Exhibit 4.8
SECOND AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT
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THIS AMENDMENT (herein so called) is entered into as of April 25, 2002,
among FMC TECHNOLOGIES, INC., a Delaware corporation ("Borrower"), the Lenders
(herein so called) party to the Credit Agreement (hereinafter defined) and BANK
OF AMERICA, N.A., as Administrative Agent (as defined in the Credit Agreement)
for the Lenders.
Borrower, the Lenders and the Administrative Agent are party to the
Five-Year Credit Agreement dated as of April 26, 2001, as amended by that
certain First Amendment to Five-Year Credit Agreement dated as of May 30, 2001
(as amended, the "Credit Agreement"), and have agreed, upon the following terms
and conditions, to further amend the Credit Agreement in certain respects.
Accordingly, for valuable and acknowledged consideration, Borrower, the Lenders
and the Administrative Agent agree as follows:
1. Terms and References. Unless otherwise stated in this Amendment, (a)
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terms defined in the Credit Agreement have the same meanings when used in this
Amendment, and (b) references to "Sections", "Articles" and "Exhibits" are to
the Credit Agreement's sections, articles and exhibits.
2. Amendments. The Credit Agreement is amended as follows:
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(a) Section 1.01 is amended to delete the definition of "Letter of
Credit Sublimit" in its entirety and substitute the following definition in
lieu thereof:
"Letter of Credit Sublimit means an amount equal to $50,000,000;
provided that the Outstanding Amount of the L/C Obligations arising
out of the issuance of Letters of Credit that are considered by the
Administrative Agent, in the exercise of its sole discretion, to be
"financial standby letters of credit", within the meaning of such
phrase in the risk-based capital regulations set forth in Part 325 of
Title 12 of the Code of Federal Regulations, shall not exceed an
amount equal to $10,000,000. The Letter of Credit Sublimit is part of,
and not in addition to, the Aggregate Commitments."
(b) Section 1.01 is amended to delete the definition of "364-Day
Credit Agreement" in its entirety and substitute the following definition
in lieu thereof:
"364-Day Credit Agreement means the 364-Day Credit Agreement
dated as of the date hereof, among FMC, Technologies, the lenders
party thereto and Bank of America, as administrative agent."
3. Conditions Precedent to Effectiveness. This Amendment shall not be
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effective until the Administrative Agent receives (a) counterparts of this
Amendment executed by Borrower, the Required Lenders and the Administrative
Agent, (b) such evidence as the Administrative Agent may reasonably request to
verify that Borrower is duly incorporated, validly existing and in good standing
in its jurisdiction of incorporation, (c) a certificate signed by a Principal
Officer of Borrower (i) certifying that there has been no event or circumstance
since December 31, 2001, which has had or could reasonably be expected to have a
Material Adverse Effect, (ii) showing the Debt Ratings of Borrower on
Second Amendment to Credit Agreement - Page 1
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the date hereof, and (iii) stating that no amendments have been made or proposed
to the certificate of incorporation or bylaws of Borrower since April 30, 2001
or, if any such amendments have been made or proposed, attaching true and
correct copies of the certificate of incorporation or bylaws of Borrower, as so
amended or proposed to be amended, and (d) such other documents, instruments and
certificates as the Administrative Agent may reasonably request.
4. Conditions Precedent to Further Credit Extensions. The obligation of
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each Lender to make any further Credit Extension under the Credit Agreement,
after giving effect to this Amendment, is subject to the satisfaction of the
following conditions precedent:
(a) The receipt by the Administrative Agent of a certificate signed by
a Principal Officer of Borrower certifying as to the incumbency of the Principal
Officer of Borrower executing this Amendment, and attaching true and correct
copies of resolutions adopted by the Board of Directors of Borrower authorizing
Borrower to enter into this Amendment and verifying the authority and capacity
of such Principal Officer to execute this Amendment.
(b) The receipt by the Administrative Agent of an opinion of Xxxxxx X.
Xxxxxxx, Deputy General Counsel of Borrower, substantially in the form of
Exhibit A attached hereto.
(c) The receipt by the Administrative Agent of an opinion of Mayer,
Brown, Xxxx & Maw, special New York counsel to Borrower, substantially in the
form of Exhibit B attached hereto.
5. Representations. Borrower represents and warrants to the Lenders that as
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of the date of this Amendment, (a) the representations and warranties contained
in Article V are true and correct in all material respects except to the extent
that such representations and warranties refer to an earlier date, in which case
they were true and correct in all material respects as of such earlier date, and
(b) no Default or Event of Default has occurred and is continuing.
6. Effect of Amendment. This Amendment is a Loan Document. Except as
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expressly modified and amended by this Amendment, all of the terms, provisions
and conditions of the Loan Documents shall remain unchanged and in full force
and effect. The Loan Documents and any and all other documents heretofore, now
or hereafter executed and delivered pursuant to the terms of the Credit
Agreement are hereby amended so that any reference to the Credit Agreement shall
mean a reference to the Credit Agreement as amended hereby.
7. Counterparts. This Amendment may be executed in any number of
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counterparts and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.
8. Governing Law. This Amendment shall be governed by and construed in
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accordance with the laws of the State of New York.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
Second Amendment to Credit Agreement - Page 2
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EXECUTED as of the date first stated above.
FMC TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Director, Treasury Operations
EXECUTED as of the date first stated above.
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Principal
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Principal
EXECUTED as of the date first stated above.
CREDIT SUISSE FIRST BOSTON, as a Lender
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxx Xxxxx X. Xxxxxx
Title: Director Associate
EXECUTED as of the date first stated above.
COOPERATIVE CENTRALE RAIFFEINSEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Director
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Managing Director
EXECUTED as of the date first stated above.
DEN NORSKE BANK ASA, as a Lender
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: First Vice President
By: /s/ Hans Jorgen Ormar
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Name: Hans Jorgen Ormar
Title: Vice President
EXECUTED as of the date first stated above.
THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Senior Vice President
EXECUTED as of the date first stated above.
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxxx X. Xxxxx III
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Name: Xxxxxx X. Xxxxx III
Title: Associate Director
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Associate Director
EXECUTED as of the date first stated above.
XXXXX FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Xxxx X. Xxxxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxxxx
Title: Vice President
EXECUTED as of the date first stated above.
THE BANK OF NEW YORK, as a Lender
By: /s/ Xxxx X'Xxxxxx
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Name: Xxxx X'Xxxxxx
Title: Vice President
EXECUTED as of the date first stated above.
DANSKE BANK, as a Lender
By: /s/ X. X. Xxxxxxxx
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Name: X. X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxx X. X'Xxxxx
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Name: Xxxx X. X'Xxxxx
Title: Assistant General Manager
EXECUTED as of the date first stated above.
WACHOVIA BANK, N.A., as a Lender
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Director
EXECUTED as of the date first stated above.
THE NORTHERN TRUST COMPANY, as a Lender
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Second Vice President
EXECUTED as of the date first stated above.
MIZUHO CORPORATE BANK LTD., as a Lender
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Joint General Manager and Group Head
EXECUTED as of the date first stated above.
NATIONAL CITY BANK,
as a Lender
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Senior Vice President
EXECUTED as of the date first stated above.
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ R. Xxxxxxx Xxxxxx
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Name: R. Xxxxxxx Xxxxxx
Title: Vice President
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