AMENDMENT NO.1
TO NOTE AGREEMENT FOR
7.29% SENIOR NOTES DUE 2007
XXXXX & XXXXXX MANUFACTURING COMPANY
October 28, 1999
To each of the Holders of the
7.29% Senior Notes due 2007 of
Xxxxx & Xxxxxx Manufacturing Company
Ladies and Gentlemen:
Xxxxx & Xxxxxx Manufacturing Company (the "Company") has heretofore issued
its 7.29% Senior Notes due November 10, 2007 (the "Notes") in the aggregate
principal amount of $50,000,000 under and pursuant to the Note Agreement, dated
as of November 10, 1997, among the Company and the original purchasers of the
Notes (the "Note Agreement"). Terms used herein which are defined in the Note
Agreement are used herein as so defined.
Preliminary Statement
The Company was not in compliance with the provisions of paragraph 6D of
the Note Agreement (Interest Coverage Ratio) for the period ended September 30,
1999 (the "Interest Coverage Default") and expects to be unable to effect
compliance with such provisions for the period ending December 31, 1999. The
Company was not in compliance with the provisions of paragraph 6E of the Note
Agreement (Debt to EBITDA Ratio) for the periods ended June 30, 1999 and
September 30, 1999 (the "Debt to EBITDA Default") and expects to be unable to
effect compliance with such provisions for the period ending December 31, 1999.
The Company also expects to be unable to effect compliance with the provisions
of paragraphs 6A (Maintenance of Adjusted Consolidated Net Worth) and 6F
(Consolidated Fixed Charges Coverage Ratio) of the Note Agreement for the
quarter ending December 31, 1999. As a consequence of the Interest Coverage
Default and the Debt to EBITDA Default, Events of Default have occurred and are
continuing under paragraph 7 A(v) of the Note Agreement. In addition a further
Event of Default has occurred and is continuing under paragraph 7 A(iii) of the
Note Agreement (the "Bank Cross Default") as a consequence of certain existing
defaults under the New Bank Facility (the "Existing Bank Defaults").
In connection with the foregoing the Company is requesting certain
amendments to, and consents and waivers under and in respect of, the Note
Agreement and, subject to the terms and provisions hereof, each undersigned
holder of Notes is agreeable thereto. Accordingly, the Company agrees with you
as follows:
Section 1. Waivers and Consents. Each undersigned holder of Notes hereby
(i) waives the application of the provisions of paragraph 6D of the Note
Agreement for the period ended September 30, 1999 and agrees that the Interest
Coverage Default shall not constitute an Event of Default, (ii) waives the
application of the provisions of paragraph 6E of the Note Agreement for the
periods ended June 30, 1999 and September 30, 1999 and agrees that the Debt to
EBITDA Default shall not constitute an Event of Default, (iii) waives the
application of the provisions of paragraphs 6A, 6D, 6E and 6F of the Note
Agreement for the quarter ending December 31, 1999, (iv} consents and agrees to
the execution and delivery of an amendment to the New Bank Facility in
substantially the form of Amendment No.1 and Waiver Agreement dated as of
November __, 1999 (MTH&M Draft 11/01/99) heretofore delivered to the holders of
the Notes (the "Bank Amendment") and (v) agrees that the Bank Cross Default
arising as a result of the Existing Bank Defaults shall not constitute an Event
of Default.
