[CONFORMED COPY]
Exhibit 10.17a
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of December 22, 1997 to the Credit Agreement dated
as of December 7, 1995 (the "CREDIT AGREEMENT") among PRAXAIR, INC. (the
"BORROWER"), the BANKS party thereto (the "Banks"), XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (the "DOCUMENTATION AGENT"),
and THE CHASE MANHATTAN BANK, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
modify the conditions to borrowing;
NOW, THEREFORE. the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
deemed herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended
hereby.
SECTION 2. MODIFICATION OF CONDITION TO BORROWING. Section 3.02(d) of
the Credit Agreement is amended to read in its entirety as follows:
(d) if such Borrowing is not a Refunding Borrowing, the fact that the
representations and warranties of the Borrower contained in this Agreement
(except the representation and warranty set forth in Section 4.04(c) as to
any material adverse change which has theretofore been disclosed in writing
to the Banks) shall be true on and as of the date of such Borrowing; and
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the
Documentation Agent shall have received from each of the Borrower and the
Required Banks a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Documentation
Agent) that such party has signed a counterpart hereof
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
PRAXAIR, INC.
By: /S/ XXXXX X. XXXXXX
Title: Vice President & Treasurer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /S/ XXXXX X. XXXXX
Title: Vice President
THE CHASE MANHATTAN BANK
By: /S/ XXXXXX X. XXXXX
Title: Managing Director
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By: /S/ XXXXXXX XXXXXXXXX
Title: Vice President
By: /S/ XXXXX XXXXXXX
Title: Vice President
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XXXXX XXXXXXXXX XXX XXXXXX XXX,
XXX XXXX BRANCH
By: /S/ XXXXXXXX XXXXXXXXX
Title: First Vice President
By: /S/ XXXXXX X. MEDIDA
Title: Vice President
BANCA POPOLARE DI MILANO
By: /S/ XXXXXX XXXXXXXXX
Title: First Vice President
By: /S/ XXXXXXX XXXXXX
Title: Vice President
Chief Credit Officer
BANK BRUSSELS XXXXXXX,
NEW YORK BRANCH
By: /S/ XXXX XXXXXX
Title: Vice President & Manager
By: /S/ XXXXXXXX VANGAEVER
Title: Senior Vice President & Manager
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /S/ XXXXXX X. XXXX
Title: Manager, Director
THE BANK OF NEW YORK
By: /S/ XXXXXXX X. XXXXXXX. JR.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /S/ J.R. TRIMBLE
Title: Senior Relationship Manager
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By: /S/ XXXXXXX X. XXXXX
Title: Vice President
BANKBOSTON, N.A.
By: /S/ XXXXXX X. XXXXXX. JR.
Title: Director
BANQUE NATIONALE DE PARIS
By: /S/ XXXXXXX X. XXXX
Title: Senior Vice President
By: /S/ SOPHIE REVILLARD XXXXXXX
Title: Vice President
BARCLAYS BANK PLC
By: /S/ XXXXXXX X. XXXXXXXX
Title: Director
BAYERISCHE VEREINSBANK AG
NEW YORK BRANCH
By: /S/ XXXXXXXX XXXXXXXXXX
Title: Vice President
By: /S/ XXXXXX X. XXXXXXX
Title: Assistant Treasurer
CIBC INC.
By: /S/ XXXX-XXXX XXXXXXX
Title: Executive Director
CIBC Xxxxxxxxxxx Corp., as agent
COMMERZBANK AG, NEW YORK BRANCH
By: /S/ XXXXXX XXXXXXX
Title: Vice President
By: /S/ XXXXX XXXXX
Title: Assistant Treasurer
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ XXXX X. XXXXXXX
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /S/ XXXX XXXXXXXXX
Title: Vice President
By: /S/ XXXXXX X. XXXXXX
Title: Vice President
THE DAI-ICHI KANGYO BANK, LIMITED
NEW YORK BRANCH
By: /S/ XXXXXXX X. XXXXXX
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By: /S/ XXXXX X. XXXXXXX
Title: Vice President
By: /S/ XXXXXXX X. XXXXXXXXX
Title: Director
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FLEET NATIONAL BANK
By: /S/ XXXXXX X. XXXXXX
Title: Senior Vice President
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By:
Title:
GULF INTERNATIONAL BANK
By: ________________________ ___________
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /S/ XXXX X. XXXXXX
Title: Joint General Manager
ISTITUTO BANCARIO SAN PAOLO DI
TORINO, SPA
By: /S/ XXXXXXX XXXXX
Title: Vice President
By: /S/ XXXXXX XXXXXX
Title: Vice President
LTCB TRUST COMPANY
By: /S/ XXXXXXXX XXXXX
Title: Senior Vice President
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MARINE MIDLAND BANK
By: /S/ XXXX X. XXXXX
Title: Vice President
MELLON BANK, N.A.
By: /S/ XXXXXX X. XXXXX
NATIONSBANK, N.A.
By: /S/ XXXXXXXX X. XXXXXXXXXX
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /S/ XXXXXX X. XXXXX
Title: Vice President
ROYAL BANK OF CANADA
By: /S/ XXX X. XXXXXX
Title: Senior Manager
THE SAKURA BANK, LIMITED
By: /S/ XXXXXXXX XXXXXXX
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: /S/ XXXXXXX X. SMALL
Title: Vice President & Area Manager
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THE SUMITOMO BANK OF CALIFORNIA
By: /S/ XXXXX XXX
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /S/ KAZOVOSHI OGAEA
Title: Joint General Manager
THE TOKAI BANK, LIMITED
By:
Title:
TORONTO DOMINION (NEW YORK), INC.
By: /S/ XXXXXX X. XXXXXX
Title: Vice President
UNION BANK OF SWITZERLAND
By: /S/ XXXXXXXX X. XXXXXXX
Title: Assistant Treasurer
By: /S/ X.X. XXXXXXXX
Title: Director
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XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX, XXX XXXX BRANCH
By: /S/ XXXXX XXXXX
Title: Vice President
By: /S/ XXXXXX XXX
Title: Associate
THE YASUDA TRUST & BANKING CO., LTD.
By:
Title:
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