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EXHIBIT 4.2
July 16, 1999
X. X. Xxxxx Corporation
00000 Xxxxxxxx Xxxx, X. X.
Xxxxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Senior Vice President - Finance
Gentlemen:
Reference is made to the loan agreement, dated July 5, 1994 (the "Agreement"),
between X. X. Xxxxx Corporation (the "Company") and Metropolitan Life Insurance
Company ("MetLife"), pursuant to which MetLife acquired the Company's 9.7%
Senior Promissory Note due July 5, 2004 (the "Note") presently outstanding in
the principal amount of $10,714,000. Capitalized terms used herein without
definition have the meanings ascribed thereto in the Note.
The Company has indicated to MetLife that it or a Wholly-Owned Subsidiary will
acquire 80% of the outstanding capital stock of Escapade S. A., a French holding
Company ("Escapade"), which owns 100% of the outstanding capital stock of
Fargeot & Cie., a French slipper and footwear manufacturer, for a maximum price
of US$5,000,000 (the "Acquisition"). The Company has further indicated to
MetLife that a portion of the purchase price for the Acquisition may take the
form of a loan to Escapade by the Company or such Wholly-Owned Subsidiary but
that the amount of such loan together with the amount of such capital stock
investment in Escapade (collectively, the "Investment") will not exceed
US$5,000,000. Finally, the Company has indicated to MetLife that such loan will
be repaid from the proceeds of a commercial bank loan obtained by Escapade from
a French bank (the Bank Loan") and that the Bank Loan will be secured by a
pledge by the Company or such Wholly-Owned Subsidiary of 80% of Escapade's
capital stock acquired in the Acquisition (the "Pledge").
As holder of the Note and a party to the Agreement, MetLife hereby waives any
Event of Default under Section 11 (c) of the Note resulting from (x) a violation
of Sections 8.1 (i), 8.1 (iii) and 8.2 (vi) of the Note caused by the incurrence
by Escapade of the Bank Loan and by the making of the Pledge, provided that the
amount of the Bank Loan shall be included as Debt in all calculations made
pursuant to said Sections 8.1 (i) and 8.2 (vi) after such incurrence and making,
and (y) a violation of Section 8.11 of the Note caused by the Investment,
provided that the amount of the Investment shall be included as an "Investment"
(as defined in the Note) in all calculations made pursuant to paragraph (h) of
the definition of "Permitted Investments" contained in Section 10 of the Note.
If the foregoing is acceptable to the Company, please execute the form of
acceptance at the foot hereof, whereupon this consent shall become a binding
agreement between the Company and MetLife. By such execution, the Company shall
be deemed to represent and warrant for the purpose of Section 11 (j) of the Note
that the Acquisition, the Investment, the Bank Loan and the Pledge shall be made
as described in the second paragraph hereof.
Very truly yours,
Metropolitan Life Insurance Company
By /s/ Xxxxxxxxxx X. Xxxxxxx
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The foregoing is accepted and agreed to
X. X. Xxxxx Corporation
By /s/ Xxxxxxx X. Xxxxxxx
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