AMENDMENT NO. 1 --------------- AMENDMENT NO. 1 (the "AMENDMENT"), dated as of January 14, 1997, to that certain Credit Agreement, dated as of October 15, 1996 (the "CREDIT AGREEMENT"), among METTLER-TOLEDO HOLDING, INC., a Delaware corporation...
Exhibit 10.2
------------
AMENDMENT NO. 1
---------------
AMENDMENT NO. 1 (the "AMENDMENT"), dated as of January
14, 1997, to that certain Credit Agreement, dated as of October
15, 1996 (the "CREDIT AGREEMENT"), among XXXXXXX-XXXXXX HOLDING,
INC., a Delaware corporation (together with its successors,
"HOLDING"), MT ACQUISITION CORP. (which has since been merged
into Xxxxxxx-Xxxxxx, Inc.), a Delaware corporation (together with
its successors, "US BORROWER") and XXXXXXX-XXXXXX HOLDING AG, a
corporation organized under the laws of Switzerland and after
giving effect to the MT Acquisition, a Wholly-Owned Subsidiary of
US Borrower (together with its successors, "CH BORROWER" and,
together with US Borrower, the "BORROWERS") the several financial
institutions from time to time party thereto (the "LENDERS"), the
Subsidiary Swing Line Borrowers named therein, XXXXXXX XXXXX &
CO., XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX INCORPORATED, as
documentation agent and arranger, THE BANK OF NOVA SCOTIA, as
Administrative Agent, CREDIT SUISSE, as a co-agent, and XXXXXX
COMMERCIAL PAPER, INC., as a co-agent. Capitalized terms used
and not otherwise defined herein shall have the meanings assigned
to those terms in the Credit Agreement.
W I T N E S S E T H :
---------------------
WHEREAS, Holding, the Borrowers, the Subsidiary Swing
Line Borrowers and the Lenders wish to amend the Credit Agreement
as herein provided; and
WHEREAS, pursuant to Section 11.1 of the Credit
Agreement, Holding, the Borrowers and the Lenders hereby agree to
amend Section 7.16 of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION ONE - AMENDMENTS.
----------- - -----------
1.1. Section 7.16 of the Credit Agreement is hereby
amended by deleting the words "90 days" in the first line thereof
and by inserting in its place "180 days".
SECTION TWO - CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
----------- - ---------------------------------------------
2.1. This Amendment shall become effective on the date
on which the Administrative Agent shall have received duly
executed counterparts hereof from Holding, the Borrowers, the
Subsidiary Swing Line Borrowers and the Lenders.
SECTION THREE - REPRESENTATIONS AND WARRANTIES.
------------- - -------------------------------
3.1. In order to induce the Lenders to enter into this
Amendment, the Borrowers represent and warrant to the
Administrative Agent and each of the Lenders that after giving
effect to this Amendment, (i) no Unmatured Event of Default or
Event of Default has occurred and is continuing; and (ii) all of
the representations and warranties in the Credit Agreement,
giving effect to this Amendment, are true, correct and accurate
in all material respects on and as of the date hereof as if made
on the date hereof, except to the extent that changes in the
facts and conditions on which such representations and warranties
are based are required or permitted under the Credit Agreement.
The Borrowers further represent and warrant (which
representations and warranties shall survive the execution and
delivery hereof) to the Administrative Agent and each Lender
that:
(i) Each Loan Party has the corporate power,
authority and legal right to execute, deliver and perform
its obligations under this Amendment and has taken all
actions necessary to authorize the execution, delivery and
performance of its obligations under this Amendment;
(ii) No consent of any person other than the
Lenders, and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration,
filing or declaration with, any governmental authority is
required in connection with the execution, delivery,
performance of any Loan Party's obligations, validity or
enforceability of this Amendment;
(iii) This Amendment has been duly executed
and delivered on behalf of each Loan Party by a duly
authorized officer of the respective Loan Party and
constitutes a legal, valid and binding obligation of each
Loan Party enforceable in accordance with its terms, except
as the enforceability thereof may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors' rights generally; and
(iv) The execution, delivery and performance of
this Amendment will not violate any requirement of law or
Contractual Obligation of any Loan Party.
SECTION FOUR - MISCELLANEOUS
------------ - -------------
4.1. Except as herein expressly amended, the Credit
Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith are ratified and
confirmed in all respects and shall remain in full force and
effect in accordance with their respective terms.
4.2. All references to the Credit Agreement contained
in any of the Loan Documents shall mean the Credit Agreement as
amended hereby, and as the same may at any time be amended,
amended and restated, supplemented or otherwise modified from
time to time and as in effect.
4.3. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same
agreement.
4.4. Each of the Borrowers agree to reimburse the
Administrative Agent and the Arranger and Documentation Agent for
their out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of
Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and
the Arranger and Documentation Agent.
