EXHIBIT 4.5
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of June 30, 1995, to the
$2,200,000,000 Credit Agreement dated as of July 19, 1994 (as
heretofore amended, the "Credit Agreement") among XXXXXXX
COMPANIES, INC., the BANKS party thereto, the AGENTS party
thereto and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Managing Agent.
W I T N E S S E T H:
WHEREAS, the Borrower desires to amend the Credit
Agreement to effect the amendments reflected herein, and the
Banks party hereto are willing to agree to such amendments;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein that is
defined in the Credit Agreement shall have 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
from and after the date hereof refer to the Credit Agreement as
amended hereby.
SECTION 2. Amendment of Section 1.01 of the Credit
Agreement. Section 1.01 of the Credit Agreement is hereby
amended by changing the dollar amount set forth in the definition
of "Letter of Credit Commitment" from "$160,000,000" to
"$200,000,000".
SECTION 3. Amendment of Section 2.05 of the Credit
Agreement. (a) The table set out in Section 2.05(a) is hereby
amended to read in its entirety as follows:
Rating Level Base Rate Margin Additional Margin
I 0% 0.1000%
II, III, IV 0% 0.1250%
V 0% 0.1875%
VI 0% 0.2500%
VII 0.1250% 0.3750%
During Credit Watch
Period 0% 0.2500%
(b) The table set out in Section 2.05(b) is hereby
amended to read in its entirety as follows:
Rating Level CD Margin Additional Margin
I 0.3250% 0.1000%
II 0.3750% 0.1250%
III 0.4500% 0.1250%
IV 0.5750% 0.1250%
V 0.8125% 0.1875%
VI 1.1250% 0.2500%
VII 1.2500% 0.3750%
During Credit Watch
Period 1.1250% 0.2500%
(c) The table set out in Section 2.05(c) is amended to
read in its entirety as follows:
Euro-Dollar
Rating Level Margin Additional Margin
I 0.2000% 0.1000%
II 0.2500% 0.1250%
III 0.3250% 0.1250%
IV 0.4500% 0.1250%
V 0.6875% 0.1875%
VI 1.0000% 0.2500%
VII 1.1250% 0.3750%
During Credit Watch
Period 1.0000% 0.2500%
SECTION 4. Amendment of Section 2.07 of the Credit
Agreement. The table set out in Section 2.07(a)(i) is hereby
amended to read in its entirety as follows:
Rating Level Commitment Fee Rate
I or II 0.0000%
III 0.0250%
IV 0.0625%
V 0.0875%
VI or VII 0.1250%
During Credit Watch
Period 0.1250%
(b) The table set out in Section 2.07(b) is hereby
amended to read in its entirety as follows:
Rating Level Facility Fee Rate
I 0.1000%
II, III or IV 0.1250%
V 0.1875%
VI 0.2500%
VII 0.3750%
During Credit Watch
Period 0.2500%
(c) The table set out in Section 2.07(c) is hereby
amended to read in its entirety as follows:
Rating Level Letter of Credit Fee Rate
I 0.2000%
II 0.2500%
III 0.3250%
IV 0.4500%
V 0.6875%
VI 1.0000%
VII 1.1250%
During Credit Watch
Period 1.0000%
SECTION 5. Amendment of Section 5.09 of the Credit
Agreement. (a) Section 5.09 of the Credit Agreement is hereby
amended by inserting immediately before the colon appearing
before the table set forth therein the phrase "opposite the
period in which such day occurs".
(b) Section 5.09 of the Credit Agreement is hereby
further amended by changing the table found therein to read in
its entirety as follows:
Period Ratio
Effective Date through
April 22, 1995 1.40 to 1
April 23, 1995 through
December 30, 1995 1.25 to 1
December 31, 1995 through
December 30, 1996 1.30 to 1
December 31, 1996 through
April 20, 1997 1.40 to 1
April 21, 1997 through
December 30, 1997 1.55 to 1
December 31, 1997 through
December 30, 1998 1.66 to 1
December 31, 1998 through
December 30, 1999 1.77 to 1
Thereafter 1.90 to 1
SECTION 6. Amendment to Section 5.13 of the Credit
Agreement. (a) Section 5.13(a) of the Credit Agreement is
hereby amended by deleting the word "and" after the semicolon at
the end of clause (xiv) thereof, renumbering clause (xv) thereof
as clause (xvi), and inserting the following new clause (xv):
(xv) Debt of the Borrower, payable on demand or
maturing less than one year after the date of its
incurrence, in an aggregate principal amount outstanding
at any time not exceeding $100,000,000; and
(b) Clause (vi) of Section 5.13(b) of the Credit
Agreement is hereby amended by changing the phrase "(xiv) and
(xv)" to read "(xiv), (xv) and (xvi)" where such words appear in
such clause.