Section 2. Amendments. (a) The Note Agreement is hereby amended by
adding a new paragraph 5I thereto reading as follows:
5I. Incorporated Debt Provisions. If the Company shall enter into,
assume or otherwise be or become liable under (a "Debt Incurrence") any
agreement or instrument executed and delivered in connection with any
outstanding Debt (or pursuant to any revolving credit or similar
arrangement under which Debt may be outstanding) (herein called an "Other
Debt Agreement") containing one or more Additional Covenants or Additional
Defaults (the "Incorporated Debt Provisions"), such Incorporated Debt
Provisions shall ipso facto be incorporated herein as if fully set forth
at this place with such changes mutatis mutandis to make such Incorporated
Debt Provisions applicable to this Agreement and the Notes without any
further requirement for notice or action on the part of the Company or any
holder of a Note. The Company agrees that upon any such Debt Incurrence it
will (x) give notice thereof, together with a copy of the applicable
Incorporated Debt Provisions, to the holders of the Notes and (y) execute
and deliver at its expense (including, without limitation, the fees and
expenses of counsel for the holders of the Notes) an amendment to this
Agreement evidencing the amendment of this Agreement to include such
Incorporated Debt Provisions, provided that such execution and delivery
shall not be necessary for or a condition to the incorporation of the
Incorporated Debt Provisions as provided in the preceding sentence. Any
amendment or deletion of any Additional Covenant or Additional Default
arising out of any amendment to, or termination of, the relevant Other Debt
Agreement shall become effective to effect the same amendment to (or
deletion of) such Additional Covenant or Additional Default, as the case
may be, on the 180th day following the Company's giving notice thereof to
the holders of the Notes; provided, that no Default or Event of Default
shall have occurred and be continuing on such 180th day.
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(b) Paragraph 6B of the Note Agreement is amended by deleting the word
"and" at the end of clause (ix), replacing the period at the end of clause
(x) with a semicolon and adding new clauses (xi) and (xii) reading as
follows:
(xi) Liens securing the Notes and other payment obligations of
the Company hereunder and (to the extent equally and ratably secured
with the Notes and such other payment obligations) the Debt and other
payment obligations of the Company outstanding from time to time under
the New Bank Facility; and
(xii) Liens on the computer software known as "PC-DMIS" and all
future revisions, upgrades and enhancements thereto in favor of
Xxxxxxx Xxxxxx, Xxxx Xxxxx and The Church of Xxxxx Xxxxxx of
Latter-Day Saints securing obligations not in excess of the sum of
$8,500,000 plus $131 for each copy of PC-DMIS sold within five years
of the consummation of the stock acquisition referred to in clause
(ii) of the definition of Restricted Investment.
(c) Clause (ii) of paragraph 6C of the Note Agreement is amended in
its entirety to read as follows:
(ii) Debt in respect of the New Bank Facility limited to
$30,000,000 aggregate principal amount at any time outstanding
thereunder and the Subordinated Debt (as that term is defined in
Section 6 of Amendment No. 1, dated October 28, 1999, to this
Agreement);
(d) The last sentence of paragraph 6C of the Note Agreement is amended
in its entirety to read as follows:
In addition, the (Company will not permit any Subsidiary to
create, incur, assume or permit to exist Debt or issue any Preferred
Stock except (1) as permitted under clauses (ii), (iii) and (v) above,
(2) borrowings made by one or more Foreign Subsidiaries (which may be
consolidated subsidiaries, but which shall not be Wholly-Owned
Subsidiaries) transacting business in the Peoples Republic of China
(each a "Chinese Borrowing Subsidiary" and collectively ("Chinese
Borrowing Subsidiaries") in the local Chinese currency ("Chinese
Borrowings") in an aggregate amount for all Chinese Borrowing
Subsidiaries not exceeding the Dollar equivalent of $6,000,000 which
borrowings are not directly or indirectly recourse to the Company or
any other Subsidiary or any of their respective assets (by way of
Guarantee or otherwise) and (3) Debt or Preferred Stock which when
combined with outstanding Debt and the aggregate liquidation value of
all Preferred Stock of all Subsidiaries then outstanding (other than
Debt under clause (v) above and Debt referred to in the preceding
clause (2)) does not exceed the sum of $20,000,000 and 5% of Adjusted
Consolidated Net Worth as at the end of the most recently concluded
fiscal quarter of the Company.
