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Exhibit (4)(n)
[THE PRUDENTIAL LETTERHEAD]
As of December 11, 0000
Xxxxxxxxxx Corporation
0000 Xxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Gentlemen:
Reference is made to:
A. The note agreement between Sundstrand Corporation (the "Company") and The
Prudential Insurance Company of America ("Prudential") dated as of January
18, 1980, as amended (the "1980 Agreement");
B. The note agreement between the Company and Prudential dated as of May 15,
1991, as amended (the "May 1991 Agreement");
C. The note agreement between the Company and Prudential dated as of
December 2, 1991, as amended (the "December 1991 Agreement'); and
D. The private shelf agreement between the Company, on the one hand, and
Prudential and the Prudential Affiliates (as defined therein) which may
become party thereto, on the other hand, dated as of December 11, 1995
(the "1995 Agreement").
Pursuant to the provisions of the 1980 Agreement, the May 1991 Agreement and
the December 1991 Agreement (herein collectively referred to as the "Earlier
Agreements"), Prudential and the Company hereby consent and agree that the
Company shall be deemed to be in compliance with or in default under (as the
case may be) paragraphs 5 and 6 of each of the Earlier Agreements only if it is
in compliance with or in default under (as the case may be) paragraphs 5 and 6
of the 1995 Agreement as the same may be amended or otherwise modified from
time to time with the written consent of Prudential.
Prudential and the Company hereby further agree that (i) termination of the
1995 Agreement shall not affect the continued application hereunder of the
referenced paragraphs thereof and (ii) upon the written request of either
Prudential or the Company, paragraphs 5 and 6 of each of the Earlier Agreements
shall be amended to restate such paragraphs in substantially the
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Sundstrand Corporation
December 11, 1995
Page Two
same form as the then existing paragraphs 5 and 6 of the 1995 Agreement.
If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart of this letter and return the same to the
undersigned, whereupon this letter shall become a binding agreement between the
Company and Prudential, modifying the Earlier Agreements in the manner and to
the extent hereinabove provided.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxxx Xxxxxxx
------------------------
Title: Vice President
The foregoing instrument is
hereby accepted as of the date
first above written
SUNDSTRAND CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Title: Vice President and Treasurer