SECTION 7. Amendments to Security Documents and
Guarantee Agreements. Each Bank party hereto hereby
unconditionally and irrevocably authorizes and directs the
Collateral Agent to execute and deliver amendments to each
Security Document and Guarantee Agreement substantially in the
forms attached hereto as Exhibits A through E.
SECTION 8. Counterparts; Effectiveness. (a) 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.
This Amendment shall become effective as of the date hereof when
the Managing Agent shall have received duly executed counterparts
hereof signed by the Borrower and (i) except in the case of the
amendments contained in Sections 3 and 4 hereof, the Required
Banks and (ii) in the case of the amendments contained in
Sections 3 and 4 hereof, all the Banks (or, in the case of any
Bank as to which an executed counterpart shall not have been
received, the Managing Agent shall have received telegraphic,
telex or other written confirmation from such party of execution
of a counterpart hereof by such Bank). When the amendments
contained in Section 3 become effective, interest on Fixed Rate
Loans outstanding on the date of effectiveness shall accrue for
each day during the applicable Interest Period on or after such
date with a CD Margin or Euro-Dollar Margin giving effect to such
amendments.
SECTION 9. Reduction of Commitments. When the
amendments contained in Sections 3 and 4 become effective, the
Tranche A Commitments shall automatically be reduced by
$250,000,000, without any requirement that the Borrower give any
notice to the Managing Agent pursuant to Section 2.08 of the
Credit Agreement.
SECTION 10. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
XXXXXXX COMPANIES, INC.
XXXX X. XXXXXXXX
By Xxxx X. Xxxxxxxx
Title: Vice President and
Treasurer
XXXXX
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
XXXXXXX X. XXXX
By Xxxxxxx X. Xxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
J. XXXXXXX XXXXXXX
By J. Xxxxxxx Xxxxxxx
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
F.C.H. XXXXX
By F.C.H. Xxxxx
Title: Senior Manager Loan Operations
CANADIAN IMPERIAL BANK OF COMMERCE
XXXX X. XXXXXXX
By Xxxx X. Xxxxxxx
Title: Authorized Signatory
CREDIT SUISSE
XXXXX X. XXXXXXXXXXX
By Xxxxx X. Xxxxxxxxxxx
Title: Member of Senior Management
XXXXXXX XXXXXXXXXX
By Xxxxxxx Xxxxxxxxxx
Title: Member of Senior Management
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
XXXX X. XXXXXXXX
By Xxxx X. Xxxxxxxx
Title: Assistant Vice President
XXXX XXXXXXXXXX
By Xxxx Xxxxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
XXXXX XXXXXX
By Xxxxx Xxxxxx
Title: Vice President and
Senior Manager
NATIONSBANK OF TEXAS, N.A.
XXXXXX XXXXXX
By Xxxxxx Xxxxxx
Title: Senior Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
XXXXXXX X. XXXXX
By Xxxxxxx X. Xxxxx
Title: Vice President
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
XXXXXXXXX XXXX
By Xxxxxxxxx Xxxx
Title: General Manager
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
XXXXXXX X. XXXXXXXX
By Xxxxxxx X. Xxxxxxxx
Title: Vice President
THE TORONTO-DOMINION BANK
X.X. XXXXXX
By X.X. Xxxxxx
Title: Manager Credit Administration
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
XXX XXXXXXXX
By Xxx Xxxxxxxx
Title: Vice President -
Corporate Banking
XXXXXX KUBORE
By Xxxxxx Kubore
Title: Assistant Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
XXXXXXX X. XXXXX
By Xxxxxxx X. Xxxxx
Title: Senior Vice President
XXXX XXXXX
By Xxxx Xxxxx
Title: Assistant Vice President
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
XXXXX X. XXXXXX
By Xxxxx X. Xxxxxx
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
XXXXXX XXXXXXXXX
By Xxxxxx Xxxxxxxxx
Title: Senior Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
J. XXXXX XXXXXX
By J. Xxxxx Xxxxxx
Title: Vice President
W. XXXXXXX XXXXXXX
By W. Xxxxxxx Xxxxxxx
Title: Vice President, Manager
THE SANWA BANK LIMITED,
DALLAS AGENCY
XXXXX XXXXXX
By Xxxxx Xxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
XXXXX X. XXXXXX
By Xxxxx X. Xxxxxx
Title: Vice President
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
K. XXXXX XXXXX
By K. Xxxxx Xxxxx
Title: Senior Vice President
CITIBANK N.A.
