1
EXHIBIT 10(12.3)
101
2
EXHIBIT 10(12.3)
THIRD AMENDMENT
THIS THIRD AMENDMENT (this "Third Amendment") dated as of October 16,
1998 is to the Amended and Restated Credit Agreement (as previously amended, the
"Credit Agreement") dated as of July 25, 1997 among XXXXX XXXXXXXXXXX COMPANY
(the "Company"), XXXXX XXXXXXXXXXX AUSTRALIA PTY LIMITED ("Layne Australia"),
various financial institutions and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent (in such capacity, the "Agent"). Unless otherwise defined
herein, terms defined in the Credit Agreement are used herein as defined
therein.
WHEREAS, the parties hereto have entered into the Credit Agreement
which provides for (i) the Banks to make U.S. Loans to the Company from time to
time, (ii) the Australian Banks to make Australian Loans to Xxxxx Australia from
time to time, and (iii) the Issuer to issue Letters of Credit for the account of
the Company (or jointly for the account of the Company and any Subsidiary) from
time to time and for the Banks to purchase participations therein; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as more fully set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1. AMENDMENT. Effective on (and subject to the occurrence of)
the Third Amendment Effective Date (as defined below), subsection 10.11(i) shall
be amended by deleting the percentage "10%" therein and substituting "15%"
therefor.
SECTION 2. EFFECTIVENESS. The amendment set forth in Section 1 above
shall become effective, as of the day and year first above written, on the date
(the "Third Amendment Effective Date") that the Agent shall have received
counterparts of this Third Amendment executed by the Company and the Required
Banks.
SECTION 3. MISCELLANEOUS.
SECTION 3.1 CONTINUING EFFECTIVENESS, ETC. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.
SECTION 3.2 COUNTERPARTS. This Third Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall
102
3
be deemed to be an original but all such counterparts shall together constitute
one and the same Third Amendment.
SECTION 3.3 GOVERNING LAW. This Third Amendment shall be a contract
made under and governed by the internal laws of the State of Illinois.
SECTION 3.4 SUCCESSORS AND ASSIGNS. This Third Amendment shall be
binding upon the Company, Xxxxx Australia, the Banks and the Agent and their
respective successors and assigns, and shall inure to the benefit of the
Company, Xxxxx Australia, the Banks and the Agent and the successors and assigns
of the Banks and the Agent.
Delivered at Chicago, Illinois, as of the day and year first above
written.
XXXXX XXXXXXXXXXX COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
--------------------------------------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,
as Agent
By: /s/ X. X. Xxxxxxxxx
-----------------------------------------
Managing Director
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank
By: /s/ X. X. Xxxxxxxxx
-----------------------------------------
Managing Director
-2-
103
4
MERCANTILE BANK, as Co-Agent and
as a Bank
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Senior Vice President
---------------------------------------
MICHIGAN NATIONAL BANK, as Co-Agent and as a Bank
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------------
Title: Commercial Relationship Manager
--------------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
-----------------------------------------
Title: Senior Manager Loan Operations
--------------------------------------
SOCIETE GENERALE - CHICAGO BRANCH
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Title: Director
--------------------------------------
-3-
104
