AMENDMENT NO. 1
This Amendment No. 1 (the "Amendment") is entered into as of July 1,
1996 by and among Xxxxxxx Worldwide Associates, Inc. (the "Company"), the
undersigned Banks and The First National Bank of Chicago, as Agent.
W I T N E S S E T H :
WHEREAS, the Company, certain Banks named therein and the Agent are
parties to that certain Revolving Credit Agreement dated as of November
29, 1995 (the "Agreement");
WHEREAS, pursuant to Section 2.16 of the Agreement, the Company has
requested that the Agreement be amended so as to (i) increase the
Aggregate Commitment to $100,000,000, (ii) increase the Aggregate
Eurocurrency Commitment to $22,222,220, (iii) increase the Aggregate
Revolving Commitment to $77,777,780 (such increases in Aggregate
Commitment, Aggregate Eurocurrency Commitment and Aggregate Revolving
Commitment being herein collectively called the "Commitment Increase"),
and (iv) add The Northern Trust Company (the "New Bank") as a new Bank
thereunder; and
WHEREAS, subject to the terms and conditions hereof, the undersigned
Bank and the Agent have agreed to the Commitment Increase and the addition
of the New Bank;
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the
Agreement.
2. Amendments to the Agreement.
2.1. On and after the Effective Date (as hereinafter defined), (i) the
New Bank shall for all purposes be a Bank party to the Agreement and shall
have all the rights and obligations of a Bank under the Agreement and the
Notes, with a Eurocurrency Commitment and Revolving Loan Commitment set
forth opposite its signature hereto, (ii) the Aggregate Commitment shall
be increased to $100,000,000, (iii) the Aggregate Eurocurrency Commitment
shall be increased to $22,222,220, (iv) the Aggregate Revolving Commitment
shall be increased to $77,777,780, and (v) the Eurocurrency Commitment and
Revolving Loan Commitment of each Bank (other than the New Bank) shall
remain unchanged from that in effect on June 30, 1996.
2.2. The definition of "Eurocurrency Commitment" set forth in
Article I of the Agreement is hereby amended by inserting, immediately
after the word "below" where it appears in the second line thereof, the
parenthetical "(or, in the case of The Northern Trust Company, set forth
opposite its signature to Amendment No. 1 dated as of July 1, 1996 to this
Agreement)".
2.3. The definition of "Revolving Loan Commitment" set forth in
Article I of the Agreement is hereby amended by inserting, immediately
after the word "below" where it appears in the second line thereof, the
parenthetical "(or, in the case of The Northern Trust Company, set forth
opposite its signature to Amendment No. 1 dated as of July 1, 1996 to this
Agreement)".
3. Effective Date. This Amendment shall become effective as of the
date first above written (the "Effective Date") upon receipt by the Agent
of the following:
(i) Counterparts of this Amendment duly executed by the
Company and the New Bank.
(ii) Notes payable to the order of the New Bank.
(iii) Such other documents, in each case in form and substance
satisfactory to the Agent, as the Agent may reasonably
request.
4. Notices. Pursuant to Section 10.08, the New Bank designates the
address set forth below its signature hereto as its address for purposes
of notices and other communications under the Agreement and the Notes.
5. Ratification. The Agreement (including, without limitation,
Article XI thereof), as amended hereby, shall remain in full force and
effect and is hereby ratified, approved and confirmed in all respects.
6. Reference to Agreement. From and after the Effective Date, each
reference in the Agreement to "this Agreement", "hereof", or "hereunder"
or words of like import, and all references to the Agreement in any and
all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Agreement,
as amended by this Amendment.
7. Costs and Expenses. The Company agrees to pay all reasonable
costs, fees and out-of-pocket expenses (including attorneys' fees and time
charges of attorneys for the Agent, which attorneys may be employees of
the Agent) incurred by the Agent in connection with the preparation,
execution and enforcement of this Amendment.
8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
9. 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 one and the same
agreement.
IN WITNESS WHEREOF, the Company, the New Bank and the Agent have
executed this Amendment as of the date first above written.
XXXXXXX WORLDWIDE ASSOCIATES, INC.
By:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Agent
By:
Title:
Revolving Loan Eurocurrency
Commitment Commitment
$7,777,778 $2,222,222 THE NORTHERN TRUST COMPANY
By:
Title:
00 X. XxXxxxx Xxxxxx, Xxxxx X0
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Vice President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
