FIRST AMENDMENT
THIS FIRST AMENDMENT (this "Amendment") dated as of October 2, 2001, to
the Credit Agreement referenced below, is by and among The Pittston Company, a
Virginia corporation (the "Borrower"), the Subsidiaries of the Borrower
identified on the signature pages hereto (the "Guarantors"), the Lenders
identified on the signature pages hereto and Bank of America, N.A., as
Administrative Agent. Terms used herein but not otherwise defined herein shall
have the meanings provided to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $370 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement (as amended, modified and
supplemented from time to time, the "Credit Agreement") dated as of October 3,
2000 among the Borrower, the Guarantors, the Lenders and the Administrative
Agent;
WHEREAS, pursuant to Section 2.8.3 of the Credit Agreement, the Borrower
has requested an extension of the 364 Day Facility Specified Maturity Date under
the Credit Agreement; and
WHEREAS, Bank Hapoalim B.M. (the "Non-Extending Lender") has
not agreed to the extension requested by the Borrower; and
WHEREAS, each of the other Lenders (the "Extending Lenders") has agreed to
the extension requested by the Borrower on the terms and conditions set forth
herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Extension. The 364-Day Facility Commitments of the Extending Lenders
shall be extended for an additional 364 day period and the definition of "364
Day Facility Specified Maturity Date" in Section 1.1 of the Credit Agreement as
it relates to the Extending Lenders is hereby amended to read as follows:
"364 Day Facility Specified Maturity Date" means October 1, 2002 or
such later date as determined pursuant to Section 2.8.3.
2. Conditions Precedent. This Amendment shall be
effective upon receipt by the Administrative Agent of:
(a) multiple counterparts of this Amendment executed
by the Credit Parties and the Extending Lenders; and
(b) receipt by the Administrative Agent of all fees
and expenses due in connection with this Amendment.
3. Reaffirmation of Representations and Warranties. The Borrower hereby
affirms that the representations and warranties set forth in the Credit
Agreement and the other Loan Documents are true and correct as of the date
hereof (except those that expressly relate to an earlier date in which case such
representations and warranties were true and correct as of such earlier date).
4. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and consents
to all of the terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Loan Documents and (iii) agrees that this Amendment and
all documents executed in connection herewith do not operate to reduce or
discharge such Guarantor's obligations under the Credit Agreement or the other
Loan Documents.
5. No Other Changes. Except as modified hereby, all of
the terms and provisions of the Credit Agreement and the other
Loan Documents (including schedules and exhibits thereto) shall
remain in full force and effect.
6. Costs and Expenses. The Borrower agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
7. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and
delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
8. Governing Law. This Amendment shall be deemed to be a
contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of North Carolina.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this First Amendment to be duly executed and delivered as of the date first
above written.
BORROWER: THE PITTSTON COMPANY,
a Virginia corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President - Corporate Finance and Treasurer
GUARANTORS: PITTSTON SERVICES GROUP, INC.,
a Virginia corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
PITTSTON MINERALS GROUP INC.,
a Virginia corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
PITTSTON COAL COMPANY,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
BAX HOLDING COMPANY,
a Virginia corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
BAX GLOBAL INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer and Assistant Secretary
[Signature Pages Continue]
BRINK'S HOLDING COMPANY,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
BRINK'S, INCORPORATED,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxx
----------------------------
Name: Xxxxxxx X. Xxx
Title: Chairman of the Board and Chief Executive Officer
BRINK'S HOME SECURITY, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
[Signature Pages Continue]
LENDERS: BANK OF AMERICA, N.A.,
individually and as Administrative Agent
By: /s/ Xxxxxxx X. XxXxxxxx
----------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx BVW Xxxxx
----------------------------
Name: Xxxxxx BVW Xxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxx
----------------------------
Name: Xxxxxx X. Xxxx
Title: Director
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
------------------------ ---------------------
Name: Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
Title: Managing Director Asst. Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
[Signature Pages Continue]
BARCLAYS BANK PLC
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Relationship Director
KBC BANK N.V.
By: /s/ Xxxx-Xxxxxx Diels /s/ Xxxx Xxxxxx
------------------------ ---------------------
Name: Xxxx-Xxxxxx Diels Xxxx Xxxxxx
Title: First Vice President Vice President
MALAYAN BANKING BERHAD
By: /s/ Baharudin A. Majid
----------------------------
Name: Baharudin A. Majid
Title: General Manager
