EXECUTION COPY
FACILITY B (5-YEAR)
AMENDMENT No. 1 (this "Amendment"),
dated as of June 30, 1997, to the 5-Year
Amended and Restated Credit Agreement (the
"Facility B Credit Agreement"), dated as of
July 1, 1996, among XXXXXXX CORPORATION, a
Delaware corporation (the "Borrower"); the
Guarantors referred to therein; the financial
institutions from time to time party thereto
(the "Lenders"); and THE CHASE MANHATTAN
BANK, as swingline lender (in such capacity,
the "Swingline Lender") and as agent for the
Lenders (in such capacity, the
"Administrative Agent").
A. The Borrower is party to (a) the above-
referenced Facility B Credit Agreement and (b) a certain
364-Day Amended and Restated Credit Agreement (the "Facility
A Credit Agreement") dated as of July 1, 1996, among the
Borrower, the Guarantors, the Lenders and The Chase
Manhattan Bank, as Swingline Lender and Administrative Agent
(together, the "Amended and Restated Credit Agreements").
B. The Borrower has requested and the Administra-
tive Agent and the Lenders have agreed to amend certain
provisions of the Amended and Restated Credit Agreements in
order to (a) extend the Maturity Date under the Facility B
Credit Agreement until the fifth anniversary of the
Amendment Effective Date, (b) extend the Conversion Date
under the Facility A Credit Agreement an additional 364 days
from the Existing Conversion Date pursuant to Section 2.21
thereof, (c) increase the aggregate principal amount
available for Revolving Loans under the Facility B Credit
Agreement from $125 million to $165 million and (d) increase
the aggregate principal amount available for Swingline Loans
under the Facility A Credit Agreement and the Facility B
Credit Agreement from $10 million to $15 million.
C. The Borrower, the Administrative Agent and the
Lenders have agreed to amend the Facility B Credit Agreement
for the limited purposes described and on the terms and
conditions set forth herein.
D. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such
terms in the Facility B 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.
Section 1.01 of the Facility B Credit Agreement is hereby
amended as follows:
(a) The definition of "Amendment Effective Date"
is hereby inserted in alphabetical order to read as follows:
"'Amendment Effective Date' shall mean the date on
which each condition to effectiveness set forth in
Section 6 of Amendment No. 1 to this Agreement dated as
of June 30, 1997, has been satisfied."
(b) The definition of "Applicable Commitment Fee
Percentage" is hereby amended and restated in its entirety
to read as follows:
"'Applicable Commitment Fee Percentage' shall
mean, for any day, the applicable percentage set forth
below under the caption 'Fee Percentage', based upon
the Leverage Ratio as set forth below:
Leverage Ratio Fee Percentage
-------------- --------------
Category 1
Less than or equal to
1:25 0.125
Category 2
Greater than 1.25 but
less than or equal to
1.75 0.150
Category 3
Greater than 1.75 but
less than or equal to
2.50 0.200
Category 4
Greater than 2.50 but
less than or equal to
3.00 0.225
Category 5
Greater than 3.00 but
less than or equal to
3.50 0.250
Category 6
Greater than 3.50 0.300
The Leverage Ratio utilized for purposes of determining the
Fee Percentage shall be that in effect as of the last day of
the most recently completed fiscal quarter of the Borrower
in respect of which financial statements have been delivered
pursuant to this Agreement or the Existing Credit Agreement.
Each change in the Applicable Commitment Fee Percentage
resulting from a change in the Leverage Ratio shall be
effective on and after the date of delivery to the Admini-
strative Agent of the applicable financial statements to the
date of delivery of financial statements and certificates
indicating another such change."
(c) The definition of "Applicable Margin" is
hereby amended and restated in its entirety to read as
follows:
"'Applicable Margin' shall mean, for any day, with
respect to any Eurodollar Loan or Swingline Loan, as
the case may be, the applicable percentage set forth
below under the caption 'LIBOR Spread' or 'Swingline
Spread', as the case may be, based upon the Leverage
Ratio as set forth below:
LIBOR Swingline
Leverage Ratio Spread Spread
----------------- ------ ---------
Category 1
Less than or equal to
1.25 0.3500 0.4125
Category 2
Greater than 1.25 but
less than or equal to
1.75 0.4000 0.4625
Category 3
Greater than 1.75 but
less than or equal to
2.50 0.5000 0.5625
Category 4
Greater than 2.50 but
less than or equal to
3.00 0.6250 0.6875
Category 5
Greater than 3.00 but
less than or equal to
3.50 0.7500 0.8125
Category 6
Greater than 3.50 1.2500 1.3125
The Leverage Ratio utilized for purposes of determining the
Eurodollar Spread and the Swingline Spread shall be that in
effect as of the last day of the most recently completed
fiscal quarter of the Borrower in respect of which financial
statements have been delivered pursuant to this Agreement or
the Existing Credit Agreement. Each change in the
Applicable Margin resulting from a change in the Leverage
Ratio shall be effective with respect to all Loans and
Commitments outstanding on and after the date of delivery to
the Administrative Agent of the applicable financial
statements to the date of delivery of financial statements
and certificates indicating another such change."
