EXHIBIT 4(j)
WAIVER TO NOTE AGREEMENTS
WAIVER TO NOTE AGREEMENTS (this "Waiver") dated as of January 29,
1999, by and among FRI-MRD Corporation, a Delaware corporation (the "Company"),
and each 1997 Purchaser and 1998 Purchaser (as hereinafter defined) identified
on the signature pages hereto.
W I T N E S S E T H:
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WHEREAS, the Company and the Purchasers party thereto (the "1997
Purchasers") have entered into the Note Agreement, dated as of August 12, 1997
(as previously amended or otherwise modified, the "1997 Note Agreement"),
relating to the Company's $75,000,000 aggregate principal amount of 15% Senior
Discount Notes due January 24, 2002 (the "1997 Notes");
WHEREAS, the Company and the Purchasers party thereto (the "1998
Purchasers") have entered into the Note Agreement, dated as of June 9, 1998 (as
previously amended or otherwise modified, the "1998 Note Agreement"), relating
to the Company's $24,000,000 aggregate principal amount of 14% Senior Secured
Discount Notes due January 24, 2002 (the "1998 Notes");
WHEREAS, 1997 Purchasers holding at least 50% in aggregate Accreted
Value (as defined in the 1997 Note Agreement) of the 1997 Notes have agreed to
waive the provisions of Section 5.5 of the 1997 Note Agreement as provided
herein; and
WHEREAS, 1998 Purchasers holding at least 50% in aggregate Accreted
Value (as defined in the 1998 Note Agreement) of the 1998 Notes have agreed to
waive the provisions of Section 5.5 at the 1998 Note Agreement as provided
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Waiver.
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(1) 1997 Purchasers holding at least 50% in aggregate Accreted Value (as
defined in the 1997 Note Agreement) of the 1997 Notes hereby agree to waive the
provisions of Section 5.5 of the 1997 Note Agreement for the period from October
30, 1998 through and including October 31, 1999 to the extent necessary to
permit KKR and its subsidiaries to maintain and remain liable for secured
Indebtedness in an aggregate principal amount not to exceed $1,600,000,which
secured Indebtedness was incurred prior to the merger of FRI-Sub, Inc. with and
into KKR, pursuant to the Merger Agreement.
(2) 1998 Purchasers holding at least 50% in aggregate Accreted Value (as
defined in the 1998 Note Agreement) of the outstanding 1998 Notes agree to waive
the provisions of Section 5.5 of the 1998 Note Agreement for the period from
October 30, 1998 through and including October 31, 1999 to the extent necessary
to permit KKR and its subsidiaries to maintain and remain liable for secured
Indebtedness in an aggregate principal amount not to exceed $1,600,000,which
secured Indebtedness was incurred prior to the merger of FRI-Sub, Inc. with and
into KKR, pursuant to the Merger Agreement.
Section 2. Status of Note Agreements. This Waiver is limited solely for
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the purposes and to the extent expressly set forth herein and nothing herein
expressed or implied shall constitute an amendment or waiver of any other term,
provision or condition of the 1997 Note Agreement or the 1998 Note Agreement.
Except as expressly waived hereby, the terms and conditions of the 1997 Note
Agreement and the 1998 Note Agreement shall continue in full force and effect.
Section 3. Effectiveness. This Waiver shall become effective upon the
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execution hereof by the Company, 1997 Purchasers holding at least 50% in
aggregate Accreted Value (as defined on the 1997 Note Agreement) of the 1997
Notes and 1998 Purchasers holding at least 50% in aggregate Accreted Value (as
defined in the 1998 Note Agreement) of the 1998 Notes.
Section 4. Counterparts. This Waiver may be executed in any number of
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counterparts, all of which taken together shall constitute on Waiver, and any of
the parties hereto may execute this Waiver by signing such a counterpart .
Section 5. Headings. The descriptive headings of the various Sections
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or parts of this Waiver are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
Section 6. Governing Laws. THIS WAIVER SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND SECTION 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND
RULES.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Waiver as of the date first
above written.
FRI-MRD CORPORATION, as Company
By:
________________________________
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
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PURCHASERS:
THE MAINSTAY FUNDS, ON BEHALF OF
ITS HIGH YIELD CORPORATE BOND FUND
SERIES
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
________________________________
Name:
Title:
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THE MAINSTAY VP SERIES FUND, INC.,
ON BEHALF OF ITS HIGH YIELD CORPORATE
BOND PORTFOLIO
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
________________________________
Name:
Title:
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TEACHERS' RETIREMENT SYSTEM
OF LOUISIANA
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
_______________________________
Name:
Title:
[signature pages continued on next page]
THE XXXXX & XXXXXXXXXX MASTER
RETIREMENT TRUST
By: MacKay-Shield Financial Corporation
Its: Investment Advisor
By:
________________________________
Name:
Title:
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THE MAINSTAY FUND, ON BEHALF OF
ITS STRATEGIC INCOME FUND
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
_______________________________
Name:
Title:
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HIGHBRIDGE CAPITAL CORPORATION
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
________________________________
Name:
Title:
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POLICE OFFICERS PENSION SYSTEM OF
THE CITY OF HOUSTON
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
_______________________________
Name:
Title:
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VULCAN MATERIALS COMPANY HIGH
YIELD ACCOUNT
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By:
_______________________________
Name:
Title:
