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EXHIBIT 10.17
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
WITH
ENVIRODYNE INDUSTRIES, INC.
DATED AS OF JUNE 20, 1995
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT ("AMENDMENT") is dated as of
October __, 1995, by and between ENVIRODYNE INDUSTRIES, INC., a Delaware
corporation ("BORROWER") and BT COMMERCIAL CORPORATION, a Delaware corporation,
individually and as agent (in such capacity, the "AGENT") for the "LENDERS"
under and as defined in the Credit Agreement referred to below. Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, Borrower, Agent and Lenders have entered into that certain
Credit Agreement dated as of June 20, 1995 (the "CREDIT AGREEMENT"), pursuant
to which Lenders have agreed to make certain loans and other financial
accommodations to or for the account of Borrower;
WHEREAS, Borrower has requested that Agent and Lenders (I) amend the
Credit Agreement and (II) consent to the amendments to the Prudential Revolving
Credit Agreement and the First Priority Notes Indenture, in substantially the
respective forms attached hereto as Exhibits A and A-1 (collectively, the
"OTHER AMENDMENTS"); and
WHEREAS, Lenders and Agent have agreed (I) to amend the Credit
Agreement and (II) to consent to the Other Amendments, in each case on the
terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the respective parties hereto hereby agree as follows:
1. AMENDMENT TO LOAN AGREEMENT. Effective as of June 20, 1995, upon
satisfaction of the conditions precedent set forth in SECTION 3 below, and in
reliance upon the representations and warranties of Borrower set forth herein,
the Credit Agreement is hereby amended as follows:
1.1 The definition of the term "Consolidated Intangible Assets" set
forth in SECTION 1.1 of the Credit Agreement is hereby deleted in its entirety
and the following language is hereby substituted therefor:
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"Consolidated Intangible Assets" means, as at any date (I) the
amount of all write-ups in the book value of any asset resulting from
the revaluation thereof and all write-ups in excess of the cost of
assets acquired, plus (II) the amount of all unamortized original issue
discount, unamortized debt expense (exclusive of amounts attributable
to unamortized debt expense in existence as of June 29, 1995),
goodwill, patents (exclusive of amounts attributable to patents owned
by the Borrower and its Subsidiaries as of June 29, 1995), trademarks,
service marks, trade names, copyrights, organization and development
expense and other intangible assets, in each case as would be taken
into account in preparing a consolidated balance sheet of the Borrower
and its Subsidiaries on a consolidated basis as at such date in
accordance with GAAP.
2. CONSENT. Effective as of the date hereof, upon satisfaction of the
conditions precedent set forth in SECTION 3 below, and in reliance upon the
representations and warranties of Borrower set forth herein, Lender hereby
consents to the execution and delivery by Borrower of each of the Other
Amendments.
3. CONDITIONS PRECEDENT. This Amendment shall become effective as of
June 20, 1995, upon satisfaction of each of the following conditions:
(A) As of the date first above written (after giving effect
to this Amendment) no Default or Event of Default shall have occurred
and be continuing.
(B) Agent shall have received two (2) copies of this Amendment
duly executed by Borrower.
(C) Each of the Other Amendments shall have been executed and
delivered by Borrower and prior to or concurrently with the
effectiveness of this Amendment shall have become effective pursuant
to the respective terms thereof.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS.
4.1 Borrower hereby represents and warrants to the Agent and
each of the Lenders that:
(A) this Amendment, and the Credit Agreement as amended hereby,
constitute legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their respective terms;
(B) after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing; and
(C) the execution and delivery by Borrower of this Amendment
does not require the consent or approval of any
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Person, except such consents and approvals as shall have been
obtained.
5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS.
5.1 Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of like import, and each reference in each of the other Credit Documents to the
"Credit Agreement," shall in each case mean and be a reference to the Credit
Agreement as amended hereby.
5.2 Except as expressly set forth herein, (I) the execution and
delivery of this Amendment shall in no way affect any right, power or remedy of
Agent or any of the Lenders with respect to any Event of Default nor constitute
a waiver of any provision of the Credit Agreement or any of the other Credit
Documents and (II) all terms and conditions of the Credit Agreement, the other
Credit Documents and all other documents, instruments, amendments and
agreements executed and/or delivered by the Borrower pursuant thereto or in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed in all respects. The execution and delivery of this
Amendment by Agent and each of the Lenders shall in no way obligate Agent or
any of the Lenders, at any time hereafter, to consent to any other amendment or
modification of any term or provision of the Credit Agreement or any of the
other Credit Documents, whether of a similar or different nature.
6. GOVERNING LAW. The validity, interpretation and enforcement of
this Amendment and any dispute arising out of or in connection with this
Amendment, whether sounding in contract, tort, equity or otherwise, shall be
governed by the internal laws (as opposed to the conflicts of laws provisions)
and decisions of the State of Illinois.
7. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first set forth above.
BORROWER:
ENVIRODYNE INDUSTRIES, INC.
By: _______________________________
Name: ____________________________
Title: ____________________________
AGENT:
BT COMMERCIAL CORPORATION, as Agent
By: _______________________________
Name: ____________________________
Title: ____________________________
LENDERS:
BT COMMERCIAL CORPORATION, in its
individual capacity
By: _______________________________
Name: ____________________________
Title: ____________________________
Amendment No. 1 to
Credit Agreement
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EXHIBIT A
TO
AMENDMENT NO. 1
DATED AS OF OCTOBER __, 1995
FORM OF AMENDMENT TO PRUDENTIAL REVOLVING CREDIT LOAN AGREEMENT
Attached
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EXHIBIT A-1
TO
AMENDMENT NO. 1
DATED AS OF OCTOBER __, 1995
FORM OF AMENDMENT TO FIRST PRIORITY NOTES INDENTURE
Attached