(d) The definition of "Effective Date" is hereby
amended and restated in its entirety to read as follows:
"'Effective Date' shall mean the Amendment
Effective Date."
SECTION 2. Amendment of Section 2.21(a).
Section 2.21(a) of the Facility B Credit Agreement is hereby
amended by deleting the first sentence therefrom and
restating it in its entirety as follows:
"On the terms and subject to the conditions and
relying upon the representations and warranties herein
set forth, the Swingline Lender agrees, at any time and
from time to time from and including the Effective Date
to but excluding the earlier of (x) the Maturity Date
and (y) the termination of the Commitments in accor-
dance with the terms hereof, to make Swingline Loans to
the Borrower in an aggregate principal amount at any
time outstanding not to exceed the lesser of
(i) $15,000,000 minus the aggregate amount of the
swingline loans outstanding under the Facility A Credit
Agreement at such time and (ii) the excess of the
aggregate amount of the Commitments over the Aggregate
Revolving Loan Exposure at such time."
SECTION 3. Amendment of Section 3.05. Each
reference in Section 3.05 of the Facility B Credit Agreement
to "December 31, 1995" is hereby replaced with a reference
to "December 31, 1996", and each reference in Section 3.05
of the Facility B Credit Agreement to "March 31, 1996" is
hereby replaced with a reference to "March 31, 1997".
SECTION 4. Amendment of Schedules.
(a) Schedule 2.01 to the Facility B Credit Agreement is
hereby deleted and replaced with Schedule 2.01 to this
Amendment.
(b) Schedule 3.08 to the Facility B Credit
Agreement is hereby deleted and replaced with Schedule 3.08
to this Amendment.
SECTION 5. Representations and Warranties. The
Borrower represents and warrants as of the Amendment
Effective Date to each of the Lenders and the Administrative
Agent that:
(a) This Amendment has been duly authorized,
executed and delivered by the Borrower, and this Amendment
is, and the Facility B Credit Agreement, as amended hereby,
will upon the Amendment Effective Date be, the legal, valid
and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles
relating to enforceability (whether enforcement is sought by
proceedings in equity or at law).
(b) The representations and warranties set forth
in Article III of the Facility B Credit Agreement, as
amended hereby, are true and correct in all material
respects with the same effect as if made on the Amendment
Effective Date, 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.
SECTION 6. Conditions to Effectiveness. This
Amendment shall become effective as of and from the
Amendment Effective Date when (a) the Administrative Agent
shall have received counterparts of this Amendment that,
when taken together, bear the signatures of all the parties
hereto and (b) each of the following conditions precedent
shall have been satisfied in respect of this Amendment:
(i) the Borrower shall have requested Borrowings
under the Facility A Credit Agreement or the Facility B
Credit Agreement to be made on the Amendment Effective
Date immediately after the effectiveness of this
Amendment in a principal amount equal to the aggregate
principal amount of the Loans to be outstanding on such
date immediately prior to the effectiveness of this
Amendment (the "Outstanding Loans"), and arrangements
shall have been made for the proceeds of such
Borrowings to be applied on the Amendment Effective
Date to repay in full the Outstanding Loans;
(ii) the Borrower shall have paid all fees and
other amounts accrued for the accounts of or otherwise
owed to the Lenders as of the Amendment Effective Date,
whether or not at the time due and payable, including,
subject to Section 7 below, amounts owed under
Section 2.15 by reason of the repayment of the
Outstanding Loans referred to in paragraph (i) above;
(iii) the Administrative Agent shall have received a
certificate, dated the Amendment Effective Date and
signed by a Financial Officer of the Borrower,
confirming (A) that the representations and warranties
set forth in Article III of the Facility B Credit
Agreement, as amended hereby, are true and correct in
all material respects, with the same effect as though
made on and as of the Amendment Effective Date, except
to the extent that such representations and warranties
expressly relate to an earlier date, and (B) that no
Event of Default or Default has occurred and is
continuing;
(iv) the Administrative Agent shall have received
certified copies of the resolutions of the Board of
Directors of the Borrower approving or authorizing
approval of the execution and delivery of this
Amendment and the performance of the Facility B Credit
Agreement as amended hereby;
(v) the Administrative Agent shall have received a
certificate of the Secretary or an Assistant Secretary
of the Borrower, dated the Amendment Effective Date,
(A) as to the absence of amendments to the certificate
of incorporation or the by-laws of the Borrower since
July 31, 1995 (or, in the event there shall have been
any such amendments, setting forth copies thereof
certified by the Secretary of State of Delaware in the
case of amendments to the certificate of incorporation
and by the Secretary or an Assistant Secretary of the
Borrower in the case of amendments to the by-laws), and
(B) certifying the incumbency and signatures of the
officer or officers of the Borrower signing this
Amendment;
(vi) the Administrative Agent shall have received a
satisfactory written opinion of counsel for the
Borrower, dated the Amendment Effective Date and
addressed to the Lenders; and
(vii) the Amendment Effective Date shall have
occurred on or prior to June 30, 1997.
