CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 2, 1998 to the Credit
Agreement dated as of August 24, 1998 (the Credit Agreement )
among XXXXX & XxXXXXXX COMPANIES, INC. (the Borrower ), the
LENDERS party thereto (the Lenders ) and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent (the Administrative
Agent ).
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit
Agreement to revise the Euro-Dollar Margin and facility fees
payable thereunder;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined
in the Credit Agreement has the meaning assigned to such term in
the Credit 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
Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Amendment of Euro-Dollar Margin. The definition
of Euro-Dollar Margin in Section 1.01 of the Credit Agreement is
amended in its entirety to read as follows:
Euro-Dollar Margin means (i) on any date on or prior to
March 26, 1999, 0.37%, and (ii) on any date thereafter, a rate per
annum determined in accordance with the Pricing Schedule.
Section 3. Amendment of Facility Fees. (a) The definition
of the term Facility Fee Rate in Section 1.01 of the Credit
Agreement is amended in its entirety to read as follows:
Facility Fee Rate means (i) on any date on or prior to
March 26, 1999, 0.08%, and (ii) on any date thereafter, a rate per
annum determined in accordance with the Pricing Schedule.
(b) The definition of the term Pricing Grid Day in Section
1.01 of the Credit Agreement is deleted.
(c) Section 2.06 of the Credit Agreement is amended by
designating the existing text as subsection (a) and by inserting
thereafter the following new subsection (b):
(b) If the Commitments are reduced or terminated at any time
prior to March 26, 1999, then on March 26, 1999 the Borrower shall
pay to the Administrative Agent, for the account of the Lenders on
such date ratably in proportion to their Credit Exposures on such
date (or, if the Credit Exposures are reduced to zero prior to such
date, for the account of the Lenders on the date of such reduction,
ratably in proportion to their Credit Exposures immediately prior
to such reduction), an additional facility fee equal to the
following:
(i) the aggregate amount of the facility fee that
the Borrower would be required to pay pursuant to Section 2.06(a)
for the period from and including the Effective Date to but
excluding March 26, 1999 if the aggregate Credit Exposures were
$2,250,000,000 on each day during such period; minus
(ii) the actual aggregate amount of the facility
fee that the Borrower is required to pay pursuant to Section
2.06(a) for such period.
Section 4. Effect of Amendments. Except as expressly set
forth herein, this Amendment shall not constitute an amendment or
waiver of any term or condition of the Credit Agreement, and all
such terms and conditions shall remain in full force and effect and
are hereby ratified and confirmed in all respects.
Section 5. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New
York.
Section 6. Counterparts. 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.
Section 7. Effectiveness. This Amendment shall become
effective as of the date hereof on the date when the Administrative
Agent shall have received from each of the Borrower and the
Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
XXXXX & XxXXXXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
By: /s/ Xxxxxxx Xxx Xxxxx
Name: Xxxxxxx Xxx Xxxxx
Title: Secretary
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative
Agent and Lender
By: /s/ Xxxxxx X. Xxxxxx-Xxxxxx
Name: Xxxxxx X. Xxxxxx-Xxxxxx
Title: Vice President
