FIRST AMENDMENT, dated as of April 1, 1999 (this "Amendment"), to the
CREDIT AGREEMENT, dated as of November 17, 1997 (the "Credit Agreement"), among
Pneumo Abex Corporation (the "Company"), the financial institutions from time to
time parties to the Credit Agreement (the "Lenders"), the arranger and
documentation agent named therein and The Chase Manhattan Bank, as
Administrative Agent. Terms defined in the Credit Agreement shall be used in
this Amendment with their defined meanings unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, the Company has requested the Lenders to enter into this
Amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I AMENDMENT. Paragraph (f) of subsection 8.7 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(f) so long as no Default or Event of Default shall have occurred
and be continuing, or would result therefrom (including, without
limitation, compliance with subsection 8.14), other investments in
Persons not to exceed $30,000,000 in the aggregate at any time
(and such investments to be measured by their fair market value at
the time of the investment), provided that the aggregate amount of
such investments made in any one Person (together with its
Affiliates) shall not exceed $15,000,000"
II. COMMITMENT REDUCTION. The aggregate Commitments shall automatically
be permanently reduced from $120,000,000 to $100,000,000 on the First Amendment
Effective Date (as defined below).
III. MISCELLANEOUS.
1. Representations and Warranties. The Company hereby represents
and warrants as of the First Amendment Effective Date that, after giving effect
to this Amendment, (a) no Default or Event of Default has occurred and is
continuing and (b) all representations and warranties of the Company contained
in the Loan Documents (with each reference to the Loan Documents in such
representations and warranties being deemed to include, unless the context
otherwise requires, this Amendment and the Credit Agreement as amended by this
Amendment) are true and correct in all material respects with the same effect as
if made on and as of such date.
2. Expenses. The Company agrees to pay or reimburse the
Administrative Agent on demand for all its reasonable out-of-pocket costs and
expenses incurred in connection with the preparation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
3. No Change. Except as expressly provided herein, no term or
provision of the Credit Agreement shall be amended, modified or supplemented,
and each term and provision of the Credit Agreement shall remain in full force
and effect.
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4. Effectiveness. This Amendment shall become effective on the
date (the "First Amendment Effective Date") on which the Administrative Agent
shall have received counterparts hereof duly executed by the Company and the
Required Lenders.
5. Counterparts. This Amendment may be executed by the parties
hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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 above written.
PNEUMO ABEX CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Senior Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Lender
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Title: Managing Director
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Vice President
BANQUE PARIBAS
By: /s/ Xxxx X. XxXxxxxxx, III
------------------------------------
Title: Vice President
By: /s/ Ro Toyashima
------------------------------------
Title: Assistant Vice President
FUJI BANK, LIMITED
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Title: Vice President & Manager
LONG TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ X. Xxxx
------------------------------------
Title: Deputy General Manager
NATEXIS BANQUE BFCE
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Title: Associate
By: /s/ G. Xxxxx Xxxxxx
------------------------------------
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxx X'Xxxxxx
------------------------------------
Title: Manager
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
------------------------------------
Title: Banking Officer
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxx
------------------------------------
Title: First Vice President
By: /s/ Xxxxx XxXxxxxxxx
------------------------------------
Title: Vice President
