EXHIBIT 4.3
First Amendment to Credit Agreement
This First Amendment to Credit Agreement (the "AMENDMENT") dated as of
August 14, 1996 by and among The Xxxxx Group Inc., XXXXX Technologies,
Inc. (collectively, the "BORROWERS"), the Banks listed below, Bank of
America Illinois as Co-Agent and Bank of Montreal as Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Co-Agent and the Agent have
heretofore executed and delivered a Credit Agreement dated as of December
18, 1995 (the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the
Agreement to revise the Commitments and the amount of the Bond Letters of
Credit;
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, the Borrower, the Banks and the Agent hereby
agree as follows:
1. The Xxxxx Group Revolving Credit Commitments are reduced by
$3,557,534, so that each Bank's Xxxxx Group Revolving Commitment is as set
forth next to its signature below.
2. Section 1.2(c) of the Credit Agreement is hereby revised in its
first sentence by deleting the reference to "three (3)" and inserting in
its place "four (4)" and by deleting the reference to "$12,355,069" and
inserting in its place "$15,912,603". In addition, Schedule 1.2(c) to the
Credit Agreement is hereby deleted and replaced with Schedule 1.2(c) to
this Amendment.
3. Each Borrower represents and warrants to each Bank that (a) each
of the representations and warranties set forth in Section 6 of the Credit
Agreement, as amended hereby, is true and correct on and as of the date of
this Amendment (except that any such representation or warranty that
expressly relates solely to an earlier date need only be true and correct
as of such date) as if made on and as of the date of this Amendment and as
if each reference therein to the Credit Agreement referred to the Credit
Agreement as amended hereby, (b) no Default or Event of Default has
occurred and is continuing and (c) without limiting the effect of the
foregoing, such Borrower's execution, delivery and performance of this
Amendment has been duly authorized, and this Amendment has been executed
and delivered by a duly authorized officer of the Borrower.
4. This Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which when
so executed shall be an original but all of which shall constitute one and
the same instrument. This Amendment shall become effective on the date
hereof upon the Agent's receipt of counterparts hereof executed by the
Borrower and each Bank. Except as specifically amended and modified
hereby, all of the terms and conditions of the Credit Agreement shall
remain unchanged and in full force and effect. No reference to this
Amendment need be made in any document making reference to the Credit
Agreement, any such reference to the Credit Agreement (including any such
reference herein, unless the context otherwise requires) to be deemed to
be a reference to the Credit Agreement as amended hereby. All capitalized
terms used herein without definition shall have the same meanings herein
as they have in the Credit Agreement. This Amendment shall be construed
and governed by and in accordance with the laws of the State of Illinois.
Dated as of the date first above written.
THE XXXXX GROUP INC.
BY /S/ XXXXX X. XXXXXXX
Name Xxxxx X. XxXxxxx
Title VP, Treasurer & Controller
XXXXX TECHNOLOGIES, INC.
By /s/ Xxxxx X. XxXxxxx
Name Xxxxx X. XxXxxxx
Title VP, Treasurer & Controller
BANK OF MONTREAL, CHICAGO BRANCH, in its individual capacity as a Bank and as
Agent
Xxxxx Group Revolving Commitment: $17,892,746.18
XXXXX Revolving Commitment: $15,102,040.82
Participation in Bond Letters of Credit: $4,005,213.00
By /s/ Xxxx Xxxxxx
Name Xxxx X. Xxxxxx
Title Director
BANK OF AMERICA ILLINOIS, in its capacities as a Bank, as an Issuing Bank,
and as Co-Agent
Xxxxx Group Revolving Commitment: $12,089,693.37
XXXXX Revolving Commitment: $10,204,081.63
Participation in Bond Letters of Credit: $2,706,225.00
By /s/ Xxxx X. Xxxxxx
Name Xxxx X. Xxxxxx
Title Managing Director
KEYBANK NATIONAL ASSOCIATION (formerly known as Society National Bank)
Xxxxx Group Revolving Commitment: $12,089,693.37
XXXXX Revolving Commitment: $10,204,081.63
Participation in Bond Letters of Credit: $2,706,225.00
By /s/ Xxxxxxxx X. Xxxx
Name Xxxxxxxx X. Xxxx
Title Vice President
BAYERISCHE VEREINSBANK AG, CHICAGO XXXXXX
Xxxxx Group Revolving Commitment: $7,253,816.02
XXXXX Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ Xxxxx /s/ X'Xxxxxx
Name Xxxxxx Xxxxx Xxxxxx X. X'Xxxxxx
Title Vice President, Vice President
DRESDNER BANK AG, New York and Grand Caymen Branches, in its capacities as a
Bank and as an Issuing Bank
Xxxxx Group Revolving Commitment: $7,253,816.02
XXXXX Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ X. Xxxxxxxxxx /s/ X. Xxxxxxxxx
Name Xxxxxxx Xxxxxxxxxx X. Xxxxxx Xxxxxxxxx
Title Vice President First Vice President
NATIONSBANK OF TEXAS, X.X.
Xxxxx Group Revolving Commitment: $7,253,816.02
XXXXX Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ Xxxxxx X. Xxxxxxxx
Name Xxxxxx X. Xxxxxxxx
Title Vice President
NBD BANK
Xxxxx Group Revolving Commitment: $7,253,816.02
XXXXX Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ Xxxxx Xxxxxx
Name Xxxxx X. Xxxxxx
Title Vice President
SCHEDULE 1.2(C)
SCHEDULE OF BOND LETTERS OF CREDIT
BOND LETTER FACE AMOUNT AS OF REIMBURSEMENT
OF CREDIT NUMBER OCTOBER 1, 1995 AGREEMENT
72893 $4,118,357 (a) December 18, 1995
(As Restated and Amended)
72993 $5,147,945 (b) December 18, 1995
(As Restated and Amended)
73193 $3,088,767 (c) December 18, 1995
(As Restated and Amended
102996 $3,557,534 (d) August, 1996
$15,912,603
(a) Such Letter of Credit backs up the Industrial Revenue Bonds (The Xxxxx
Group Project) Series 1985 of the Michigan Strategic Fund.
(b) Such Letter of Credit backs up the Industrial Revenue Bonds (The Xxxxx
Group Project) Series 1985 of the County of Cuyahoga, Ohio.
(c) Such Letter of Credit backs up the Industrial Revenue Bonds (The Xxxxx
Group Project) Series 1987 of the County of Cuyahoga, Ohio.
(d) Such Letter of Credit backs up the Industrial Revenue Bonds (The Xxxxx
Group Project) Series 1996 of the County of Bedford, Virginia.
