364 Day Credit Agreement
AMENDMENT NO. 2
THIS AMENDMENT NO. 2, (this "Amendment"), dated as of
May 29, 1997, among GENERAL SIGNAL CORPORATION (the
"Company") and the undersigned commercial banking
institutions (herein collectively "Banks").
WITNESSETH:
WHEREAS, the Company and the Banks are parties to a
certain 364 Day Credit Agreement, dated as of June 1, 1995
as amended as of May 31, 1996 (the "364 Day Credit
Agreement"); and
WHEREAS, the parties desire to amend further certain
terms of the 364 Day Credit Agreement;
NOW, THEREFORE, in consideration of the agreements
herein contained, the parties hereto hereby agree as
follows:
1. Except as otherwise defined herein, the
capitalized terms used herein shall have the meanings
respectively ascribed to them in the 364 Day Credit
Agreement.
2. Each Bank's Commitment shall be the amount set
forth opposite its signature hereto, as such amount may be
reduced or increased from time to time pursuant to Sections
1.1.6, 1.1.7 and 1.1.8 or Section 13.5 of the 364 Day Credit
Agreement.
3. The "Revolver Expiration Date" is hereby amended
to mean the earlier of May 28, 1998 or the date of
termination in whole of the Commitments. All references to
the "364 Day Credit Agreement" shall be deemed to refer to
the 364 Day Credit Agreement as hereby amended.
4. The table in Section 3.1.8, Applicable Margin, is
hereby deleted and replaced with the following:
Public Debt Rating Eurodollar
Margin CD Margin
Level 1:
AA-/Aa3 or higher .185% .310%
Level 2:
A-/A3 or higher, but
less than Xxxxx 0 .200% .325%
Level 3:
BBB-/Baa3 or higher,
but less than Xxxxx 0 .350% .475%
Level 4:
Less than BBB-/Baa3 .500% .625%
5. The table in Section 3.2, Facility Fee, is hereby
deleted and replaced with the following:
Public Debt Rating Facility Fee Percentage
Level 1:
AA-/Aa3 or higher .040 %
Level 2:
A-/A3 or higher, but
less than Level 1 .060 %
Level 3:
BBB-/Baa3 or higher,
but less than Xxxxx 0 .100%
Level 4:
Less than BBB-/Baa3 .150 %
6. Except as set forth in this Amendment, all terms and
conditions of the 364 Day Agreement shall remain unchanged.
IN WITNESS WHEREOF, the Company and each Bank have
caused this Amendment to be executed, as of the day and year
first above written, by one of its officers thereunto duly
authorized.
GENERAL SIGNAL CORPORATION
By: Xxxxx X. Xxxxxxxx
____________________________
Vice President and Treasurer
Xxx Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Treasurer
Telecopier No.: (000) 000-0000
