1
XXXXXXX ASSOCIATES, L.P. EXHIBIT 4.2
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
April 30, 1999
Gantos, Inc.
0000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
State Street Bank and Trust Company
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
This letter hereby confirms the consent of the undersigned, in accordance
with Section 10.02 of the Indenture, dated as of April 1, 1995 between Gantos,
Inc. (the "Company") and State Street Bank and Trust Company, as successor
trustee, as amended by Supplemental Indenture No. 1, dated as of December
15, 1997 ("Supplemental Indenture No. 1"), and Restated Supplemental
Indenture No. 2, dated as of June 30, 1998 ("Supplemental Indenture No.
2" and, together with the Indenture and Supplemental Indenture No. 1,
the "Indenture"), to the restructuring of the following principal payments:
The undersigned hereby consents that payment of the Pro-Rata share of the
principal amount of the Notes due to be paid to the undersigned and the other
Note holders signing similar letters on the sinking fund redemption dates
described below as "Original Payment Dates" and "Original Payment Amounts," as
set forth in Section 3.01(b) of the Indenture, shall be postponed until the
sinking fund redemption dates and in the amounts (relating only to amounts
payable to the undersigned and the other Note holders signing similar letters)
described below as "Amended Payment Dates" and "Amended Payment Amounts."
Original Original Amended Amended
Payment Dates Payment Amounts Payment Dates Payment Amounts
------------- --------------- ------------- ---------------
05/01/99* $746,246 05/01/99* $223,874
07/01/99 $746,246 07/01/99 $223,874
10/01/99 $746,246 10/01/99 $223,874
01/01/00 $746,246 01/01/00 $671,621
04/01/00 $746,246 04/01/00 $671,621
07/01/00 $746,246 07/01/00 $335,811
10/01/00 $ 71,453 10/01/00 $335,811
01/01/01 $746,246
04/01/01 $671,621
07/01/01 $444,577
* Deferral of payment originally due on July 1, 1998.
Interest shall accrue on the principal amount of the Notes postponed hereby
at the rate of
2
12.75% per annum until payment is made, provided that, to the extent interest is
not paid when due, Section 2.09 of the Indenture shall apply thereto. Nothing in
this letter is intended to waive the rights of the undersigned to receive the
sinking fund payments and interest thereon due October 1, 2000, January 1, 2001
and April 1, 2001, to the extent not previously paid or not paid under the terms
of this letter.
Within seven (7) days after the date of this letter, the
Company shall issue to the undersigned additional warrants (substantially in the
form of the warrants previously issued to the undersigned in November 1998)
exercisable until April 30, 2004 to purchase the undersigned's pro rata portion
(based on the assumption that the undersigned and the other Note holders given
similar letters to sign have signed such letters) of 475,000 Gantos Common
Shares at an exercise price of $0.01 per share as consideration for further
postponing the above-described payments of principal under the Notes. The
payment of such consideration shall not change the amount of principal and
interest due with respect to the outstanding Notes. The Company shall use its
reasonable good faith efforts to register the Gantos Common Shares underlying
the warrants on or prior to June 30, 1999 in accordance with the terms of a
Registration Rights Agreement in substantially the form of the Registration
Rights Agreement previously entered into between the parties.
In addition, as additional consideration for postponing the
above-described payments of principal under the Notes, the Company shall pay the
legal fees and expenses of Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C. on behalf of
the undersigned incurred in connection with the negotiation of this letter, the
warrants to be issued hereunder and the registration of such warrants.
If this letter is acceptable, please so indicate by
countersigning this letter in the places indicated.
XXXXXXX ASSOCIATES, L.P.
By:__________________________________
Xxxx X. Xxxxxx, General Partner
Accepted:
GANTOS, INC.
By:______________________________________
Xxxxxx X. Xxxxx
President and Chief Executive Officer
Accepted:
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By:______________________________________
Its:
3
April 30, 1999
Gantos, Inc.