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(e) Anything in the Note Agreement to the contrary notwithstanding,
during the Interim Period (as defined below):
(i) the Company and its Subsidiaries shall not be permitted to
make (x) any Investments pursuant to clause (vii) of the definition of
"Permitted Investments" in paragraph 10B of the Note Agreement
(without prejudice to their entitlement to hold Investments made
pursuant to said clause prior to the date hereof) or (y) any
Restricted Investments or Restricted Payments (without prejudice to
their entitlement to hold Restricted Investments made pursuant to
paragraph 6L prior to the date hereof);
(ii) the Company and its Subsidiaries shall not be permitted to
create, incur or assume any Debt pursuant to clause (iv) of paragraph
6C of the Note Agreement (without prejudice to any Debt created,
incurred or assumed thereunder and outstanding immediately prior to
the date hereof); and
(iii) the Company and its Subsidiaries shall not be permitted to
create, incur or assume any Lien pursuant to clause (ix) of paragraph
6B of the Note Agreement (without prejudice to any Lien created,
incurred or assumed thereunder and outstanding immediately prior to
the date hereof).
As used herein, the term "Interim Period" means the period from the date hereof
until the Company is again in compliance with each of paragraphs 6A, 6D, 6E and
6F of the Note Agreement (without giving effect to any waiver hereunder) and no
Event of Default has occurred and is continuing
The Company agrees that any failure to observe any of its obligations
under this Section 2(e) shall be an Event of Default for all purposes of the
Note Agreement.
(f) Clause (v) of paragraph 7A of the Note Agreement is amended
in its entirety to read as follows:
(v) the Company fails to perform, observe or comply with any
agreement contained in paragraph 4F or 4G, in the last sentence of
paragraph 5A, in paragraph 5B, 5F or 5H or in paragraph 6 or in any
Additional Covenant incorporated herein as provided in paragraph 5I,
or any event constituting an Additional Default incorporated herein as
provided in paragraph 5I shall have occurred and be continuing, or the
Company shall not have (x) consummated the Subordinated Debt Placement
referred to in Section 6 of Amendment No. 1, dated October 28, 1999,
to this Agreement ("Amendment No. 1") on or prior to the date
specified in said Section 6 or prepaid the Notes as required by said
Section 6
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from the proceeds of such Subordinated Debt Placement or (y) complied
with the provisions of Section 7 or Section 9 of Amendment No. 1;
(g) The definition of "Restricted Investment" in paragraph 10B of the
Note Agreement is hereby amended in its entirety to read as follows;
"Restricted Investment" shall mean any expenditure or the
incurrence of any liability to make any expenditure for an Investment
other than (i) a Permitted Investment and (ii) expenditures by the
Company in connection with the acquisition of shares of capital stock
of Xxxxxx Associates Inc., a Delaware Corporation, that the Company
does not own as of October 20, 1999, so long as such expenditures do
not exceed $8,500,000 plus $131 for each copy of PC-DMIS sold within
five years of the consummation of such acquisition.
(h) Paragraph 10B of the Note Agreement is further amended by adding
thereto the following additional terms in proper alphabetical order:
"Additional Covenant" shall mean any affirmative or negative
covenant or similar restriction applicable to the Company or any
Subsidiary (regardless of whether such provision is labeled or
otherwise characterized as a covenant) the subject matter of which
either (i) is similar to that of the covenants in paragraphs 5 and 6
of this Agreement, or related definitions in paragraph 10 of this
Agreement, but contains one or more percentages, amount or formulas
that is more restrictive than those set forth herein or more
beneficial to the holder or holders of the Debt created or evidenced
by the document in which such covenant or similar restriction is
contained (and such covenant or similar restriction shall be deemed an
"Additional Covenant" only to the extent that it is more restrictive
or more beneficial) or (ii) provides for (x) restrictions on the
incurrence of Debt, sales of assets or the making of Restricted
Payments or (y) the maintenance of financial ratios or of any balance
sheet item at any particular level in a manner which is different from
the subject matter of the covenants in paragraph 5 and 6 of this
Agreement, or related definitions in paragraph 10 of this Agreement.
