AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 dated as of September 2, 1997 (this "Amendment")
between MELLON LEASING CORPORATION, a Pennsylvania corporation and
formerly Mellon Financial Services Corporation #3, as Lessor ("Lessor"),
and ESSEX GROUP, INC., a Michigan corporation, as Lessee ("Lessee"), to
the AGREEMENT AND LEASE dated as of April 12, 1995, as amended to date
(the "Agreement"), between Lessor and Lessee;
WITNESSETH THAT:
WHEREAS, Lessee has requested that Lessor agree to amend the
Agreement is hereinafter provided;
WHEREAS, Lessor is willing so to amend the Agreement upon and
subject to the terms and conditions hereinafter provided;
WHEREAS, unless otherwise defined herein or unless the context
otherwise requires, terms defined in the Agreement shall have the meanings
therein set forth;
NOW, THEREFORE, the parties hereto, in consideration of the premises
and their mutual covenants hereinafter set forth and intending to be
legally bound, hereby agree as follows:
1. Amendments. Section 14.1(j) of the Agreement is hereby
amended in its entirety to read in its entirety as set forth below:
(j) (i) The Bessemer Group in the aggregate shall cease to
beneficially own (within the meaning of Rule 13d-3 of the Securities
and Exchange commission), directly or indirectly, securities
representing at least 20% on a fully diluted basis of the ordinary
voting power for the election of directors of Holdings; (ii) any
Person or group (within the meaning of Rule 13d-5 of the Securities
and Exchange Commission), other than any Person or group consisting
solely of one or more members of the Bessemer Group, Investors and
directors, officers or employees (or former directors, officers or
employees) of Holdings or any of its Subsidiaries, shall, directly
or indirectly, have the power to vote or direct the voting of
securities representing a greater percentage of the ordinary voting
power for the election of directors of Holdings than securities then
beneficially owned by the Bessemer Group; (iii) any Person or group,
other than any Person or group consisting solely of members of the
Bessemer Group, Investors and directors, officers or employees (or
former directors, officers or employees) of Holdings or any of its
subsidiaries, shall have acquired, by contract or otherwise, the
power to exercise directly or indirectly a controlling influence
over the management or policies of Holdings; (iv) Holdings shall
cease to own and control, of record and beneficially, directly, 100%
of each class of outstanding Capital Stock of Lessee free and clear
of all Liens (except Liens created by the Holdings Pledge
Agreement); (v) Lessee shall issue any Capital Stock (or any
security convertible into any of its Capital Stock) that is not
pledged to Administrative Agent for the benefit of the lenders, or
(vi) at any time that any Senior Notes are outstanding, a "change of
Control" (as defined in the Senior Note Indenture) shall occur (for
purposes of this Section 14.1(j), the terms "Bessemer Group",
"Liens", "Capital Stock", "Investors", "Holdings Pledge Agreement",
"Senior Notes", "Senior Note Indenture", "Administrative Agent" and
"Lenders" shall have the respective meanings assigned to such terms
in the Credit Agreement);
2. Representations and Warranties. Lessee hereby represents and
warrants to Lessor that the representations and warranties of Lessee set
forth in Section 5.2 of the Agreement and true and correct on and as of
the date hereof except that for purposes of this Section 2, each reference
in Section 5.2 to "this Agreement" shall mean the Agreement as amended by
this Amendment, each such reference to "December 31, 1993" shall mean
"December 31, 1995", each such reference to "December 31, 1994" shall mean
"December 31, 1996" and each such reference to "Closing Date" shall mean
"Amendment Closing Date" as hereinafter defined.
3. Conditions Precedent. This Amendment shall be effective as of
September 2, 1997 upon satisfaction of the following conditions (the date
upon which such condition is satisfied being herein called the "Amendment
Closing Date"):
a. Delivery by Lessee to Lessor of a certificate of a
Responsible Officer to the effect that (i) the representations and
warranties of Lessee set forth in Section 2 hereof are true and correct on
and as of the Amendment Closing Date as though made on such Date and (ii)
on such Date no Event of Default or Unmatured Default has occurred and is
continuing.
4. Miscellaneous. The parties hereto hereby confirm that the
Agreement, as amended hereby, does and shall remain in full force and
effect.
WITNESS the date execution hereof as of the day and year first above
written.
MELLON LEASING CORPORATION,
Lessor
By /s/ Xxxxxxx X. Langrecker
Title: Vice President
ESSEX GROUP, INC., Lessee
By /s/ Xxxxx X. Xxxx
Title: Executive Vice President, CFO
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