EXHIBIT
AMENDMENT AGREEMENT NO.
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Agreement") is made and entered into as of this ___ day of __________,
1998, by and among XXXXX INDUSTRIES, INC., a Delaware corporation (the
"Borrower"), the Lenders signatory hereto (the "Lenders") and NATIONSBANK,
NATIONAL ASSOCIATION, a national banking association and successor to
NationsBank, National Association (South), as Agent (the "Agent") for the
Lenders party to the Credit Agreement described below.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Agent and the Lenders have entered into an
Amended and Restated Credit Agreement dated May 15, 1997 (the "Credit
Agreement") pursuant to which the Lenders have agreed to make available to the
Borrower a revolving credit facility of up to $200,000,000; and
WHEREAS, as a condition to the making of loans the Lenders have required
that each Subsidiary of Borrower execute a Guaranty Agreement whereby it
guarantees payment of the Obligations arising under the Credit Agreement; and
WHEREAS, the Borrower has requested and the Agent and the Lenders party
hereto have agreed, subject to the terms and conditions of this Agreement, to
amend certain provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:
1. Definitions. The term "Agreement" as used herein and in the Loan
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Documents shall mean the Agreement as hereby amended and as from time to time
further amended or modified. Unless the context otherwise requires, all
capitalized terms used herein without definition shall have the respective
meanings provided therefor in the Agreement.
2. Amendment. Subject to the conditions set forth herein, Section 9.5 of
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the Agreement is amended, effective as of the date hereof, by (i) deleting the
phrase "of the Borrower" beginning in the first line, (ii) inserting the word
"and" at the end of clause (f) and (iii) adding a new clause (g) thereto, which
clause shall read as follows:
"(g) Indebtedness of up to $5,000,000 arising under letters of credit
or, without duplication, payment guarantees."
3. Guarantors. Each of the Guarantors has joined into the execution of
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this Agreement for the purpose of consenting to the amendment contained herein
and reaffirming its guaranty of the Obligations.
4. Borrower's Representations and Warranties. The Borrower hereby
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represents, warrants and certifies that:
(a) The representations and warranties made by it in Article VI of the
Credit Agreement are true on and as of the date hereof before and after
giving effect to this Agreement except that the financial statements
referred to in Section 7.6(a) shall be those most recently furnished to
each Lender pursuant to Section 8.1(a) and (b) of the Credit Agreement;
(b) The Borrower has the power and authority to execute and perform
this Agreement and has taken all action required for the lawful execution,
delivery and performance thereof.
(c) There has been no material adverse change in the condition,
financial or otherwise, of the Borrower and its Subsidiaries since the date
of the most recent financial reports of the Borrower received by each
Lender under Section 8.1 of the Credit Agreement, other than changes in the
ordinary course of business, none of which has been a material adverse
change;
(d) The business and properties of the Borrower and its Subsidiaries
are not, and since the date of the most recent financial report of the
Borrower and its Subsidiaries received by the Agent under Section 8.1 of
the Credit Agreement have not been, adversely affected in any substantial
way as the result of any fire, explosion, earthquake, accident, strike,
lockout, combination of workmen, flood, embargo, riot, activities of armed
forces, war or acts of God or the public enemy, or cancellation or loss of
any major contracts; and
(e) No event has occurred and no condition exists which, upon the
consummation of the transaction contemplated hereby, constituted a Default
or an Event of Default on the part of the Borrower under the Credit
Agreement or the Notes either immediately or with the lapse of time or the
giving of notice, or both.
5. Entire Agreement. This Agreement sets forth the entire understanding
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and agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter. None of the terms or conditions of this Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
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6. Full Force and Effect of Agreement. Except as hereby specifically
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amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
7. Counterparts. This Agreement may be executed in any number of
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counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.
BORROWER:
XXXXX INDUSTRIES, INC.
WITNESS:
_____________________ By:
Name:_____________________________________
_____________________ Title:______________________________________
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GUARANTORS:
AMOT CONTROLS CORPORATION
AMOT/METRIX INVESTMENT COMPANY
AMOT SALES CORPORATION
COMPRESSOR CONTROLS CORPORATION (an Iowa
corporation)
COMPRESSOR CONTROLS CORPORATION (a Delaware
corporation) d/b/a Compressor Controls Corporation
- CIS/EE in Iowa
CORNELL PUMP COMPANY
CORNELL PUMP MANUFACTURING CORPORATION
FLUID METERING, INC.
GATAN INTERNATIONAL, INC.
GATAN, INC.
GATAN SERVICE CORPORATION
ISL INTERNATIONAL, INC.
ISL NORTH AMERICA, INC.
MOLECULAR IMAGING CORPORATION
PREX CORPORATION
XXXXX ACQUISITION, INC.
XXXXX HOLDINGS, INC.
XXXXX INDUSTRIAL PRODUCTS INVESTMENT CO.
XXXXX INTERNATIONAL, INC.
XXXXX INTERNATIONAL PRODUCTS, LTD.
XXXXX PUMP COMPANY
USON CORPORATION
PETROTECH, INC.
PRINCETON INSTRUMENTS, INC.
WITNESS:
_____________________ By: ________________________________________
Name:_______________________________________
_____________________ Title:______________________________________
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INTEGRATED DESIGNS L.P.
By Compressor Controls Corporation,
an Iowa corporation and its sole general
partner
WITNESS:
___________________________ By:______________________________________
Name:____________________________________
___________________________ Title:___________________________________
METRIX INSTRUMENT CO., L.P.
By AMOT Sales Corporation, its sole general
partner
WITNESS:
___________________________ By:______________________________________
Name:____________________________________
___________________________ Title:___________________________________
PREX L.P.
By Compressor Controls Corporation, an Iowa
corporation and its sole general partner
WITNESS:
___________________________ By:______________________________________
Name:____________________________________
___________________________ Title:_____________________________________
USON L.P.
By Compressor Controls Corporation,
an Iowa corporation and its sole general
partner
WITNESS:
___________________________ By:_______________________________________
Name:_____________________________________
___________________________ Title:____________________________________
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AGENT:
NATIONSBANK, NATIONAL ASSOCIATION, as
Agent for the Lenders
By:______________________________________
Name:____________________________________
Title:___________________________________
LENDERS:
NATIONSBANK, NATIONAL ASSOCIATION
By:______________________________________
Name:____________________________________
Title:___________________________________
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NBD BANK
By:______________________________________
Name:____________________________________
Title:___________________________________
0
XXXXXXXX XXXX, XXXXXXX
By:______________________________________
Name:____________________________________
Title:___________________________________
9
ABN AMRO BANK NV
By:______________________________________
Name:____________________________________
Title:___________________________________
By:______________________________________
Name:____________________________________
Title:___________________________________
10
SCOTIABANC INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
11
CREDIT LYONNAIS ATLANTA AGENCY
By:______________________________________
Name:____________________________________
Title:___________________________________
00
XXXXXXXX XXXX XX XXXXXXX, N.A.
By:______________________________________
Name:____________________________________
Title:___________________________________
13
XXXXXX XXXXXXX & CO. LIMITED
By:______________________________________
Name:____________________________________
Title:___________________________________
14
THE SUMITOMO BANK, LIMITED
By:______________________________________
Name:____________________________________
Title:___________________________________
By:______________________________________
Name:____________________________________
Title:___________________________________
15
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:______________________________________
Name:____________________________________
Title:___________________________________
00
XXX XXXXX XXXX, XXXXXXX, XXXXXXX
AGENCY
By:______________________________________
Name:____________________________________
Title:___________________________________
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