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EXHIBIT 10.29
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September __
1999, is hereby made and entered into by and between XXXXX XXXXXX INCORPORATED,
a Delaware corporation (the "Company"), and the undersigned bank (the "Bank").
WITNESSETH
WHEREAS, the Company and the Bank have entered into that certain Credit
Agreement dated as of October 1, 1998 with an initial term of 364 days (the
"Credit Agreement"); and
WHEREAS, the Company and the Bank desire to amend the Credit Agreement
as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and the Bank agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a) Section 1.01 (Definitions) of the Credit Agreement is amended as
follows:
(i) The words "or the most recent amendment to this agreement" are
inserted between the words "Agreement" and "as" in the second line
of the definition of "Commitment Limit."
(ii) The following phrase is added at the end of the definition of
"LIBOR Margin":
"; provided, further, that, in the event that the aggregate
Eurodollar Advances and Reference Rate Advances outstanding
exceed thirty-three and one-third percent (331/3%) of the
Commitment Limit, then the Eurodollar Rates in (a), (b) and
(c) above shall be increased to .245%, .35% and .52%,
respectively, for all Eurodollar Advances outstanding during
the period in which the aggregate Eurodollar Advances and
Reference Rate Advances outstanding exceed thirty-three and
one-third percent (331/3%) of the Commitment Limit."
(b) Section 2.04 (Facility and Origination Fees) of the Credit
Agreement is amended by adding the following subsection (c):
"(c) Up-Front Fee. If the Bank consents to the Company's
Extension Request pursuant to Section 3.01(h), then the
Company
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EXHIBIT 10.29
agrees to pay the Bank a one-time fee, in Dollars, equal to
.03% of the Commitment Limit, payable no later than October
15, 1999."
(c) Exhibit B (Bank and Other Banks) to the Credit Agreement is
amended in its entirety and replaced with a new Exhibit B as
attached hereto.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company's execution,
delivery and performance of this Amendment have been duly authorized by
all necessary corporate action, do not require the consent or approval
of any governmental body or other regulatory authority, and are not in
contravention of or in conflict with any law or regulation applicable to
the Company or any term or provision of the charter or bylaws of the
Company. This Amendment is the valid and legally binding obligation of
the Company, enforceable in accordance with its terms, except as such
enforceability may be
(i) limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws from time to time in effect and judicial
decisions relating to or affecting the enforceability of
creditors' rights and debtor's obligations generally, and
(ii) subject to the effect of general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3. REAFFIRMATION OF CREDIT AGREEMENT. This Amendment shall be deemed to be
an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, is hereby ratified, approved and confirmed in each and
every respect. All references to the Credit Agreement in the Credit
Agreement shall hereafter be deemed to refer to the Credit Agreement, as
amended hereby.
4. DEFINED TERMS. Terms used but not defined herein when defined in the
Credit Agreement shall have the same meanings herein unless the context
otherwise requires.
5. APPLICABLE LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas, United States of
America.
6. COUNTERPARTS. This Amendment may be separately executed (including
execution by delivery of a facsimile or telecopied signature) in any
number of counterparts and by different parties hereto in separate
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counterparts, each of which when so executed shall be deemed to
constitute one and the same Amendment.
7. SEVERABILITY. If any term or provision of this Amendment shall be
determined to be illegal or unenforceable, all other terms and
provisions of those documents shall nevertheless remain effective and
shall be enforced to the fullest extent permitted by applicable law.
8. HEADINGS. Section headings used in this Amendment are for reference only
and shall not affect the construction of this Amendment.
9. FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT,
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
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EXHIBIT 10.29
IN WITNESS WHEREOF, the Company and the Bank have caused this First
Amendment to Credit Agreement to be duly executed as of the day and year first
above written.
COMPANY:
XXXXX XXXXXX INCORPORATED
By:
---------------------------------
H. Xxxx Xxxxxx
Assistant Treasurer
BANK:
By:
---------------------------------
Name:
Title:
Commitment Limit:
(if different than limit on signature page to Credit Agreement)
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EXHIBIT 10.29
EXHIBIT B
BANK AND OTHER BANKS
Bank and Other Banks Commitment Limit
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ABN AMRO Bank N.V. 12,500,000
Australia and New Zealand Banking Group Limited 12,500,000
Bank of America National Trust and Savings Association 28,125,000
Bank of Tokyo-Mitsubishi, Ltd. 12,500,000
The Bank of New York 12,500,000
Barclays Bank PLC 25,000,000
Bayerische Hypo- Und Vereinsbank AG 12,500,000
Chase Bank of Texas, National Association 28,125,000
Citibank, NA 28,125,000
Credit Suisse First Boston 12,500,000
Dresdner Bank AG, New York Branch 12,500,000
Xxxxxx Guaranty Trust Company of New York 28,125,000
Northern Trust Company 12,500,000
Royal Bank of Canada 12,500,000
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TOTAL 250,000,000
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