0000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
State Street Bank and Trust Company
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
This letter hereby confirms the consent of the undersigned, in
accordance with Section 10.02 of the Indenture, dated as of April 1, 1995
between Gantos, Inc. (the "Company") and State Street Bank and Trust Company, as
successor trustee, as amended by Supplemental Indenture No. 1, dated as of
December 15, 1997 ("Supplemental Indenture No. 1"), and Restated Supplemental
Indenture No. 2, dated as of June 30, 1998 ("Supplemental Indenture No. 2" and,
together with the Indenture and Supplemental Indenture No. 1, the "Indenture"),
to the restructuring of the following principal payments:
The undersigned hereby consents that payment of the Pro-Rata
share of the principal amount of the Notes due to be paid to the undersigned and
the other Note holders signing similar letters on the sinking fund redemption
dates described below as "Original Payment Dates" and "Original Payment
Amounts," as set forth in Section 3.01(b) of the Indenture, shall be postponed
until the sinking fund redemption dates and in the amounts (relating only to
amounts payable to the undersigned and the other Note holders signing similar
letters) described below as "Amended Payment Dates" and "Amended Payment
Amounts."
Original Original Amended Amended
Payment Dates Payment Amounts Payment Dates Payment Amounts
------------- --------------- ------------- ---------------
05/01/99* $746,246 05/01/99* $223,874
07/01/99 $746,246 07/01/99 $223,874
10/01/99 $746,246 10/01/99 $223,874
01/01/00 $746,246 01/01/00 $671,621
04/01/00 $746,246 04/01/00 $671,621
07/01/00 $746,246 07/01/00 $335,811
10/01/00 $ 71,453 10/01/00 $335,811
01/01/01 $746,246
04/01/01 $671,621
07/01/01 $444,577
* Deferral of payment originally due on July 1, 1998.
Interest shall accrue on the principal amount of the Notes
postponed hereby at the rate of
4
12.75% per annum until payment is made, provided that, to the extent interest is
not paid when due, Section 2.09 of the Indenture shall apply thereto. Nothing in
this letter is intended to waive the rights of the undersigned to receive the
sinking fund payments and interest thereon due October 1, 2000, January 1, 2001
and April 1, 2001, to the extent not previously paid or not paid under the terms
of this letter.
Within seven (7) days after the date of this letter, the
Company shall issue to the undersigned additional warrants (substantially in the
form of the warrants previously issued to the undersigned in November 1998)
exercisable until April 30, 2004 to purchase the undersigned's pro rata portion
(based on the assumption that the undersigned and the other Note holders given
similar letters to sign have signed such letters) of 475,000 Gantos Common
Shares at an exercise price of $0.01 per share as consideration for further
postponing the above-described payments of principal under the Notes. The
payment of such consideration shall not change the amount of principal and
interest due with respect to the outstanding Notes.
If this letter is acceptable, please so indicate by
countersigning this letter in the places indicated.
GORDIAN GROUP, L.P.
By:
-------------------------------
Its:
Accepted:
GANTOS, INC.
By:
--------------------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
Accepted:
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By: ---------------------------------------------
Its:
5
April 30, 1999
Gantos, Inc.
0000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
State Street Bank and Trust Company
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
This letter hereby confirms the consent of the undersigned, in
accordance with Section 10.02 of the Indenture, dated as of April 1, 1995
between Gantos, Inc. (the "Company") and State Street Bank and Trust Company, as
successor trustee, as amended by Supplemental Indenture No. 1, dated as of
December 15, 1997 ("Supplemental Indenture No. 1"), and Restated Supplemental
Indenture No. 2, dated as of June 30, 1998 ("Supplemental Indenture No. 2" and,
together with the Indenture and Supplemental Indenture No. 1, the "Indenture"),
to the restructuring of the following principal payments:
The undersigned hereby consents that payment of the Pro-Rata
share of the principal amount of the Notes due to be paid to the undersigned and
the other Note holders signing similar letters on the sinking fund redemption
dates described below as "Original Payment Dates" and "Original Payment
Amounts," as set forth in Section 3.01(b) of the Indenture, shall be postponed
until the sinking fund redemption dates and in the amounts (relating only to
amounts payable to the undersigned and the other Note holders signing similar
letters) described below as "Amended Payment Dates" and "Amended Payment
Amounts."
Original Original Amended Amended
Payment Dates Payment Amounts Payment Dates Payment Amounts
------------- --------------- ------------- ---------------
05/01/99* $746,246 05/01/99* $223,874
07/01/99 $746,246 07/01/99 $223,874
10/01/99 $746,246 10/01/99 $223,874
01/01/00 $746,246 01/01/00 $671,621
04/01/00 $746,246 04/01/00 $671,621
07/01/00 $746,246 07/01/00 $335,811
10/01/00 $ 71,453 10/01/00 $335,811
01/01/01 $746,246
04/01/01 $671,621
07/01/01 $444,577
* Deferral of payment originally due on July 1, 1998
Interest shall accrue on the principal amount of the Notes
postponed hereby at the rate of
6
12.75% per annum until payment is made, provided that, to the extent interest is
not paid when due, Section 2.09 of the Indenture shall apply thereto. Nothing in
this letter is intended to waive the rights of the undersigned to receive the
sinking fund payments and interest thereon due October 1, 2000, January 1, 2001
and April 1, 2001, to the extent not previously paid or not paid under the terms
of this letter.
