Exhibit 10.(iii)(D)
June 25, 1997
Xxxxxxxxxx Xxxx Holding Corp.
Xxxxxxxxxx Xxxx & Co., Incorporated
Lechmere, Inc.
000 Xxxx Xxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is hereby made to that certain (i) Program Agreement (the "Program
Agreement") dated October 12, 1989, as amended, among Xxxxxxxxxx Xxxx & Co.,
Incorporated ("MW"), General Electric Capital Corporation ("GE Capital") and
Lechmere, Inc., and (ii) Agreement (the "Fee Agreement") dated March 4, 1997
among GE Capital, Xxxxxxxxxx Xxxx Holding Corp. ("MW Holding") and MW. Except
as otherwise defined herein, terms defined in the Program Agreement or the Fee
Agreement are used herein as therein defined. The parties hereby desire to
amend the Program Agreement and Fee Agreement as herein provided.
1. The Program Agreement is hereby amended to (i) delete the reference in the
sixth recital of the March 4, 1997 amendment to the Program Agreement (the
"March 4 Amendment") to "$21,120,000" and to substitute in its place
"$35,200,000", (ii) increase the commitment amount under the second to last
paragraph of Section 1 of the March 4 Amendment with respect to the Vendor
Payable Extension Program from $150,000,000 to $250,000,000, (iii) increase
the commitment amount under the last paragraph of Section 1 of the March 4
Amendment from $500,000,000 to $600,000,000, and (iv) delete the reference
in the table in such paragraph to "150,000,000" and to substitute in its
place "$250,000,000".
2. The Fee Agreement is hereby amended to change all references to 211.2
shares of Preferred Stock therein to 352.0 shares of Preferred Stock.
3. GE Capital hereby acknowledges that it has received a certificate
representing 352.0 shares of Series C Preferred Stock of MW Holding.
4. Each of the parties hereto acknowledges that the transactions contemplated
by the amendments to the Program Agreement and the Fee Agreement effected
hereby have been consummated prior to the date hereof, and each party
hereto hereby ratifies the consummation of such transactions.
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5. Each of the parties hereto acknowledges and confirms that GE Capital has
made, and may, in its sole discretion, make, Payments pursuant to the
Program Agreement in excess of $600,000,000. Any such Payments in excess
of $600,000,000 shall be governed by the terms of the Program Agreement.
6. Each of MW and MW Holding represents and warrants to GE Capital that the
execution, delivery and performance by each of them of this Agreement and
the consummation of the transactions contemplated hereby, including the
Charter Amendment and the issuance of the Preferred Stock, have been duly
authorized by its Board of Directors, and, other than the approval of the
holders of a majority of MW Holding's outstanding common stock, which have
been obtained, do not require the consent or approval of any person which
has not been obtained.
7. This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
8. This Agreement shall be governed by, construed and enforced in accordance
with the laws of the State of New York, without regard to the principles
thereof regarding conflict of laws.
9. Except as amended hereby, the Program Agreement and the Fee Agreement shall
remain in full force and effect.
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Please confirm your agreement to the foregoing by signing and returning to the
undersigned an executed copy of this letter.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------
Name: Xxxxx Xxxxx
Title: Vice President
Accepted and Agreed to by:
XXXXXXXXXX XXXX HOLDING CORP.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXXXXX XXXX & CO., INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
LECHMERE, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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