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EXECUTION COPY Exhibit 4.2
THIRD AMENDMENT, dated as of June 1, 2000 (this "Amendment"), to the
Amended and Restated Credit Agreement dated as of July 21, 1995, as amended by
the First Amendment thereto, dated as of May 28, 1997 and the Second Amendment
thereto, dated as of June 3, 1999 (as the same may be further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among YORK INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"),
the several banks and other financial institutions from time to time parties
thereto (collectively, the "Banks"; individually a "Bank") and CANADIAN IMPERIAL
BANK OF COMMERCE, acting through its New York Agency, as agent for the Banks
thereunder (in such capacity, the "Agent").
W I T N E S S E T H :
WHEREAS, the Company, the Banks and the Agent are parties to the
Credit Agreement;
WHEREAS, the Company, the Agent and the Banks desire to amend the
Credit Agreement in the manner provided for herein;
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein as defined terms are so used as
so defined. Unless otherwise indicated, all Section, subsection and Schedule
references are to the Credit Agreement.
2. Amendment to Subsection 7.4(c). Subsection 7.4(c) of the Credit
Agreement is hereby amended by deleting the amount "$25,000,000" contained
therein and inserting in lieu thereof the amount "$65,000,000".
3. Amendment to Subsection 7.5. Subsection 7.5 of the Credit
Agreement is hereby amended by adding at the end of such subsection the
following new clause (h):
"(h) acquisitions by the Company or any of its Subsidiaries of
Indebtedness of any Person (other than the Company or any of its
Subsidiaries) received as partial consideration in connection with sales
of assets permitted by subsection 7.4; provided that the principal amount
of such Indebtedness acquired by the Company and its Subsidiaries pursuant
to this subsection 7.5(h) shall not exceed (i) $10,000,000 in connection
with any single transaction or (ii) $25,000,000 in the aggregate in any
fiscal year of the Company; provided, further, that there shall be
excluded from any calculation of the aggregate Indebtedness acquired
pursuant to this subsection 7.5(h) in any fiscal year of the Company any
such Indebtedness which is repaid or is subsequently sold by
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the Company or its Subsidiaries for cash consideration to a Person other
than the Company or any of its Subsidiaries."
4. Representations and Warranties. On and as of the date hereof and
after giving effect to this Amendment and the transactions contemplated hereby,
the Company hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 4 of the Credit Agreement, except to the extent
that such representations and warranties expressly relate to a specific earlier
date in which case the Company hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date, provided that the
references to the Credit Agreement in such representations and warranties shall
be deemed to refer to the Credit Agreement as in effect prior to the date hereof
and as amended pursuant to this Amendment.
5. Effectiveness. This Amendment shall become effective upon
satisfaction of each of the following conditions:
(a) receipt by the Agent of counterparts of this Amendment duly
executed and delivered by the Company and the Required Banks; and
(b) the First Amendment, dated as of the date hereof, to that
certain 364-Day Revolving Credit Agreement dated as of June 3, 1999 among
the Company, the Agent, as Administrative Agent thereunder, and the
several lenders party thereto shall have become effective, or the Agent
shall be reasonably satisfied that such effectiveness shall occur
concurrently with the effectiveness of this Amendment.
6. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendments provided for herein are
limited to the specific sections of the Credit Agreement specified herein and
shall not constitute amendments of, or an indication of the Agent's or the
Banks' willingness to amend, any other provisions of the Credit Agreement or the
same sections for any other date or time period (whether or not such other
provisions or compliance with such sections for another date or time period are
affected by the circumstances addressed in this Amendment).
7. Expenses. The Company agrees to pay and reimburse the Agent for
all its reasonable costs and out-of-pocket expenses incurred in connection with
the preparation and delivery of this Amendment, including, without limitation,
the reasonable fees and disbursements of counsel to the Agent.
8. Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Company and the Agent.
9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
YORK INTERNATIONAL CORPORATION
By: _______________________________
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY, as Agent
By: _______________________________
Title:
CIBC, INC.
By: _______________________________
Title:
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By: _______________________________
Title:
By: _______________________________
Title:
BANK OF AMERICA, N.A.
By: _______________________________
Title:
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THE CHASE MANHATTAN BANK
By: _______________________________
Title:
CITIBANK, N.A.
By: _______________________________
Title:
COMMERZBANK AKTIENGESELLSCHAFT, NEW
YORK AND GRAND CAYMAN BRANCHES
By: _______________________________
Title:
By: _______________________________
Title:
FIRST UNION NATIONAL BANK
By: _______________________________
Title:
BANK AUSTRIA CREDITANSTALT
By: _______________________________
Title:
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CREDIT SUISSE FIRST BOSTON
(formerly known as Credit Suisse)
By: _______________________________
Title:
By: _______________________________
Title:
FLEET NATIONAL BANK
By: _______________________________
Title:
ALLFIRST BANK
By: _______________________________
Title:
HSBC BANK USA
By: _______________________________
Title:
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XXXXXX XXXXXXXX XXXXX XXXXXXX XX
XXX XXXX
By: _______________________________
Title:
NATIONAL WESTMINSTER BANK PLC
By: _______________________________
Title:
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By: _______________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By: _______________________________
Title:
WESTPAC BANKING CORPORATION
By: _______________________________
Title:
