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EXHIBIT 10.3
FOURTH AMENDMENT (this "Amendment"), dated as of
November 20, 1998, to the 5-Year Competitive Advance and
Revolving Credit Facility Agreement dated as of March 21, 1994
(as amended from time to time, the "Credit Agreement"), among
EG&G, INC., a Massachusetts corporation (the "Company"), the
Borrowing Subsidiaries (as such term is defined therein;
together with the Company, the "Borrowers"), the Lenders
listed in Schedule 2.01 thereof (the "Lenders") and THE CHASE
MANHATTAN BANK, a New York banking corporation, as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent").
A. The Borrowers have requested and the Administrative Agent and the
Lenders are willing to amend certain provisions of the Credit Agreement for the
limited purposes described and on the terms and conditions set forth herein.
B. Capitalized terms used and not defined herein are used with the
meanings assigned to such terms in the Credit Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree, on the terms
and subject to the conditions set forth herein, as follows:
SECTION 1. AMENDMENT OF SECTION 1.01 OF THE CREDIT AGREEMENT. Section
1.01 of the Credit Agreement is hereby amended as follows:
In the definition of "Applicable Percentage", the Eurodollar Spread and
Facility Fee Percentage grid is hereby amended and restated in its entirety:
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CATEGORY 1 EURODOLLAR SPREAD FACILITY FEE PERCENTAGE
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Aa3 or higher by Xxxxx'x; .230% .070%
AA- or higher by S&P
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CATEGORY 2
A1 or A2 by Xxxxx'x; .300% .100%
A+ or A by S&P
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CATEGORY 3
A3 by Xxxxx'x; .375% .125%
A- by S&P
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CATEGORY 4
Baa1 by Xxxxx'x; .450% .150%
BBB+ by S&P
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2
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CATEGORY 5
Baa2 by Xxxxx'x; .575% .175%
BBB by S&P
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CATEGORY 6
Baa3 by Xxxxx'x; .650% .225%
BBB- by S&P
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CATEGORY 7
Ba1 or lower by Xxxxx'x; .700% .300%
BB+ or lower by S&P
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SECTION 2. AMENDMENT OF SECTION 2.07 OF THE CREDIT AGREEMENT. Section
2.07(a)(i) of the Credit Agreement is hereby amended and restated as follows:
"(i) in the case of each Eurodollar Standby Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Percentage from
time to time in effect plus an additional .125% per annum on any day on which
(A) the sum of (1) the outstanding aggregate principal amount of all Standby
Loans made by all Lenders plus (2) the outstanding aggregate principal amount of
all Competitive Loans made by all Lenders exceeds (B) 33% of the Total
Commitment and"
SECTION 3. AMENDMENT OF SECTION 5.01 OF THE CREDIT AGREEMENT. Section
5.01 of the Credit Agreement is hereby amended by adding the following after the
heading thereof:
"The Company will give the Administrative Agent prompt written notice
of any change in any Rating that results in a change in the Category on which
the Applicable Percentage is based."
SECTION 4. AMENDMENT OF SECTION 5.07 OF THE CREDIT AGREEMENT. Section
5.07(b)(ii) of the Credit Agreement is hereby amended by replacing the reference
to "0.35:1.00" with a reference to "0.55:1.00".
SECTION 5. AMENDMENT OF SECTION 5.08 OF THE CREDIT AGREEMENT. Section
5.08(h) of the Credit Agreement is hereby amended and restated as follows:
"(h) to the extent that the value of all Margin Stock owned by the
Company and its Consolidated Subsidiaries (determined in accordance with
Regulation U) exceeds 25% of the value of the total assets of the Company and
its Consolidated Subsidiaries subject to this Section 5.08 (as so determined),
Liens on such excess Margin Stock (it being understood that Margin Stock not in
excess of 25% of the value of such assets will be subject to the restrictions of
this Section 5.08)."
