THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
C/O PRUDENTIAL CAPITAL GROUP
Four Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
April 25, 2001
ALEXANDER & XXXXXXX, INC.
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: Amendment to 1996 Agreement and 1993 Agreement
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Gentlemen:
Reference is made to (i) the Note Agreement (as amended from time to time,
the "1993 Agreement") dated as of June 4, 1993, between ALEXANDER & XXXXXXX,
INC. (the "Company") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
("Prudential"), (ii) the Private Shelf Agreement (as amended from time to
time, the "1996 Agreement" and, together with the 1993 Agreement,
the "Existing Agreements") dated as of August 2, 1996 by and between the
Company, on the one hand, and Prudential and each Prudential affiliate which
may have become bound by certain provisions of the 1996 Agreement, on the
other hand and (iii) the Private Shelf Agreement (the "2001 Agreement")
dated the date hereof by and between the Company, on the one hand, and
Prudential and each Prudential affiliate which may become bound by certain
provisions of the 2001 Agreement, on the other hand.
Pursuant to the request of the Company, Prudential hereby agrees with the
Company that the Company shall be deemed to be in compliance with or in default
under (as the case may be) paragraphs 5 and 6 of the Existing Agreements by
being in compliance with or in default under (as the case may be) paragraphs
5 and 6 of the 2001 Agreement as the same may be amended or otherwise modified
from time to time with the written consent of Prudential. No termination of
the 2001 Agreement in whole or in part shall affect the continued application
hereunder of paragraphs 5 and 6 thereof and, upon the written request of
either Prudential or the Company, paragraphs 5 and 6 of the Existing Agreements
shall be amended to restate such paragraphs in substantially the same form as
then existing in paragraphs 5 and 6 of the 2001 Agreement.
If you are in agreement with the foregoing, please execute the enclosed
counterpart of this letter and return it to the undersigned to the attention
of Xxxxx X. Xxxxx at the above address, whereupon it shall become a binding
agreement between the Company and Prudential, amending the Existing Agreements
as and to the extent provided above.
Sincerely,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxxxxx X. Xxxx
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Its: Vice President
Accepted and agreed to as of
the date first appearing above:
ALEXANDER & XXXXXXX, INC.
By: /s/ X. X. Xxxxxxxxx
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Its: Sr. VP, CFO & Treasurer