"Additional Default" shall mean any provision contained in any
document or instrument creating or evidencing Debt of the Company
which permits the holder or holders of Debt to accelerate (with the
passage of time or giving of notice or both) the maturity thereof or
otherwise requires the Company or any Subsidiary to purchase such Debt
prior to the stated maturity thereof and which either (i) is similar
to the Defaults and Events of Default contained in paragraph 7 of
this Agreement, or related definitions in paragraph 10 of this
Agreement, but contains one or more percentages, amounts
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or formulas that is more restrictive or has a xxxxxxx xxxxx period
than those set forth herein or is more beneficial to the holder or
holders of such other Debt (and such provision shall be deemed an
"Additional Default" only to the extent that it is more restrictive,
has a xxxxxxx xxxxx period or is more beneficial) or (ii) is different
from the subject matter of the Defaults and Events of Default
contained in paragraph 7 of this Agreement, or related definitions in
paragraph 10 of this Agreement; provided, however that no such
provision that arises solely as the result of a violation of any
affirmative or negative covenant or similar restriction contained in
such document or instrument (whether or not the same is an Additional
Covenant) shall be an Additional Default.
Section 3. Increased Interest Rates. The Company agrees that the interest
rate on the Notes is hereby increased to an annual rate of 8.79% with effect
from and after July 1, 1999, and the amount of interest payable on overdue
payments on the Notes shall be a rate per annum equal to the greater of (i)
10.79% and (ii) 2.0% over the rate of interest publicly announced by Xxxxxx
Guaranty Trust Company of New York from time to time in New York City as its
Prime Rate.
Section 4. Representations and Warranties. The Company represents and
warrants to the holders of the Notes as follows:
(a) Except as described above no Default or Event of Default exists
nor will any Default or Event of Default exist after giving effect to the
effectiveness of this Agreement.
(b) None of the statements, documents or other information (including,
without limitation, the financial statements and related certificates most
recently provided to the holders of the Notes pursuant to paragraph 5A of
the Note Agreement) furnished by, or on behalf of, the Company to the
holders of the Notes in connection with the negotiation, execution and
delivery of this Agreement contain any untrue statement of a material fact
or omit a material fact necessary to make the statements contained therein
or herein not misleading in light of the circumstances in which they were
made. There is no fact which the Company has not disclosed to the holders
of the Notes which materially affects adversely or, so far as the Company
can now foresee, will materially affect adversely the business, prospects,
profits, properties or condition (financial or otherwise) of the Company
and its Subsidiaries, taken as a whole.
(c) In making the solicitation of the holders of the Notes in
connection with the execution of this Agreement the Company is in
compliance with the provisions of paragraph 11C of the Note Agreement.
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Section 5. Effectiveness. The consents and waivers under, and the
amendments to, the Note Agreement set forth in Section 1 and Section 2 shall
become effective (the "Amendment Effective Date") when (i) the Company shall
have received counterparts of this letter executed by the Required Holders, (ii)
the Company shall have entered into the New Bank Amendment which shall have the
effect of permanently waiving the Existing Bank Defaults (at least to the same
extent as Events of Default under the Note Agreement are waived hereunder) and
the same shall have become effective (except for the satisfaction of any
condition therein that this Agreement shall have become effective) and (iii)
each holder of Notes shall have received an amount equal to 0.25% of the
outstanding principal amount of Notes held by such holder. The amendments to the
Notes set forth in Section 3 shall become effective when the Company shall have
received counterparts of this letter executed by the Required Holders. The
Company shall give notice of the effectiveness hereof to all of the holders of
the Notes as provided in paragraph 11C of the Note Agreement.