4.5. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
XXXXXXX-XXXXXX, INC. (the survivor
of the merger of MT Acquisition
Corp. and Xxxxxxx-Xxxxxx, Inc.),
as a Borrower
By:/s/ Xxxx Xxx
-------------------------------
Name: Xxxx Xxx
Title: Head, Finance & Control
XXXXXXX-XXXXXX HOLDING AG,
as a Borrower
By:/s/ Xxxx Xxx
-------------------------------
Name: Xxxx Xxx
Title: Head, Finance & Control
XXXXXXX-XXXXXX HOLDING INC.,
as Guarantor
By:/s/ Xxxx Xxx
-------------------------------
Name: Xxxx Xxx
Title: Head, Finance & Control
XXXXXXX AUTOMATION GmbH,
XXXXXX, as a Subsidiary Swing
Line
Borrower
By:/s/ Xxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: General Manager
XXXXXXX-XXXXXX GmbH, GIESSEN, as a
Subsidiary Swing Line Borrower
By:/s/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: General Manager
By:/s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Head, Fin. & Contr.
XXXXXXX-XXXXXX S.A., VIROFLAY,
as a Subsidiary Swing Line
Borrower
By:/s/ Z.J. Voorendt
-------------------------------
Name: Z.J. Voorendt
Title: General Manager
XXXXXXX-XXXXXX K.K., TAKARAZUKA, as
a Subsidiary Swing Line Borrower
BY:/S/ IWAO KOISHI
-------------------------------
Name: Iwao Koishi
Title: Manager, Finance,
Administration
and Logistics
XXXXXXX-XXXXXX (ALBSTADT) GmbH,
ALBSTADT, as a Subsidiary Swing
Line Borrower
By:/s/ Johann Tikart
-------------------------------
Name: Johann Tikart
Title: General Manager
By:/s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Head, Finance Group
XXXXXXX-XXXXXX AG, GRIEFENSEE, as a
Subsidiary Swing Line Borrower
By:/s/ Xxxx-Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxx-Xxxxxx Xxxxxxx
Title: Head, Finance Group
XXXXXXX-XXXXXX LTD., LEICESTER,
as a Subsidiary Swing Line
Borrower
By:/s/ Xxxxxx Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxx Xxxxxxx Xxxx
Title: Financial Controller &
Company Secretary
XXXXXXX XXXXX & CO., XXXXXXX LYNCH,
PIERCE, XXXXXX & XXXXX
INCORPORATED, as Arranger and
Documentation Agent
By:/s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Administrative Agent
By:/s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Authorized Signatory
CREDIT SUISSE,
as Co-Agent
By:/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate
By:/s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Member of Senior
Management
XXXXXX COMMERCIAL PAPER INC.,
as Co-Agent
By:/s/ Xxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX CAPITAL CORPORATION,
as a Lender
By:/s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
ING CAPITAL ADVISORS, INC., as Agent
for Bank Syndication Account,
as a Lender
By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Portfolio
Manager
CREDITANSTALT CORPORATE
FINANCE, INC.,
as a Lender
By:/s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Associate
By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF SWITZERLAND,
as a Lender
By:/s/ X. Xxxx
-------------------------------
Name: X. Xxxx
Title: Vice President, Structured
Finance
By:/s/ Y. Stillhart
-------------------------------
Name: Y. Stillhart
Title: Assistant Vice President
TCW ASSET MANAGEMENT COMPANY, on
behalf of its managed accounts,
as a Lender
By:/s/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.,
as a Lender
By:/s/ Xxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
THE BANK OF NOVA SCOTIA,
as a Lender
By:/s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Authorized Signatory
CRESTAR BANK,
as a Lender
By:/s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SOCIETE GENERALE,
as a Lender
By:/s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR,
as a Lender
By:/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
By:/s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
PRIME INCOME TRUST,
as a Lender
By:/s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: V.P. Portfolio Manager
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENE,
as a Lender
By:/s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
By:/s/ Xxxxx X'Xxxxx
-------------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Xxx Xxxxxxx
-------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:/s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (a unit of The Chase
Manhattan Bank),
as a Lender
By:/s/ Xxxxx X. XxXxxxx
-------------------------------
Name: Xxxxx X. XxXxxxx
Title: Vice President
PILGRIM AMERICA PRIME RATE,
as a Lender
By:/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING II LIMITED
by Indosuez Capital as Portfolio
Advisor,
as a Lender
By:/s/ Xxxxxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.,
as a Lender
By:/s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Senior Vice President
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
as a Lender
By:/s/ Xxxxx XxXxxx
-------------------------------
Name: Xxxxx XxXxxx
Title: Senior Vice President
By:/s/ Xxxxxx X. Inglehi
-------------------------------
Name: Xxxxxx X. Inglehi
Title: Assistant Vice President
PROTECTIVE ASSET MANAGEMENT, L.L.C.,
as a Lender
By:/s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx, CFA
Title: Executive Vice President
OAK HILL SECURITIES FUND, L.P.,
as a Lender
By: Oak Hill Securities GenPar,
L.P.,
its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
By:/s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By:Boston Management and Research as
Investment Advisor,
as a Lender
By:/s/ Payson X. Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
CREDIT AGRICOLE,
as a Lender
By:/s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking
Chicago
NEW YORK LIFE INSURANCE COMPANY,
as a Lender
By:/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
THE FUJI BANK, LIMITED,
as a Lender
By:/s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, New York Branch,
as a Lender
By:/s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager
UNITED OF OMAHA LIFE INSURANCE,
as a Lender
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST,
as a Lender
By:/s/ Xxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY,
as a Lender
By:/s/ Xxxx X. Schlitske
-------------------------------
Name: Xxxx X. Schlitske
Title: Vice President
