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EXHIBIT 10.22
[EXECUTION COPY]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 30, 1997 to the Credit Agreement dated
as of August 26, 1997 (the "CREDIT AGREEMENT") among XXXXXXX INDUSTRIES INC.
(the "BORROWER"), the LENDERS party thereto (the "LENDERS") and THE CHASE
MANHATTAN BANK, as Administrative Agent (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
increase the revolving commitments to $125,000,000 (so that, with the term
commitments at $35,000,000 after a mandatory reduction of $25,000,000 pursuant
to Section 2.09(b)(i)(x) on September 23, 1997, total commitments will equal
$160,000,000);
NOW, THEREFORE, 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. Definition of Revolving Commitments. The definition of
"Revolving Commitment" in Section 1.01 of the Credit Agreement is amended to
delete "initial" in both places it appears and to replace "$100,000,000" with
"$125,000,000."
SECTION 3. Schedule 2.01. Schedule 2.01 to the Credit Agreement is
deleted and replaced by Schedule 2.01 attached to this Amendment.
SECTION 4. Representations to Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 3 of the Credit Agreement will be true and correct on and as of the
Amendment Effective Date to the same extent as they would be required to be
under Secton 4.03(b) on the occasion of any Borrowing and (ii) no Default will
have occurred and be continuing on such date.
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SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. 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 7. Effectiveness. This Amendment shall become effective as
of the date hereof on the date when the following conditions are met (the
"AMENDMENT EFFECTIVE DATE"):
(a) the Administrative Agent shall have received from each of
the Borrower and the Lenders a counterpart hereof signed by such party
or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart
hereof;
(b) the Administrative Agent shall have received a new
Revolving Loan promissory note for the account of each Lender with a
Revolving Loan promissory note outstanding prior to the Amendment
Effective Date;
(c) the Administrative Agent shall have received an opinion of
Hunton & Xxxxxxxx, counsel for the Borrower, dated the Amendment
Effective Date and in form and substance satisfactory to the
Administrative Agent; and
(d) the Administrative Agent shall have received all
documents and other opinions it may reasonably request relating to
the existence of the Borrower, the corporate authority for and the
validity of the Credit Agreement as amended by this Amendment, the
continued validity and perfection of the security interests created
by the Collateral Documents and any other matters relevant hereto,
all in form and substance satisfactory to the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
XXXXXXX INDUSTRIES INC.
By: /s/ X. X. Xxxxxxx
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Name: X. X. Xxxxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ X. Xxxxxxxxx Xxxxx, Jr.
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Name: X. Xxxxxxxxx Rison, Jr.
Title: Vice President
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XXX XXXX XX XXXX XXXXXX
By: /s/ A. S. Xxxxxxxxxx
-----------------------------------------
Name: A. S. Xxxxxxxxxx
Title: Sr. Team Leader - Loan Operations
By:
-----------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
AMSOUTH BANK
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice Presient
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: A. Vice President
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COMERICA BANK
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Account Officer
NATIONAL BANK OF CANADA
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
BANQUE PARIBAS
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Director
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SCHEDULE 2.01
COMMITMENT SCHEDULE
Revolving Term Total
Lender Commitments Commitments Commitments
------ ------------ ----------- ------------
The Chase Manhattan Bank $ 16,406,250 $ 4,593,750 $ 21,000,000
Hibernia National Bank 15,625,000 4,375,000 20,000,000
Wachovia Bank, N.A. 15,625,000 4,375,000 20,000,000
The Bank of Nova Scotia 13,281,250 3,718,750 17,000,000
PNC Bank, National
Association 13,281,250 3,718,750 17,000,000
AmSouth Bank 11,328,125 3,171,875 14,500,000
BHF-Bank
Aktiengesellschaft 11,328,125 3,171,875 14,500,000
Comerica Bank 11,328,125 3,171,875 14,500,000
National Bank of Canada 8,984,375 2,515,625 11,500,000
Banque Paribas 7,812,500 2,187,500 10,000,000
-------------------------- ------------ ----------- ------------
Total $125,000,000 $35,000,000 $160,000,000
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