SECTION 7. Special Provisions Regarding Interest
Periods and Breakage. Notwithstanding any other provision
of the Facility A Credit Agreement or the Facility B Credit
Agreement, (a) the Borrowings referred to in Section 6(b)(i)
(the "Effective Date Borrowings") will have Interest Periods
ending on the same dates as the Interest Periods applicable
to the Borrowings outstanding on the Amendment Effective
Date immediately prior to the effectiveness of this Amend-
ment (the "Outstanding Borrowings"), and the aggregate
amount of such Effective Date Borrowings of each Interest
Period will be equal to the amount of the Outstanding
Borrowing with the corresponding Interest Period; (b) that
portion of the Loans made by each Lender as part of the
Effective Date Borrowings that does not exceed the
Outstanding Loans of such respective Lenders will bear
interest from and after the Amendment Effective Date at
rates equal to the LIBO Rates used in determining the rates
applicable to the corresponding Outstanding Borrowings plus
the Applicable Margin from time to time in effect (giving
effect to this Amendment); (c) all other Loans or portions
of Loans made as part of the Effective Date Borrowings by
Lenders will bear interest from and after the Amendment
Effective Date at rates equal to the applicable LIBO Rates
two Business Days prior to the Amendment Effective Date plus
the Applicable Margin from time to time in effect (giving
effect to this Amendment); and (d) each Lender with a
Commitment under the Facility B Credit Agreement on the date
hereof that will continue to have a Commitment under the
Facility B Credit Agreement after the Amendment Effective
Date hereby waives any claims it might otherwise have under
Section 2.15 of the Facility B Credit Agreement by reason of
the repayment on the Amendment Effective Date of the
Outstanding Borrowings to the extent that the Loans made by
it on the Amendment Effective Date are at least equal to the
Loans made by it that are repaid on the Amendment Effective
Date.
SECTION 8. Agreement. Except as specifically
stated herein, the provisions of the Facility B 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 Facility B Credit Agreement as amended hereby.
SECTION 9. 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 Facility B 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 Facility B Credit 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 Borrower 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 Facility B Credit Agreement in similar or
different circumstances. This Amendment shall apply and be
effective only with respect to the provisions of the
Facility B Credit Agreement specifically referred to herein.
SECTION 10. Applicable Law. THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION 11. 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 12. Expenses. The Borrower 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.
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.
XXXXXXX CORPORATION, as Borrower,
by
/s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice
President of Finance
XXXXXXX ELECTRIC CORPORATION,
XXXXXXX CABLE SYSTEMS, INC.,
TRANSPRO GROUP, INC.,
XXXXXXXXX, INC.,
XXXXXXXXX U.S. INC.,
ASSOCIATED ENGINEERING COMPANY,
and
BARON WIRE & CABLE CORP., as Guarantors,
by
/s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
by
/s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ABN AMRO BANK N.V., ATLANTA AGENCY,
by
/s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
by
/s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Group Vice President
AMSOUTH BANK OF ALABAMA,
by
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Banking Officer
THE FIRST NATIONAL BANK OF BOSTON,
by
/s/ Xxxxxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
BANQUE PARIBAS, NEW YORK BRANCH,
by
/s/ Xxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
by
/s/ Xxxx X. XxXxxxxxx, III
-------------------------------
Name: Xxxx X. XxXxxxxxx, III
Title: Vice President
COMERICA BANK,
by
/s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Account Officer
CREDIT LYONNAIS ATLANTA AGENCY,
by
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: First Vice President &
Manager
FIRST UNION NATIONAL BANK OF GEORGIA, N.A.,
by
/s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
Title: SVP
FUJI BANK, LTD.,
by
/s/ Toshiro Mitsui
-------------------------------
Name: Toshiro Mitsui
Title: Vice President and
Manager
XXXXXX TRUST AND SAVINGS BANK,
by
/s/ Xxxxxxx X. XxXxxxxxx
-------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Vice President
MELLON BANK, N.A.,
by
/s/ Xxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice
President
PNC BANK, NATIONAL ASSOCIATION,
by
/s/ Xxxx Xxxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED,
by
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President & Mgr.
by
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA,
by
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice
President
by
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Group Vice President
WACHOVIA BANK, N.A.,
by
/s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
