Exhibit 4(iii)
AMENDMENT NO. 1 TO SHORT TERM CREDIT AGREEMENT
THIS AMENDMENT NO. 1, dated as of December , 2000 (this
"Amendment"), to the SHORT TERM CREDIT AGREEMENT dated as of December 20, 1999
by and among XXXXXXX-XXXXXX CORPORATION, THE SUBSIDIARY BORROWERS PARTIES HERETO
FROM TIME TO TIME (the "Borrowers"), THE LENDERS PARTIES HERETO FROM TIME TO
TIME and MELLON BANK, N.A., a national banking association (the "Agent").
W I T N E S S E T H T H A T:
WHEREAS, the parties hereto have previously entered into that
certain Short Term Credit Agreement, dated as of December 20, 1999 (the
"Agreement"); and
WHEREAS, the parties hereto wish to amend the Agreement in
certain respects as set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants hereinafter set forth and intending to be legally bound hereby,
agree as follows:
SECTION 1. AMENDMENT.
The definition of "Expiration Date" contained in Section 1.01
of the Agreement is hereby amended in its entirety to read as follows:
"Expiration Date" shall mean December 14, 2001, or such later
date to which the Expiration Date may be extended pursuant to
Section 2.14 hereof. Notwithstanding the foregoing, the
Commitment shall never have a remaining term of more than 364
days, and if for any reason the Agent receives the consent of
any Lender to an extension of the Expiration Date pursuant to
Section 2.14 hereof more than 364 days before the requested
new Expiration Date, such consent of such Lender shall be
considered absolutely revocable and in no manner binding on
such Lender until such date that is 364 days prior to such
requested new Expiration Date.
SECTION 2. COUNTERPARTS. This Amendment may be executed in one
or more counterparts, each of which shall be signed by the parties hereto and
all of which together shall be deemed to be one and the same instrument binding
upon the parties hereto.
SECTION 4. MISCELLANEOUS. Except as expressly set forth
herein, the terms and provisions of the Agreement are and shall remain in full
force and effect.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to choice of law principles.
IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed and delivered this Amendment as of the
day and year first above written.
ATTEST: XXXXXXX-XXXXXX CORPORATION
By By
------------------------------------ -----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
ATTEST: XXXXXXX-XXXXXX FLIGHT SYSTEMS, INC.
By By
------------------------------------ -----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
ATTEST: XXXXXXX-XXXXXX FLOW CONTROL CORPORATION
By By
------------------------------------ -----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
ATTEST: METAL IMPROVEMENT COMPANY, INC.
By By
------------------------------------ -----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
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ATTEST: XXXXXXX-XXXXXX ANTRIEBSTECHNIK GmbH
By By
------------------------------------ -----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
MELLON BANK, N.A., individually and
as Agent
By
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Name: J. Xxxx Xxxx
Title: Vice President
EUROPEAN AMERICAN BANK
By
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Name:
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Title:
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SCOTIABANC INC.
By
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By
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Name:
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Title:
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XXXXXXXX XXXX, XXXXXXX
By
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Name:
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Title:
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AMENDMENT NO. 2 TO SHORT TERM CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO SHORT TERM CREDIT AGREEMENT, dated as
of December 18, 2001 (this "Amendment"), by and among XXXXXXX-XXXXXX
CORPORATION, THE SUBSIDIARY BORROWERS PARTIES HERETO (collectively, the
"Borrowers"), THE LENDERS PARTIES HERETO, and MELLON BANK, N.A., as Agent (the
"Agent").
W I T N E S S E T H T H A T:
WHEREAS, the parties hereto have previously entered into that
certain Short Term Credit Agreement, dated as of December 20, 1999, as amended
by Amendment No. 1 to Short Term Credit Agreement dated as of December 19, 2000
(as so amended, the "Agreement"); and
WHEREAS, the parties hereto wish to amend the Agreement in
certain respects as set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants hereinafter set forth and intending to be legally bound hereby,
agree as follows:
SECTION 1. AMENDMENT.
The definition of "Expiration Date" contained in Section 1.01
of the Agreement is hereby amended in its entirety to read as follows:
"Expiration Date" shall mean December 17, 2002, or such later
date to which the Expiration Date may be extended pursuant to
Section 2.14 hereof. Notwithstanding the foregoing, the
Commitment shall never have a remaining term of more than 364
days, and if for any reason the Agent receives the consent of
any Lender to an extension of the Expiration Date pursuant to
Section 2.14 hereof more than 364 days before the requested
new Expiration Date, such consent of such Lender shall be
considered absolutely revocable and in no manner binding on
such Lender until such date that is 364 days prior to such
requested new Expiration Date.
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce
the Lenders and the Agent enter into this Amendment, the Borrowers represent and
warrant that, at the time of entering into this Amendment and after giving
effect hereto (a) the representations and warranties of the Borrowers set forth
in Article IV of the Agreement are true and correct on and as of the date hereof
as if made on the date hereof, and (b) no Event of Default or Potential Default
has occurred and is continuing.
SECTION 3. EFFECTIVENESS. This Amendment shall be effective as
of the date first set forth above upon receipt by the Agent of a fully-executed
counterpart hereof from each of the Borrowers and the Lenders.
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SECTION 4. EFFECT OF AMENDMENT. Except to the extent expressly
amended hereby, all of the terms and provisions of the Agreement are and shall
remain in full force and effect and are hereby ratified by the Borrowers.
SECTION 5. COUNTERPARTS. This Amendment may be executed in one
or more counterparts, each of which shall be signed by the parties hereto and
all of which together shall be deemed to be one and the same instrument binding
upon the parties hereto.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to choice of law principles.
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IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed and delivered this Amendment as of the
day and year first above written.
ATTEST: XXXXXXX-XXXXXX CORPORATION
By By
------------------------------- ---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
ATTEST: XXXXXXX-XXXXXX FLIGHT SYSTEMS,
INC.
By By
------------------------------- -------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
ATTEST: XXXXXXX-XXXXXX FLOW CONTROL CORPORATION
By By
------------------------------- -------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
ATTEST: METAL IMPROVEMENT COMPANY, INC.
By By
------------------------------- -------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
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ATTEST: XXXXXXX-XXXXXX ANTRIEBSTECHNIK GmbH
By By
------------------------------- -------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager
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