EXHIBIT 10.28
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: .185% .310%
AA-/Aa3 or higher
Level 2: .200% .325%
A-/A3 or higher, but
less than Xxxxx 0
Xxxxx 0: .350% .475%
BBB-/Baa3 or higher,
but less than Xxxxx 0
Xxxxx 0: .500% .625%
Less than BBB-/Baa3
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: .040 %
AA-/Aa3 or higher
Level 2: .060 %
A-/A3 or higher, but
less than Xxxxx 0
Xxxxx 0: .100%
BBB-/Baa3 or higher,
but less than Xxxxx 0
Xxxxx 0: .150 %
Less than BBB-/Baa3
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
/s/ Xxxxx X. Xxxxxxxx
By: ________________________________
Vice President and Treasurer
Xxx Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Treasurer
Telecopier No.: (000) 000-0000
2
Four Year Credit Agreement
AMENDMENT NO. 3
THIS AMENDMENT NO. 3, (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 Four Year
Credit Agreement, dated as of January 12, 1994, as amended as of January 12,
1995 and May 31, 1996 (the "Four Year Credit Agreement"); and
WHEREAS, the parties desire to amend further certain terms of the Four
Year 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 Four Year 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 Four Year
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.
4. The term "Agreement" is hereby amended to mean this "Five Year Credit
Agreement" and all references to the "Five Year Credit Agreement" shall be
deemed to refer to the Four Year Credit Agreement as hereby amended.
5. 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: .165% .290%
AA-/Aa3 or higher
Level 2: .180% .305%
A-/A3 or higher, but
less than Xxxxx 0
Xxxxx 0: .300% .425%
BBB-/Baa3 or higher,
but less than Xxxxx 0
Xxxxx 0: .400% .525%
Less than BBB-/Baa3
6. The table in Section 3.2, Facility Fee, is hereby deleted and replaced
with the following:
Public Debt Rating Facility Fee Percentage
------------------ -----------------------
Level 1: .060%
AA-/Aa3 or higher
Level 2: .080%
A-/A3 or higher, but
less than Xxxxx 0
Xxxxx 0: .150%
BBB-/Baa3 or higher,
but less than Xxxxx 0
Xxxxx 0: .250 %
Less than BBB-/Baa3
6. Except as set forth in this Amendment, all terms and conditions of the Four
Year Credit 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
/s/ Xxxxx X. Xxxxxxxx
By: ________________________________
Vice President and Treasurer
Xxx Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Treasurer
Telecopier No.: (000) 000-0000
2
