Exhibit 10.4.2
EXECUTION COPY
AMENDMENT NO. 2 TO THE
CREDIT AGREEMENT
Dated as of December 1, 1997
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Agreement") between
---------
PIMCO ADVISORS L.P., a Delaware limited partnership (the "Borrower"), the
--------
banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the "Lenders") and CITICORP
-------
USA, INC., as agent (the "Agent") for the Lenders.
-----
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered into a Credit
Agreement dated as of April 12, 1996 (as amended to date, the "Credit
------
Agreement"). Capitalized terms not otherwise defined in this Amendment have the
---------
same meanings as specified in the Credit Agreement.
(2) The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendment to Credit Agreement. Section 5.02(d) of the Credit
-----------------------------
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended by deleting the
ratio ".67 to 1" and substituting therefor the ratio "2 to 1".
SECTION 2. Conditions of Effectiveness. This Amendment is subject to the
---------------------------
provisions of Section 8.01 of the Credit Agreement. This Amendment shall become
effective as of the date first above written when, and only when the Agent shall
have received counterparts of this Amendment executed by the Borrower and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent
that such Lender has executed this Amendment when the Agent shall have
additionally received a certificate signed by a duly authorized officer of the
Borrower stating that:
(a) The representations and warranties contained in Section 3
hereof are correct on and as of the date of such certificate as though made
on and as of such date; and
(b) No event has occurred and is continuing that constitutes a
Default.
2
SECTION 3. Representations and Warranties of the Borrower. The
----------------------------------------------
Borrower represents and warrants as follows:
(a) The Borrower has been duly formed and is validly existing in good
standing as a limited partnership under the laws of the State of Delaware.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Credit Agreement, as amended hereby, are within the
Borrower's partnership powers, have been duly authorized by all necessary
partnership action and do not contravene (i) the Partnership Agreement or
(ii) law or any contractual restriction binding on or affecting Borrower.
(c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by
the Borrower of this Amendment or the Credit Agreement, as amended hereby.
(d) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and the Credit Agreement, as amended hereby, are
legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their respective terms.
(e) There is no pending or threatened action, suit, investigation,
litigation or proceeding affecting the Borrower or any of its Subsidiaries
before any court, governmental agency or arbitrator that (i) could have a
Material Adverse Effect or (ii) purports to affect the legality, validity
or enforceability of this Amendment, the Notes or the Credit Agreement, as
amended hereby.
SECTION 4. Reference to and Effect on the Credit Agreement and the
-------------------------------------------------------
Notes.
------
(a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement, and each reference in the
Notes to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this Amendment,
is and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed.
3
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under the Credit
Agreement nor constitute a waiver of any provision of the Credit Agreement.
SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand
------------------
all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed
-------------------------
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of New York.
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.
PIMCO ADVISORS L.P.
By /s/ XXXXXX X. XXXXXXXXXX
---------------------------------
Title: Sr. V.P.-CFO
CITICORP USA, INC.,
as Agent and as Lender
By
---------------------------------
Title:
CERTIFICATE OF OFFICER OF PIMCO ADVISORS L.P.
I, Xxxxxx X. Xxxxxxxxxx, Senior Vice President and Chief Financial Officer
of PIMCO Advisors L.P. hereby certify that:
(i) the representations and warranties contained in Section 3 of that certain
Amendment No. 2 to the Credit Agreement, dated as of April 12, 1996 among
the Partnership as Borrower, CITICORP USA, INC. as agent and certain
lenders a party thereto are true and correct on and as of the date of this
certificate as though made on and as of this date; and
(ii) No event has occurred and is continuing that constitutes a Default (as such
term is defined in such Credit Agreement).
/s/ XXXXXX X. XXXXXXXXXX
-------------------------------------------------
Xxxxxx X. Xxxxxxxxxx
Senior Vice President and Chief Financial Officer
November 25, 1997
