WAIVER AND AMENDMENT
March 31, 1999
Northern Life Insurance Company
c/o ReliaStar Investment Research, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
Reference is made to the Note Purchase Agreement dated as of August 31,
1995 (as amended, the "Note Purchase Agreement") between Xxxxxxxx, Inc. (the
"Company"), and Northern Life Insurance Company (the "Purchaser"),
pursuant to which the Purchaser purchased the 8.32% Senior Secured Notes
(collectively, the "Notes") of the Company dated August 31, 1995 in the
original aggregate principal amount of $5,700,000. The Purchaser is the
registered holder of 100% of the outstanding principal amount of the Notes as
reflected in the Note Register required to be maintained by the Company
pursuant to paragraph 11 of the Note Purchase Agreement. Capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the
Note Purchase Agreement.
The purpose of this letter is to request the Purchaser to waive
compliance with certain covenants of the Note Purchase Agreement.
Accordingly, the Company requests the Purchaser's consent to the following:
1. Quarterly Minimum EBITDA Amount. The Company requests that the
Purchaser waive any failure by the Company to comply with the requirements of
paragraph 4(q)(i) of the Note Purchase Agreement through February 26, 1999.
In addition, paragraph 4(q)(i) of the Note Purchase Agreement shall be
amended by increasing the minimum EBITDA requirement for the period beginning
on September 1, 1998, and ending on or about May 31, 1999, from $4,700,000 to
$4,800,00, and increasing the minimum EBITDA requirement for the period
beginning on September 1, 1998, and ending on or about August 31, 1999, from
$5,900,000 to $10,000,000.
2. Miscellaneous. Except as specifically set forth herein, all
terms and provisions of the Note Purchase Agreement and the Notes, and all
other documents and instruments related thereto, shall remain in full force
and effect with no other modification or waiver. This Waiver and Amendment
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
If you agree to the foregoing waivers and amendments of the provisions
of the Note Purchase Agreement, please so indicate by executing the form of
acknowledgement set forth below. The waivers and amendments shall then take
effect as of the date hereof.
Very truly yours,
XXXXXXXX, INC.
By: /s/ Xxxx X. XxXxxxx
Xxxx X. XxXxxxx
Its: VP Finance
Agreed to and accepted as of the
Date first-above mentioned:
NORTHERN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxxx Xxxxxx
[Signature page for Waiver and Amendment]
