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EXHIBIT 4.2
FIRST AMENDMENT TO FIFTH AMENDED
AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") dated as of October 1, 1997, is between Bank of America National
Trust and Savings Association (the "Bank") and Xxxxxxxx Incorporated, a Delaware
corporation (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Fifth Amended and
Restated Loan Agreement dated as of June 23, 1997 (the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 In Paragraph 6.10, the following is added at the conclusion
of such Paragraph:
"The EBITA used to determine the Leverage Ratio will be
calculated at the end of each fiscal quarter, using the results
of that quarter and each of the three immediately preceding
quarters."
2.2 In Paragraph 7.1(a), the reference to Paragraph 7.1(g) is
amended to read "Paragraph 7.1(i)."
3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, (b) the representations and warranties in the Agreement are
true as of the date of this Amendment as if made on the date of this Amendment,
(c) this Amendment is within the Borrower's powers, has been duly authorized,
and does not conflict with any of the Borrower's organizational papers, and (d)
this Amendment does not conflict with any law, agreement, or obligation by which
the Borrower is bound.
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4. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA NATIONAL XXXXXXXX INCORPORATED
TRUST AND SAVINGS ASSOCIATION
By /s/ J. Xxxxxx Xxxxx By /s/ X. X. Xxxxxxx
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J. Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxx
Vice President Vice President - Human
Resources and Assistant
Secretary
By /s/ X. X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President,
Treasurer, Secretary
and Chief Financial
Officer
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