EXECUTION COPY
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
AMENDMENT dated as of January 4, 1999 to the 364-Day Credit Agreement
dated as of July 1, 1998 (the "CREDIT AGREEMENT") among XXXXXX & XXXXX
CORPORATION, the BANKS party thereto and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Agent.
The parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENT OF SECTION 5.07. Calculations of Consolidated
Operating Cash Flow for the respective periods of four consecutive fiscal
quarters ending April 4, 1999 and July 4, 1999 shall exclude the
restructuring and special charges totaling $108.5 million incurred by the
Borrower in, and reflected in the Borrower's consolidated statement of income
for, the fiscal quarter ended October 4, 1998.
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement are true on and as of the date
hereof and (ii) no Default has occurred and is continuing on the date hereof.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of
January 4, 1999 when the Agent shall have received from each of the Borrower
and the Required Banks a counterpart hereof signed by such party or facsimile
or
other written confirmation (in form satisfactory to the Agent) that such
party has signed a counterpart hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
XXXXXX & XXXXX CORPORATION
By: /s/Xxxx X. Xxxxx
------------------------------
Title: Vice President - Chief Financial
Officer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/Xxxxx X. Xxxxxxx
------------------------------
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxx X. Xxxx
------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxxxxx Xxxx
------------------------------
Title: Vice President
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/M.D. Xxxxx
----------------------------
Title: Agent
CIBC INC.
By: /s/Xxx Xxxxx
------------------------------
Title: Executive Director
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By: /s/Xxxxxxxxx Xxxxx
------------------------------
Title: Associate
By: /s/Xxxxxxx Xxxxxxxxx
------------------------------
Title: Director
FIRST UNION NATIONAL BANK
By: /s/Xxxxxx X. Page
------------------------------
Title: Vice President
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/Xxxxx X. Xxxx
------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Title: Second Vice President
BANCA NAZIONALE DEL LAVORO
S.P.A., NEW YORK BRANCH
By: ______________________________
Title:
By: ______________________________
Title:
THE BANK OF NEW YORK
By: /s/Xxx Xxxxx Xxxxxx
------------------------------
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.,
ATLANTA AGENCY
By: /s/Xxxxxxx Xxxxx
------------------------------
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/Xxxxxxx X. Xxxxxx
------------------------------
Title: Senior Vice President
KBC BANK N.V.
By: /s/Xxxxxx Xxxxxxxx
------------------------------
Title: First Vice President
By: /s/Xxxxxx Xxxxx
------------------------------
Title: Deputy General Manager
THE SUMITOMO BANK, LTD.
By: /s/Xxxx Xxxxxx
------------------------------
Title: Vice President & Manager
UNION PLANTERS NATIONAL BANK
By: /s/Xxxxxxxxx Xxxxx
------------------------------
Title: Vice President
