Exhibit 10
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of May 30, 1997 to the $350,000,000
Credit Agreement dated as of March 19, 1997 (the "Credit
Agreement") among POLAROID CORPORATION (the "Company"), the BANKS
party thereto (the "Banks"), XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "Agent") and THE FIRST NATIONAL BANK OF
BOSTON, as Co-Agent.
WHEREAS, the Company wishes (i) to amend the definition of
"Consolidated Adjusted Net Worth" to exclude therefrom the effect
of certain adjustments resulting from foreign currency
translations and (ii) to amend the definition of "Consolidated
EBIT" to eliminate certain adjustments for the effects of the
Company's revised application of Statement of Financial
Accounting Standard No. 52;
NOW, THEREFORE, the undersigned parties 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 Definitions. (a) The definition of
"Consolidated Adjusted Net Worth" in Section 1.01 of the Credit
Agreement is amended to read as follows:
"Consolidated Adjusted Net Worth" means, at any date, the
sum of (i) Consolidated Stockholders' Equity as of such date,
minus (ii) all write-ups after December 31, 1996 in the book
value of any asset owned by the Company or a Consolidated
Subsidiary, minus (iii) the carrying value of all Investments
in Unconsolidated Joint Ventures carried as assets on the
Company's consolidated balance sheet as of such date, to the
extent that the carrying value of such Investments as of such
date exceeds $25,000,000, plus (iv) without duplication, the
cumulative foreign currency translation adjustment at such
date if it reduced Consolidated Stockholders' Equity (or
minus the cumulative foreign currency translation adjustment
at such date if it increased Consolidated Stockholders'
Equity), but only to the extent that such cumulative
adjustment (whether positive or negative) does not exceed
$85,000,000.
(b) The definition of "Consolidated EBIT" in Section 1.01 of
the Credit Agreement is amended to read as follows:
"Consolidated EBIT" means, for any period, the sum of (i)
Consolidated Net Income for such period (excluding any
extraordinary item of gain or loss), plus (ii) to the extent
deducted in determining Consolidated Net Income for such period,
interest expense and federal, state and foreign income taxes,
minus (iii) if such period includes the first Fiscal Quarter of
1997, the exchange gain of $15.6 million during such Fiscal
Quarter caused by a currency exchange remeasurement resulting
from the Company's revised application of Statement of Financial
Accounting Standard No. 52.
SECTION 3. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. 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 when the Agent shall have received from each of the Company
and the Required Banks either a counterpart hereof signed by such
party or facsimile or other written confirmation that such party has
signed a counterpart hereof.
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IN WITNESS WHEREOF, the undersigned parties have caused this
Amendment to be duly executed by their respective authorized officers
as of the day and year first above written.
POLAROID CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and Treasurer
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ABN AMRO BANK N.V., BOSTON BRANCH
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Group Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Manager
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Xxx X. Xxxxxxxxx
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Name: Xxx X. Xxxxxxxxx
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
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FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxx, Xx.
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Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxxxxx X. XxXxxxxxx
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Name: Xxxxxxxx X. XxXxxxxxx
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
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