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EXHIBIT (b)(3)
Sept. 18th, 1998
CREDIT AGREEMENT
BETWEEN:
CARMEUSE S.A., having registered offices at Parc Scientifique Athena, Xxxxxxxxx
xx Xxxxxxxx, 00-0000 Xxxxxxx-xx-Xxxxx (Xxxxxxx)
represented by Xx Xxxx XXXXXXX, Director and Mr Xxxxxxx-Xxxxxxx DE JONGH,
Director.
hereinafter referred to as : "THE LENDER"
AND:
CARMEUSE LIME INC., having registered offices at 000, Xxxx Xxx Xxx Xxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000 (Xxxxxx Xxxxxx).
represented by Xx Xxxxxxx XXXXXX, Chairman and Xxx Xxxxxxx XXXXXXX, General
Counsel.
hereinafter referred at as : "THE BORROWER"
Hereinafter collectively referred to as : "THE PARTIES".
ACCORDINGLY, THE PARTIES HAVE AGREED AS FOLLOWS
ART. 1
The Lender agrees to grant to the Borrower, upon the terms and conditions
hereof, a Revolving Credit Facility for an aggregate amount of USD 350 mios
(three hundred and fifty millions US dollars).
The Borrower can drawdown advances within the credit line for period of 1, 3 or
6 months.
ART. 2
The Borrower shall use the proceeds of any advance for the acquisition, directly
or indirectly, of Dravo Corporation shares or any funding needs requested by the
Tender Offer launched by Carmeuse Group on Dravo Corporation.
ART. 3
Any drawdown or advance related to this agreement will be minimum of USD
10,000,000 with a maximum up to the total amount of the credit line. At any
time, the aggregate outstanding advances granted by the Lender to the Borrower
will never exceed the aggregate amount of the Credit line.
ART. 4
The Borrower will advise the Lender of any request of advance at least three
business days prior to date of drawdown.
ART. 5
In any case, this Credit Agreement will be valid for a 6 months period with full
repayment of advances and interests at the end of such period.
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Sept. 18th, 1998
ART. 6
The rate of interests applied on any drawdown or advances made under the present
agreement will be the Libor of the concerned period of drawdown plus a margin of
75 basis points.
The calculation of interests will be achieved on 360 days a year basis, taking
into account the actual number of days elapsed during the drawdown period.
ART. 7
The Borrower will pay the interests in net amount, after application of
withholding taxes if any.
ART. 8
This agreement shall be construed and governed in accordance with the laws of
the Kingdom of Belgium.
The jurisdiction will be the Court of Nivelles.
Signed on September 18th, 1998 in
two original copies, each party
acknowledging having received a
duly executed copy.
FOR CARMEUSE S.A.,
/s/ XXXXXXX-XXXXXXX DE JONGH /s/ XXXX XXXXXXX
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Xxxxxxx-Xxxxxxx DE JONGH Xxxx XXXXXXX
Director Director
FOR CARMEUSE LIME INC.,
/s/ XXXXXXX XXXXXXX /s/ XXXXXXX XXXXXX
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Xxxxxxx XXXXXXX Xxxxxxx XXXXXX
General Counsel Chairman
