Exhibit 4.3
SECOND AMENDMENT
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THIS SECOND AMENDMENT (this "Second Amendment") dated as of January 15,
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1999 is to the Credit Agreement (as previously amended, the "Credit Agreement")
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dated as of January 23, 1998 among HUSSMANN INTERNATIONAL, INC. (the "Company"),
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various financial institutions (the "Lenders") and Bank of America National
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Trust and Savings Association, as administrative agent (in such capacity, the
"Administrative Agent"). Unless otherwise defined herein, terms defined in the
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Credit Agreement are used herein as defined therein.
WHEREAS, the Company, the Lenders and the Administrative Agent have entered
into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as more
fully set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendment. Effective on (and subject to the occurrence of) the
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Amendment Effective Date (as defined below), the first parenthetical in Section
8.5 of the Credit Agreement is amended in its entirety to read "(excluding
Indebtedness of any Subsidiary to the Parent or any other Subsidiary)".
SECTION 2 Representations and Warranties. The Company represents and
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warrants to the Bank that, after giving effect hereto, (a) the representations
and warranties set forth in Section 6 of the Credit Agreement are true and
correct as of the date of the execution and delivery of this Second Amendment by
the Company with the same effect as if made on such date (except to the extent
such representations and warranties expressly refer to an earlier date, in which
case they were true and correct as of such earlier date), and (b) no Event of
Default or Unmatured Event of Default exists.
SECTION 3 Effectiveness. The amendment set forth in Section 1 above shall
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become effective on the date (the "Amendment Effective Date") when the
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Administrative Agent shall have received counterparts of this Second Amendment
executed by the Company and the Required Lenders.
SECTION 4 Miscellaneous.
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4.1 Continuing Effectiveness, etc. As herein amended, the Credit
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Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the Amendment Effective Date, all references
in the Credit Agreement and the other Loan Documents to "Credit Agreement" or
similar terms shall refer to the Credit Agreement as amended hereby.
4.2 Counterparts. This Second Amendment may be executed in any number of
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counterparts and by the different parties on separate counterparts, and each
such counterpart shall
be deemed to be an original but all such counterparts shall together constitute
one and the same Second Amendment.
4.3 Governing Law. This Second Amendment shall be a contract made under
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and governed by the laws of the State of Illinois applicable to contracts made
and to be performed entirely within such state.
4.4 Successors and Assigns. This Second Amendment shall be binding upon
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the parties hereto and their respective successors and assigns, and shall inure
to the benefit of the parties hereto and the successors and assigns of the
Administrative Agent and the Lenders.
Delivered at Chicago, Illinois, as of the day and year first above written.
HUSSMANN INTERNATIONAL, INC. CREDIT SUISSE FIRST BOSTON,
as a Co-Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X'Xxxx
Vice President and Treasurer ----------------------
Xxxx X'Xxxx
Vice President
BANK OF AMERICA NATIONAL By: /s/ Xxxxxx Xxxx
TRUST AND SAVINGS ASSOCIATION, ----------------------
as Administrative Agent, as Swing Line Xxxxxx Xxxx
Lender, as an Issuing Lender and as a Lender Vice President
By:/s/ Xxxxxxx X. Xxxxxxx THE FIRST NATIONAL BANK OF
--------------------------- CHICAGO, as a Co-Agent and as a
Xxxxxxx X. Xxxxxxx Lender
Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
BANQUE NATIONALE DE PARIS, as a -----------------------
Lender Xxxxxxx X. Xxxxxxx
Authorized Agent
By: /s/ Xxxxxx Xxxxxx du Xxxxxx
---------------------------- MARINE MIDLAND BANK, as a
Xxxxxx Xxxxxx du Bocage Lender
Executive Vice President and
General Manager By: /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx. #0000
XXX XXXX XX XXX XXXX, as a Lender Vice President
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx MELLON BANK, N.A., as a Lender
Vice President
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Assistant Vice President
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THE BANK OF TOKYO-MITSUBISHI, WESTDEUTSCHE LANDESBANK
LTD., CHICAGO BRANCH, as a Lender GIROZENTRALE, NEW YORK
BRANCH, as a Lender
By:/s/ Xxxxxx Xxxxxxxx
----------------------- By: /s/ Xxxx Xxxxxx
Xxxxxx Xxxxxxxx --------------------------
Deputy General Manager Xxxx Xxxxxx
Vice President
MERCANTILE BANK NATIONAL By: /s/ Xxxxxxxxx X. Xxxxx
ASSOCIATION, as a Lender --------------------------
Xxxxxxxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxxxx Associate
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Xxxxxxx X. Xxxxxxx
Vice President WACHOVIA BANK, N.A., as a
Lender
CREDIT AGRICOLE INDOSUEZ, as By:/s/ Xxxxxx X. Xxxxxxxx
a Lender --------------------------
Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxx Xxxxx Senior Vice President
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Xxxxx Xxxxx
First Vice President
Head of Corporate Banking
Chicago
By: /s/ Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
First Vice President
NATIONSBANK, N.A., as a Co-
Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Vice President
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Second Vice President
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