Exhibit 10.11
FIRST AMENDEMENT, dated as of April 1, 1999 (this "Amendment"), to the
CREDIT AGREEMENT, dated as of November 17, 1997 ( the "Credit
Agreement"), among Pneumo Abex Corporation (the "Company"), the
financial institutions from time to time parties to the Credit
Agreement (the "Lenders"), the arranger and documentation agent named
therein and The Chase Manhattan Bank, as Administrative Agent. Terms
defined in the Credit Agreement shall be used in this Amendment with
their defined meanings unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, the Company has requested the Lenders to enter into this
Amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. AMENDMENT. Paragraph (f) of subsection 8.7 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(f) so long as no Default or Event of Default shall have
occurred and be continuing, or would result therefrom
(including, without limitation, compliance with subsection
8.14), other investments in Persons not to exceed $30,000,000
in the aggregate at any time ( and such investments to be
measured by their fair market value at the time of the
investment), provided that the aggregate amount of such
investments made in any one Person (together with its
Affiliates) shall not exceed $15,000,000"
II. COMMITMENT REDUCTION. The aggregate Commitments shall automatically be
permanently reduced from $120,000,000 to $100,000,000 on the First
Amendment Effective Date (as defined below).
III. MISCELLANEOUS.
1. Representations and Warranties. The Company hereby
represents and warrants as of the First Amendment
Effective Date that, after giving effect to this
Amendment, (a) no Default or Event of Default has
occurred and is continuing and (b) all representations
and warranties of the Company contained in the Loan
Documents ( with each reference to the Loan Documents in
such representations and warranties being deemed to
include, unless the context otherwise requires, this
Amendment and the Credit Agreement as amended by this
Amendment) are true and correct in all material respects
with the same effect as if made on and as of such date.
2. Expenses. The Company agrees to pay or reimburse the
Administrative Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection
with the preparation and execution of this Amendment,
including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
3. No Change. Except as expressly provided herein, no term
or provision of the Credit Agreement shall be amended,
modified or supplemented, and each term and provision of
the Credit Agreement shall remain in full force and
effect.
4. Effectiveness. This Amendment shall become effective on
the date (the "First Amendment Effective Date") on which
the Administrative Agent shall have received
counterparts hereof duly executed by the Company and the
Required Lenders.
5. Counterparts. This Amendment may be executed by the
parties hereto in any number of separate counterparts,
and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the date first above
written.
PNEUMO ABEX CORPORATION
By:/s/Xxxxx X. Xxxxx
------------------------------------
Title: Senior Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:/s/Xxxx X. Xxxxxx
------------------------------------
Title: Managing Director
BANKBOSTON, N.A.
By:/s/Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Vice President
BANQUE PARIBAS
By:/s/Xxxx X. XxXxxxxxx, III
------------------------------------
Title: Vice President
BANQUE PARIBAS
By:/s/Ro Toyoshima
------------------------------------
Title: Assistant Vice President
FUJI BANK, LIMITED
By:/s/Xxxxx Xxxxxxxx
------------------------------------
Title: Vice President & Manager
LONG TERM CREDIT BANK OF JAPAN, LTD.
By:/s/Xxxxxx Xxxx
------------------------------------
Title: Deputy General Manager
NATEXIS BANQUE BFCE
By:/s/G. Xxxxx Xxxxxx
------------------------------------
Title: Vice President
NATEXIS BANQUE BFCE
By:/s/Xxxxxx Xxxxxx
------------------------------------
Title: Associate
NATIONAL WESTMINSTER BANK PLC
By:/s/Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
ROYAL BANK OF CANADA
By:/s/Xxxx X'Xxxxxx
------------------------------------
Title: Manager
U.S. BANK NATIONAL ASSOCIATION
By:/s/Xxxx Xxxxxx
------------------------------------
Title: Banking Officer