Section 6. Senior Subordinated Debt Offering. The Company is requesting the
execution and delivery of this Agreement in anticipation of an offering of
approximately $35,000,000 aggregate principal amount of its senior subordinated
debt (the "Subordinated Debt") with warrants for the purchase of common stock of
the Company (the "Subordinated Debt Placement"). The Company confirms that the
Subordinated Debt will be subordinated to the Notes such that (i) no principal
payments will be made thereon prior to the payment in full of the Notes, (ii) no
payments of any kind will be made thereon if a Default or Event of Default
exists, and (iii) no payments will be made in respect thereof in any bankruptcy
proceeding involving the Company until all payments of principal, interest
(including post-petition interest), Yield Maintenance Amount and other amounts
payable under the Note Agreement shall have been paid in full in cash. The final
terms of the Subordinated Debt (including without limitation covenant levels,
defaults and subordination provisions) shall be subject to the prior written
approval of the Required Holders. Unless the Required Holders shall otherwise
agree, the Company covenants that (i) it will consummate the Subordinated Debt
Placement with the issuance of not less than $30,000,000 of Subordinated Debt
within 90 days after the Amendment Effective Date as provided in Section 5 (but
in any event not later than January 31, 2000) and (ii) it will apply a portion
of the proceeds of the Subordinated Debt Placement to the prepayment of at least
$10,000,000 principal amount of the Notes (or, if the Permanent Amendment
Proposal and the Intercreditor Requirement shall not have been implemented and
satisfied as contemplated by the provisions of Section 8 hereof, a principal
amount of Notes equal to 62.5% of the Subordinated Debt so issued) pursuant to
the provisions of paragraph 4B of the Note Agreement.
Section 7. Undertakings. In order to induce the holders of the Notes to
grant the waivers and agree to the amendments provided for in Sections 1 and 2,
the Company agrees (for the benefit of the holders of the Notes from time to
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time outstanding) that not later than November 19, 1999, the Company will, and
will cause each of its Material Domestic Subsidiaries to, grant to the
Collateral Agent for the benefit of the Secured Parties as defined in the
Intercreditor Agreement a perfected first priority interest in all of their
respective tangible property (including plants, improvements and fixtures) that
is located in the United States and all of their respective intangible personal
property pursuant to documentation (including appropriate security agreements,
legal opinions, filings and recordations) in form and substance satisfactory to
the Required Holders; provided, that (i) the Company need not grant or perfect a
security interest in a particular property if the granting of such security
interest would violate the obligations of the Company under any agreement or
instrument to which it is a party (but the Company will use its best efforts to
obtain all such third-party consents as may be required in order to grant such
security interest) or if in the sole opinion of the Required Holders the
obtaining or perfecting of a security interest in such property would be unduly
costly or burdensome, and (ii) such security interest shall be subject to any
security interest in such property as of the date of this Agreement.
Section 8. Permanent Amendments. Primarily as a result of various
restructuring charges taken or to be taken by the Company in connection with the
realignment of its business and a change in focus of its overall business
strategy, the Company has asked the holders of the Notes to enter into
negotiations to effect permanent amendments to the financial covenants and
certain other provisions under the Note Agreement (the "Permanent Amendment
Proposal"). In that connection the Company acknowledges and agrees that the
holders of the Notes and the lenders which are parties to the New Bank Facility
(the "Facility Banks") will enter into Intercreditor arrangements (for such
periods and on such terms as shall be mutually agreeable between the Facility
Banks and the holders of the Notes) which will provide in substance that the
holders of the Notes and the Facility Banks will share in recoveries on the
total Debt under the Notes and the Note Agreement and under the New Bank
Facility (upon realization upon collateral, exercise of rights of set-off and
otherwise) in the ratio of 62.5% (holders of Notes) and 37.5% (Facility Banks)
(which may result in an ultimate reallocation of amounts paid from proceeds of
the Subordinated Debt Placement described above) (the "Intercreditor
Requirement").
The Company acknowledges that the execution and delivery of this Agreement
is being sought by the Company without the holders of the Notes having had the
necessary time to (i) reach agreement with the Facility Banks on the specifics
of the intercreditor arrangements referred to in this Section 8 or (ii) review
and investigate the business and operations of the Company and its Subsidiaries
and the changes proposed therein by the Company which are necessary in order to
complete a considered and responsible analysis of the Permanent Amendment
Proposal. Notwithstanding anything to the contrary contained herein, the
implementation of the Permanent Amendment Proposal (and the respective forms of
agreements and instruments required in connection therewith) will require the
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concurrence and the approval of the Required Holders (which concurrence and
approval as to any individual holder may be given or withheld in its sole and
absolute discretion).