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SECTION 6. AMENDMENT OF SECTION 5.09 OF THE CREDIT AGREEMENT. Section
5.09 of the Credit Agreement is hereby amended by adding the following at the
end thereof:
"(c) Notwithstanding anything in the foregoing to the contrary, to the
extent that the value of all Margin Stock owned by the Company and its
Consolidated Subsidiaries (determined in accordance with Regulation U) exceeds
25% of the value of the total assets of the Company and its Consolidated
Subsidiaries subject to this Section 5.09 (as so determined), the restrictions
contained in subsections (a)(ii) and (b)(ii) of this Section 5.09 shall not
apply to such excess Margin Stock (it being understood that Margin Stock not in
excess of 25% of the value of such assets will be subject to the restrictions of
this Section 5.09)."
SECTION 7. AMENDMENT OF ARTICLE V OF THE CREDIT AGREEMENT. Article V of
the Credit Agreement is hereby amended by adding the following at the end
thereof:
"SECTION 5.10. OWNERSHIP OF MARGIN STOCK. The Company will not, and
will not permit its Subsidiaries to, own Margin Stock to the extent the value of
such Margin Stock would exceed 28% of the value of the total assets of the
Company and its Consolidated Subsidiaries."
SECTION 8. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each of the Lenders and the Administrative Agent, on and as of the
date hereof, that:
(a) This Amendment has been duly authorized, executed and delivered by
the Company, and each of this Amendment and the Credit Agreement, as amended
hereby, constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
(b) The representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects with the same
effect as if made on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(c) Immediately before and immediately after the effectiveness of this
Amendment, no Event of Default or Default has occurred and is continuing.
(d) Any reprogramming required to permit the proper functioning, in and
following the year 2000, of (i) the Company's and each Subsidiary's computer
systems and (ii) equipment containing embedded microchips (including systems and
equipment supplied by others or with which the Company's or any Subsidiary's
systems interface) and the testing of all such systems and equipment, as so
reprogrammed, will be completed by July 1, 1999 except to the extent that the
failure to complete such reprogramming and testing could not in the aggregate
result in a Material Adverse Effect. The cost to the Company and the
Subsidiaries of such reprogramming and testing and of the reasonably foreseeable
consequences of year 2000 to the Company and the Subsidiaries (including,
without limitation, reprogramming errors and the failure of others' systems or
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equipment) will not result in a Default or a Material Adverse Effect. Except for
such of the reprogramming referred to in the preceding sentence as may be
necessary, the computer and management information systems of the Company and
each Subsidiary are and, with ordinary course upgrading, replacement and
maintenance, will continue for the term of this Agreement to be, sufficient to
permit the Company and each Subsidiary to conduct its business without a
Material Adverse Effect.
SECTION 9. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective when the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of the Required
Lenders.
SECTION 10. CREDIT AGREEMENT. Except as specifically stated herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as amended hereby.
SECTION 11. EFFECT OF AMENDMENT. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders under the
Credit Agreement, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrowers to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement in similar or different circumstances. This Amendment
shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
SECTION 12. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 13. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.
SECTION 14. EXPENSES. The Company agrees to reimburse the
Administrative Agent for all reasonable out-of-pocket expenses incurred by it in
connection with this Amendment, including, but not limited to, the reasonable
fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the
Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
EG&G, INC.,
by
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK, individually
and as Administrative Agent for the
Lenders,
by
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
DRESDNER BANK A.G., NEW YORK BRANCH
AND GRAND CAYMAN BRANCH,
by
/s/ Xxx Xxxxxxxx
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Name: Xxx Xxxxxxxx
Title: Senior Vice President
by
/s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
BANKBOSTON N.A.,
by
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
by
/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx XxXxxxxx
Title: Corporate Banking Officer
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THE NORTHERN TRUST COMPANY,
by
/s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
ROYAL BANK OF CANADA,
by
/s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Manager
STANDARD CHARTERED BANK,
by
/s/ Xxxxxx Xxxx Bright
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Name: Xxxxxx Xxxx Bright
Title: Vice President
by
/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
WACHOVIA BANK, N.A.,
by
/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
