Company's agreement herewith
as evidenced by its signature at the foot hereof, MetLife
and MIAC hereby agree to waive any Event of Default
resulting from noncompliance with Section 4.06 of the Notes
for the fiscal quarter ended September 30, 1996.
It is understood that, notwithstanding the waiver in the
previous paragraph, the provisions of Section 4.06 of the
Notes shall once again apply after September 30, 1996. It
is further understood that, if any fees or other
consideration shall be received by any senior lender of the
Company, including but not limited to Prudential Capital
Group, in connection with any default or event of default
resulting from noncompliance with any fixed charge ratio or
similar requirement for the fiscal quarter ended September
30, 1996, MetLife, MIAC and any other holder of the Notes
shall receive a fee in an amount equal to that received by
such senior lender.
This agreement shall not become effective unless and until
all senior lenders of the Company have agreed in writing to
waive any default or event of default resulting from
noncompliance with any fixed charge ratio or similar
requirement for the fiscal quarter ended September 30, 1996,
and the Company has notified MetLife and MIAC in writing of
that fact.
If the Company is in agreement with the foregoing, please
evidence the Company's acceptance by signing the enclosed
counterpart hereof and returning the same to MetLife,
whereupon this letter will become a binding agreement among
the Company, MetLife and MIAC as of the date hereof.
Very truly yours,
METROPOLITAN LIFE INSURANCE COMPANY
By/s/ Xxxxxx X. Xxxxxxxxx
Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxxxxxx
Vice President
On behalf of Separate Accounts Nos. 74
and 78
METROPOLITAN INSURANCE AND
ANNUITY COMPANY
By /s/Janus A. Wiviolt
Vice President
Agreed to and
accepted as of the date
first above written
SEALRIGHT CO., INC.
By /s/ Xxxx X. Xxxxxx
Senior Vice President Finance
Xxxx X. Xxxxxx
Senior Vice President Finance
October 17, 1996
Xx. Xxxxx X. Xxxxxxxx
Divisional Executive Vice President
UMB Bank, n.a.
0000 Xxxxx
Xxxxxx Xxxx, XX 00000
Dear Xxx:
We refer to the Note Agreement dated as of October
22, 1991, as amended, between the undersigned, Sealright
Co., Inc. (the "Company") and UMB Bank, n.a. (the "Note
Agreement"). Unless otherwise defined herein, the terms
defined in the Note Agreement shall be used herein as
therein defined.
The Company was not in compliance with paragraph
5.9.5, "Fixed Charge Coverage", of the Agreement as of
September 30, 1996, the end of the third fiscal quarter of
the Company. We have requested that you waive the Event of
Default caused by non-compliance with paragraph 5.9.5 of
the Note Agreement for the third fiscal quarter of the
Company.
If you agree to the above waiver of the Event of
Default caused by non-compliance with paragraph 5.9.5 of the
Note Agreement as of September 30, 1996, the end of the
third fiscal quarter of the Company, please evidence such
agreement by executing and returning at least one
counterpart of this waiver to the Company at its address at
0000 Xxxxxxxxx Xxxxx, XxXxxx, Xxxxxx, 00000, Attention of
Chief Financial Officer.
This waiver shall become effective as of the date
first above written when and if counterparts of this waiver
shall have been executed by you. The effectiveness of this
waiver is conditioned upon the accuracy of the factual
matters described above. The execution, delivery and
effectiveness of this letter waiver shall not, except as
expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreement nor constitute a waiver
of any provision of the Agreement.
Very truly yours,
SEALRIGHT CO., INC.
/s/ Xxxx X. Xxxxxx
Senior Vice President
Agreed to and accepted
as of the date
first above written:
UMB BANK, N.A.
/s/ Xxxxx X. Xxxxxxxx
Divisional Executive Vice President
Xxxx X. Xxxxxx
Senior Vice President Finance
October 17, 1996
Xx. Xxxx Xxxxxxx, Vice President
Mutual of Omaha Insurance Company
Mutual of Omaha Plaza
Omaha, BE 68175-1011
Dear Kent:
We refer to the Note Agreement dated as of October
22, 1991, as amended, between the undersigned, Sealright
Co., Inc. (the "Company") and Mutual of?Omaha Insurance
Company and United of Omaha Insurance Company (the "Note
Agreement"). Unless otherwise defined herein, the terms
defined in the Note Agreement shall be used herein as
therein defined.
The Company was not in compliance with paragraph
4.06, "Fixed Charge Coverage", of the Agreement as of
September 30, 1996, the end of the third fiscal quarter of
the Company. We have requested that you waive the Event of
Default caused by non-compliance with paragraph 4.06 of the
Note Agreement for the third fiscal quarter of the Company.
If you agree to the above waiver of the Event of
Default caused by non-compliance with paragraph 4.06 of the
Note Agreement as of September 30, 1996, the end of the
third fiscal quarter of the Company, please evidence such
agreement by executing and returning at least one
counterpart of this waiver to the Company at its address at
0000 Xxxxxxxxx Xxxxx, XxXxxx, Xxxxxx, 00000, Attention of
Chief Financial Officer.
This waiver shall become effective as of the date
first above written when and if counterparts of this waiver
shall have been executed by you. The effectiveness of this
waiver is conditioned upon the accuracy of the factual
matters described above. The execution, delivery and
effectiveness of this letter waiver shall not, except as
expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreement nor constitute a waiver
of any provision of the Agreement.
Very truly yours,
SEALRIGHT CO., INC.
/s/ Xxxx X. Xxxxxx
Senior Vice President
Agreed to and accepted
as of the date
first above written:
MUTUAL OF OMAHA INSURANCE COMPANY
/s/ Xxxx Xxxxxxx
Virst Vice President
UNITED OF OMAHA INSURANCE COMPANY
/s/ Xxxx Xxxxxxx
Virst Vice President