Within seven (7) days after the date of this letter, the Company shall
issue to the undersigned additional warrants (substantially in the form of the
warrants previously issued to the undersigned in November 1998) exercisable
until April 30, 2004 to purchase the undersigned's pro rata portion (based on
the assumption that the undersigned and the other Note holders given similar
letters to sign have signed such letters) of 475,000 Gantos Common Shares at an
exercise price of $0.01 per share as consideration for further postponing the
above-described payments of principal under the Notes. The payment of such
consideration shall not change the amount of principal and interest due with
respect to the outstanding Notes.
If this letter is acceptable, please so indicate by countersigning this
letter in the places indicated.
CARDINAL CAPITAL MANAGEMENT, LLC
FOR CARDINAL RECOVERY PARTNERS AND
FOR ARGYLE, L.T.D.
By:
-------------------------------
Its:
Accepted:
GANTOS, INC.
By:
----------------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
Accepted:
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By:
----------------------------------------
Its:
7
April 30, 1999
Gantos, Inc.
0000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
State Street Bank and Trust Company
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
This letter hereby confirms the consent of the undersigned, in
accordance with Section 10.02 of the Indenture, dated as of April 1, 1995
between Gantos, Inc. (the "Company") and State Street Bank and Trust
Company, as successor trustee, as amended by Supplemental Indenture No.
1, dated as of December 15, 1997 ("Supplemental Indenture No. 1"), and
Restated Supplemental Indenture No. 2, dated as of June 30, 1998
("Supplemental Indenture No. 2" and, together with the Indenture and
Supplemental Indenture No. 1, the "Indenture"), to the restructuring of the
following principal payments:
The undersigned hereby consents that payment of the Pro-Rata share of
the principal amount of the Notes due to be paid to the undersigned and the
other Note holders signing similar letters on the sinking fund redemption dates
described below as "Original Payment Dates" and "Original Payment Amounts," as
set forth in Section 3.01(b) of the Indenture, shall be postponed until the
sinking fund redemption dates and in the amounts (relating only to amounts
payable to the undersigned and the other Note holders signing similar letters)
described below as "Amended Payment Dates" and "Amended Payment Amounts."
Original Original Amended Amended
Payment Dates Payment Amounts Payment Dates Payment Amounts
05/01/99* $746,246 05/01/99* $223,874
07/01/99 $746,246 07/01/99 $223,874
10/01/99 $746,246 10/01/99 $223,874
01/01/00 $746,246 01/01/00 $671,621
04/01/00 $746,246 04/01/00 $671,621
07/01/00 $746,246 07/01/00 $335,811
10/01/00 $ 71,453 10/01/00 $335,811
01/01/01 $746,246
04/01/01 $671,621
07/01/01 $444,577
* Deferral of payment originally due on July 1, 1998.
Interest shall accrue on the principal amount of the Notes postponed
hereby at the rate of
8
12.75% per annum until payment is made, provided that, to the extent interest is
not paid when due, Section 2.09 of the Indenture shall apply thereto. Nothing in
this letter is intended to waive the rights of the undersigned to receive the
sinking fund payments and interest thereon due October 1, 2000, January 1, 2001
and April 1, 2001, to the extent not previously paid or not paid under the terms
of this letter.
Within seven (7) days after the date of this letter, the Company shall
issue to the undersigned additional warrants (substantially in the form of the
warrants previously issued to the undersigned in November 1998) exercisable
until April 30, 2004 to purchase the undersigned's pro rata portion (based on
the assumption that the undersigned and the other Note holders given similar
letters to sign have signed such letters) of 475,000 Gantos Common Shares at an
exercise price of $0.01 per share as consideration for further postponing the
above-described payments of principal under the Notes. The payment of such
consideration shall not change the amount of principal and interest due with
respect to the outstanding Notes.
If this letter is acceptable, please so indicate by countersigning this
letter in the places indicated.
NBD BANK F/K/A NBD BANK, N.A.
By:
--------------------------------
Its:
Accepted:
GANTOS, INC.
By:
----------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
Accepted:
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By:
----------------------------
Its:
