Exhibit 10
FIRST AMENDMENT TO TERM LOAN AGREEMENT
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FIRST AMENDMENT (this "Amendment"), dated as of June 11, 1997, among
REFRACO INC., a Delaware corporation (the "Borrower"), the lenders party to the
Term Loan Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY,
as Administrative Agent (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings provided such terms in the Term Loan Agreement referred to
below.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to a Term Loan Agreement, dated as of April 15, 1997 (the "Term Loan
Agreement"); and
WHEREAS, the parties hereto wish to amend the Term Loan Agreement as
provided herein;
NOW, THEREFORE, it is agreed:
1. Section 3.01 of the Term Loan Agreement is hereby amended by
deleting clause (iv) appearing therein and inserting the following new clause
(iv) in lieu thereof:
"(iv) any voluntary prepayment of Loans made on or prior to the second
anniversary of the Closing Date shall be subject to a prepayment premium
(to be paid ratably to the Banks receiving the respective prepayment)
determined as follows: (A) if such prepayment occurs after the Closing
Date but on or prior to the first anniversary of the Closing Date, then the
Borrower shall pay a prepayment premium equal to 3.0% of the principal
amount of the Loans so prepaid; and (B) if such prepayment occurs after the
first anniversary of the Closing Date but on or prior to the second
anniversary of the Closing Date, then
the Borrower shall pay a prepayment premium equal to 1.0% of the principal
amount of the Loans so prepaid."
2. Section 3.02(d) of the Term Loan Agreement is hereby amended by
deleting the word "third" appearing therein and inserting the word "second" in
lieu thereof.
3. The Banks hereby consent to the amendments to the Alpine Pledge
Agreement and the Alpine Guaranty in the form attached hereto.
4. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (x) no Default or Event of Default
exists on the First Amendment Effective Date (as defined below), both before and
after giving effect to this Amendment, and (y) all of the representations and
warranties contained in the Term Loan Agreement and the other Credit Documents
shall be true and correct in all material respects as of the First Amendment
Effective Date, both before and after giving effect to this Amendment, with the
same effect as though such representations and warranties had been made on and
as of the First Amendment Effective Date (it being understood that any
representation or warranty made as of a specified date shall be required to be
true and correct in all material respects only as of such specified date).
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provisions of the Term Loan
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
8. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Banks shall have
signed a counterpart of this Amendment (whether the same or different
counterparts) and shall have delivered (including by way of telecopier) the same
to the Administrative
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Agent at the Notice Office. The Administrative Agent shall promptly notify the
Borrower and the Banks in writing of the First Amendment Effective Date.
9. From and after the First Amendment Effective Date, all references
in the Term Loan Agreement and the other Credit Documents to the Term Loan
Agreement shall be deemed to be references to the Term Loan Agreement as
modified hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
REFRACO INC.
By /s/ Bragi X. Xxxxx
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Title: Executive Vice President
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By /s/ Xxxx X. Xxxxxxxx
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Title: Vice President