W. P. XXXXXXX
By X. X. Xxxxxxx
Title: Vice President
COMMERZBANK AG, ATLANTA AGENCY
XXXXXXX X. XXXXXX
By Xxxxxxx X. Xxxxxx
Title: Senior Vice President & Manager
XXXXXXX XXXX
By Xxxxxxx Xxxx
Title: Assistant Treasurer
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
XXXXXXX XXXXXXX
By Xxxxxxx Xxxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
XXXXXX X. XXXXXX, XX.
By Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
LTCB TRUST COMPANY
XXXXXX XXXXXX
By Xxxxxx Xxxxxx
Title: Executive Vice President
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
XXXXXXX XXXXXXXX
By Xxxxxxx Xxxxxxxx
Title: Joint General Manager
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
XXXXXX X. XXXXX
By Xxxxxx X. Xxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
XXXXXX X. XXXXX
By Xxxxxx X. Xxxxx
Title: Vice President
UNITED STATES NATIONAL BANK
OF OREGON
XXXXX X. XXXXXXX
By Xxxxx X. Xxxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS
J. XXXXXXX XXXXXXX
By J. Xxxxxxx Xxxxxxx
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
XXXXXXX X. XXXXXXXX
By Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANK OF HAWAII
XXXXXX X. XXXXXXXX
By Xxxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
XXXX X. XXXXXX
By Xxxx X. Xxxxxx
Title: Vice President & Manager
BANQUE PARIBAS
PIERRE-XXXX XX XXXXXXXX
By Pierre-Xxxx xx Xxxxxxxx
Title: General Manager
XXXXXX X. XXXX
By Xxxxxx X. Xxxx
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
XXXX X. XXXXX
By Xxxx X. Xxxxx
Title: Assistant Vice President
XXXXXXX X. XXXXXXX
By Xxxxxxx X. Xxxxxxx
Title: Vice President
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
XXXX XXXXXXX
By Xxxx Xxxxxxx
Title: Vice President
XXXXXX X. XXXXX
By Xxxxxx X. Xxxxx
Title: Vice President
BHF-BANK, NEW YORK BRANCH
XXXX XXXXXXX
By Xxxx Xxxxxxx
Title: Vice President
XXXXX XXXXXX
By Xxxxx Xxxxxx
Title: Assistant Vice President
DAIWA BANK TRUST COMPANY
XXXX XXXXXX
By Xxxx Xxxxxx
Title: Vice President
XXXXXXXX XXXX
By Xxxxxxxx Xxxx
Title: Vice President & Manager
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
XXXXX XXXXXX
By Xxxxx XxXxxx
Title: Senior Vice President
XXXXX X. XXXXXXXX
By Xxxxx X. Xxxxxxxx
Title: Vice President
FIRST HAWAIIAN BANK
XXXXXX X. XXXXXXX III
By Xxxxxx X. Xxxxxxx III
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
XXXX X. XXXXXX
By Xxxx X. Xxxxxx
Title: Vice President
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
XXXXX XXXXXXXXXXXXXX
By Xxxxx Xxxxxxxxxxxxxx
Title: Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
XXXXXXXX X. XXXX
By Xxxxxxxx X. Xxxx
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
XXXXXXX XXXXXXXXX
By Xxxxxxx Xxxxxxxxx
Title: Chief Manager
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
XXXXXX XXXXXXX
By Xxxxxx Xxxxxxx
Title: Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
XXXXX X. XXXXX
By Xxxxx X. Xxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch
XXXXXXX X. XXXXXX
By Xxxxxxx X. Xxxxxx
Title: Vice President
S. BATINELLI
By S. Batinelli
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, Cayman Islands
Branch
L. GUERNSEY
By L. Guernsey
Title: Vice President
S. BATINELLI
By S. Batinelli
Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
XXXX X. XXXX
By Xxxx X. Xxxx
Title: First Vice President
THE FIRST NATIONAL BANK OF CHICAGO
XXXX X. XXXXXX
By Xxxx X. Xxxxxx
Title: Corporate Banking Officer
BANK HAPOALIM B.M., Los Angeles Branch
XXXXXX XXXXXXX
By Xxxxxx Xxxxxxx
Title: Senior Vice President
XXXX XXXX
By Xxxx Xxxx
Title: Assistant Vice President
THE CHASE MANHATTAN BANK, N.A.
XXXXXX X. XXXXXX
By Xxxxxx X. Xxxxxx
Title: Second Vice President
KREDIETBANK N.V.
XXXXXX XXXXXXXX
By Xxxxxx Xxxxxxxx
Title: Vice President
XXXXXX X. XXXXX
By Xxxxxx X. Xxxxx
Title: Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
XXXX XXXXXXXX
By Xxxx Xxxxxxxx
Title: Vice President
THE SUMITOMO BANK OF CALIFORNIA
SEISHI JIROMARU
By Seishi Jiromaru
Title: Senior Vice President &
Division Manager
