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Exhibit 10.0
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of September 10, 1996 (this
"Amendment") to the Credit Agreement dated as of dated as of
November 30, 1995 (the "Credit Agreement") among Xxxxxxx Denver
Machinery Inc. (the "Borrower"), the Lenders party thereto and The
First National Bank of Chicago, as LC Issuer and as Agent for the
Lenders.
The parties hereto wish to amend the Credit Agreement in
certain respects and accordingly hereby agree as follows:
1. Definitions. Unless the context otherwise requires,
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all terms used herein which are defined in the Credit Agreement
shall have the meanings assigned to them therein.
2. Amendment. Effective upon the satisfaction of the
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conditions precedent set forth in Section 4 of this Amendment, the
Credit Agreement shall be amended as follows:
(a) Clause (vi) of Section 6.12 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"(vi) Senior unsecured notes issued by the Borrower
from time to time in an aggregate principal
amount not to exceed $35,000,000 at any one
time outstanding and which have (y) an initial
weighted average life in excess of three (3)
years and (z) a final maturity date which is
subsequent to November 30, 1998."
3. Representations and Warranties. The Borrower hereby
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confirms, reaffirms and restates as of the date hereof the
representations and warranties set forth in Article V of the
Credit Agreement provided that such representations and warranties
shall be and hereby are amended as follows: each reference
therein to "this Agreement", including, without limitation, such
a reference included in the term "Credit Documents", shall be
deemed to be a collective reference to the Credit Agreement, this
Amendment and the Credit Agreement as amended by this Amendment.
A Default under and as defined in the Credit Agreement as amended
by this Amendment shall be deemed to have occurred if any
representation or warranty made pursuant to the foregoing sentence
of this Section 3 shall be materially false as of the date on
which made.
4. Conditions Precedent. This Amendment and the
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amendment to the Credit Agreement provided for herein shall become
effective as of the date hereof when this Amendment shall have
been duly executed and delivered by the Agent and the Borrower on
one counterpart and Lenders constituting the Required Lenders
shall have signed a counterpart or counterparts hereof and
notified the Agent by facsimile or telephone that such action has
been taken and that such executed counterpart or counterparts will
be mailed or otherwise delivered to the Agent.
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5. Effect on the Existing Agreement. Except as
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expressly amended hereby, all of the representations, warranties,
terms, covenants and conditions of the Credit Agreement and the
other Credit Documents (a) shall remain unaltered, (b) shall
continue to be, and shall remain, in full force and effect in
accordance with their respective terms, and (c) are hereby
ratified and confirmed in all respects. Upon the effectiveness
of this Amendment, all references in the Credit Agreement
(including references in the Credit Agreement as amended by this
Amendment) to "this Agreement" (and all indirect references such
as "hereby", "herein", "hereof" and "hereunder") shall be deemed
to be references to the Credit Agreement as amended by this
Amendment.
6. Expenses. The Borrower shall reimburse the Agent for
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any and all reasonable costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys
for the Agent, which attorneys may be employees of the Agent) paid
or incurred by the Agent in connection with the preparation,
review, execution and delivery of this Amendment.
7. Entire Agreement. This Amendment, the Credit
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Agreement as amended by this Amendment and the other Credit
Documents embody the entire agreement and understanding between
the parties hereto and supersede any and all prior agreements and
understandings between the parties hereto relating to the subject
matter hereof.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO A NATIONAL BANKING ASSOCIATION LOCATED IN THE STATE
OF ILLINOIS.
9. Counterparts. This Amendment may be executed in any
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number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may
execute this Amendment by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
XXXXXXX DENVER MACHINERY INC.
By:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually as a Lender and as Agent
By:
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Title:
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THE BANK OF NEW YORK
By:
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Title:
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CAISSE NATIONAL DE CREDIT AGRICOLE
By:
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Title:
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XXXXXX TRUST & SAVINGS BANK
By:
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Title:
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THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By:
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Title:
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