[CONFORMED COPY]
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of March 31, 1996 (this "Amendment") to
the Three-Year Credit Agreement dated as of June 1, 1994, as
heretofore amended (the "Agreement") among THE XXXXXX-XXXXX
CORPORATION (the "Borrower"), the BANKS party thereto (the "Banks")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").
W I T N E S S E T H :
WHEREAS, the undersigned parties desire to amend the
definition of "Consolidated EBIT" in Section 1.01 of the Agreement to
eliminate the effect of any separately identified non-recurring non-
cash gains or losses;
NOW, THEREFORE, the undersigned parties agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in
the Agreement has the meaning assigned to such term in the Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement"
and each other similar reference contained in the Agreement shall
from and after the date hereof refer to the Agreement as
amended hereby.
SECTION 2. Definition of Consolidated EBIT. The
definition of "Consolidated EBIT" in Section 1.01 of the Agreement is
amended to read as follows:
"Consolidated EBIT" means, for any period, the sum
(without duplication) of (i) net operating income for such period
plus (ii) interest income for such period plus (iii) to the
extent deducted in determining such net operating income, any
non-recurring non-cash losses separately identified on the
Borrower's consolidated statement of operations minus (iv) to the
extent included in determining such net operating income, any
non-recurring non-cash gains separately identified on the
Borrower's consolidated statement of operations, all
determined on a consolidated basis for the Borrower and its
Consolidated Subsidiaries.
SECTION 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may
be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Amendment shall become effective
as of the date hereof when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and all
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the Banks (or, in the case of any such party as to which an
executed counterpart shall not have been received, the Agent
shall have received facsimile or other written confirmation from
such party of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
THE XXXXXX-XXXXX CORPORATION
By /s/ Xxxxxx 0. Xxxxxx
Title: Vice President, Chief
Financial Officer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Penelope X.X. Xxx
Title: Vice President
CITIBANK, N.A.
By /s/ Xxxxx Xxxxx
Title: Attorney-in-fact
CREDIT SUISSE
By /s/ Xxxx Xxxxxxxxx
Title: Member of Senior Management
By /s/ Xxxxxx X. Xxxxxx
Title: Member of Senior Management
BANQUE NATIONAL DE PARIS
By /s/ Xxxxxxx X. Xxxx
Title: Senior Vice President
By /s/ Sophie Revillard Xxxxxxx
Title: Vice President
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CHEMICAL BANK
By /s/ Xxx X. Xxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By /s/ Xxxx X. Xxxxxx
Title: Senior Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ M. Xxxxxx Xxxx, III
Title: Vice President
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