EXHIBIT 4(c)
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This First Amendment to Amended and Restated Revolving Credit
Agreement (the "First Amendment") made as of the 28th day of October, 1995
("Amendment Effective Date"), among Comerica Bank and NBD Bank (formerly known
as NBD Bank, N.A.) (individually, "Bank" and collectively, "Banks"), Comerica
Bank, as Agent for the Banks (in such capacity "Agent") and Xxxxxxxx Credit
Corp., a Michigan corporation ("Company").
WITNESSETH:
WHEREAS, the Banks, the Agent and the Company have executed and
delivered that certain Amended and Restated Revolving Credit Agreement dated
as of November 20, 1992 (the "Original Agreement");
WHEREAS, the Company, the Agent and the Banks desire to amend the
Original Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises, the Banks, the Agent
and the Company hereby agree as follows:
1. Section 11.1(h)(i) of the Original Agreement is amended to read
in its entirety as follows:
"(i) Fail to maintain Consolidated Tangible Net Worth in an
amount equal to or greater than the Minimum Amount, except for the
period beginning July 30, 1995 and ending January 26, 1996, when it
shall be an Event of Default if Consolidated Tangible Net Worth shall
be less than $76,000,000."
2. Company hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of
the Original Agreement, as amended by this First Amendment, are within
Company's corporate powers, have been duly authorized, are not in
contravention of law or the terms of Company's Articles of Incorporation or
Bylaws, and do not require the consent or approval of any governmental body,
agency, or authority; and the Original Agreement, as amended by this First
Amendment, will be valid and binding obligations of Company in accordance with
its terms; (b) the continuing representations and warranties of Company set
forth in Sections 7.1 through 7.7 and 7.9 of the Original Agreement are true
and correct on and as of the date hereof with the same force and effect as
made on and as of the date hereof; (c) the continuing representations and
warranties of Company set forth in Section 7.8 of the Original Agreement are
true and correct as of the date hereof with respect to the most recent
financial statements furnished to the Bank by Company in accordance with
Section 9.2 of the Original Agreement and with respect to material adverse
changes since July 29, 1995; and (d) no Event of Default, or condition or
event which, with the giving of notice or the running of time, or both, would
constitute an Event of Default under the Original Agreement, has occurred and
is continuing as of the date hereof.
3. This First Amendment shall be effective as of October 28, 1995.
4. All references to the term "Agreement" and to the terms "hereof",
"hereunder" and similar referential terms in the Original Agreement shall be
deemed to mean or refer to the Original Agreement as amended by this First
Amendment.
5. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Original Agreement.
6. This First Amendment may be executed in counterparts, in accordance
with Section 13.10 of the Original Agreement.
IN WITNESS WHEREOF, the Banks, the Agent and the Company have caused
this First Amendment to be executed by their respective, duly authorized
officers, all as of the date set forth above.
COMPANY:
XXXXXXXX CREDIT CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President-Treasurer
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AGENT:
COMERICA BANK:
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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BANKS:
COMERICA BANK:
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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NBD BANK (formerly known as NBD Bank, N.A.)
By: /s/ Xxxxxx X. Xxxx
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Title: Second Vice President
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