Section 9. Actions in respect of New Bank Facility. As of the date of this
Agreement the Company has borrowed an aggregate of $27,400,000 and there are
undrawn letters of credit in the aggregate amount of $253,632 outstanding
thereunder (collectively, the "Outstanding Bank loans"). The Company agrees
that unless and until the Permanent Amendment Proposal is approved and put into
place as contemplated by Section 8 hereof, the Company will not repay any of the
Outstanding Bank Loans (or permit any payment thereof to occur as the result of
the exercise of any rights of set off or otherwise) unless either (x) the
Required Holders shall consent thereto or (y) the Company shall prepay a
principal amount of Notes pursuant to the provisions of paragraph 4B of the Note
Agreement in an amount equal to 167% of the amount of Outstanding Bank Loans so
repaid.
Section 10. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon, and shall
inure to the benefit of, the successors and assigns of the parties hereto and
the holders from time to time of the Notes.
(b) Survival. All warranties, representations, certifications and
covenants made by the Company in this Agreement or in any certificate or other
instrument delivered by it or on its behalf under this Agreement shall be
considered to have been relied upon by the holders of the Notes and shall
survive the execution of this Agreement, regardless of any investigation made by
or on behalf of any holder of a Note. All such statements made herein or in any
such certificate or other instrument shall constitute warranties and
representations of the Company under this Agreement and the Note Agreement.
(c) Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with, and governed by, the laws of the State of New York,
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
(d) Section Headings, etc. The titles of the Sections hereof appear as a
matter of convenience only, do not constitute a part hereof and shall not affect
the construction hereof. The words "herein," "hereof," "hereunder" and "hereto"
refer to this Agreement as a whole and not to any particular Section or other
subdivision. References to Sections are, unless otherwise specified, references
to Sections of this Agreement.
(e) Counterparts. This Agreement may be executed in one or more
counterparts and shall be effective when at least one counterpart shall have
been executed by each party hereto, and each set of counterparts which,
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collectively, show execution by each such party hereto shall constitute one
duplicate original. Any party hereto may execute and deliver a counterpart of
this Agreement by delivering by facsimile transmission a signature page of this
Agreement signed by such party, and such facsimile signature shall be treated in
all respects as having the same effect as an original signature.
(f) Affirmation of Note Agreement and Notes. Except as expressly amended
hereby, the Note Agreement and the Notes shall continue in full force and effect
in accordance with the provisions thereof.
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If you are in agreement with the foregoing, please sign the form of
acceptance on an enclosed counterpart of this letter and return the same to the
Company, whereupon this letter shall become a binding agreement between us
(subject to effectiveness as aforesaid).
XXXXX & XXXXXX MANUFACTURING COMPANY
By: ________________________________
Title:
11
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
THE PRUDENTIAL LIFE INSURANCE COMPANY
OF AMERICA
By: ______________________________
Title:
PRUCO LIFE INSURANCE COMPANY
By: ______________________________
Title:
U.S. PRIVATE PLACEMENT FUND
By: Prudential Private Placement Investors, L.P.,
Investment Advisor
By: Prudential Private Placement Investors, Inc.,
its General Partner
By: __________________________
Title:
12
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
HARTFORD LIFE INSURANCE COMPANY
By: Hartford Investment Services, Inc.
Its Agent and Attorney-in-Fact
By: __________________________________
Title:
13
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA
By: __________________________________
Title:
FORT DEARBORN LIFE INSURANCE COMPANY
By: Guardian Asset Management Corp.
By: __________________________________
Title:
14
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
NATIONWIDE LIFE INSURANCE COMPANY
By: __________________________________
Title
15
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
XXXXXXXX & CO.
(Nominee for The Canada Life Assurance Company)
By: __________________________________
Title:
16
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
XXXXXXXX & CO.
(Nominee for Canada Life Insurance
Company of New York)
By: ___________________________________
Title:
17
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
XXXXXXXX & CO.
(Nominee for Canada Life Insurance
Company of America)
By: __________________________________
Title:
18
The foregoing Amendment No. 1
relating to the 7.29% Senior Notes of
Xxxxx & Xxxxxx Manufacturing
Company is hereby accepted:
PROVIDENT MUTUAL LIFE AND ANNUITY
INSURANCE COMPANY
By: __________________________________
Title:
19
