EXECUTION COPY
FIRST AMENDMENT, dated as of February 7, 1997 (this "Amendment"), to
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the Amended and Restated Credit and Guarantee Agreement, dated as of April 26,
1996 (as amended pursuant to this Amendment and as the same may be further
amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among SDW HOLDINGS CORPORATION, a Delaware corporation
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("Holdings"), S.D. XXXXXX COMPANY (as successor by merger to SDW Acquisition
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Corporation) , a Pennsylvania corporation (the "Borrower"), the several banks,
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financial institutions and other entities from time to time parties thereto
(collectively, the "Lenders"; individually, a "Lender"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), a New York banking
corporation ("Chase"), as agent for the Lenders thereunder (in such capacity,
the "Agent").
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WITNESSETH:
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WHEREAS, the Borrower has requested the Lenders to amend the Credit
Agreement in the manner provided for herein; and
WHEREAS, the Lenders are willing to agree to amend the Credit
Agreement to the extent and upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. Unless otherwise defined herein, terms defined in
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the Credit Agreement and used herein shall have the
meanings given such terms in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT
2.1 Amendment of Subsection 1.1 of the Credit Agreement. Subsection
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1.1 of the Credit Agreement is hereby amended by deleting the words "net
interest expense of the Borrower and its Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP" appearing in the
definition of "Consolidated Interest Expense" and substituting in lieu thereof
the following: "interest expense of the Borrower and its Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP minus the
interest income of the Borrower and its Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP".
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2.2 Amendment of Subsection 5.1 (a)(i) of the Credit Agreement.
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Subsection 5.1 of the Credit Agreement is hereby amended by deleting the final
sentence of paragraph (a)(i) of such subsection and substituting therefor the
following new sentence:
"Except as provided in paragraph (ii) below, all optional prepayments of
the Term Loans shall, first, be made on a pro rata basis between the
Tranche A Term Loans and Tranche B Term Loans, second, be applied against
the scheduled installments of principal, if any, of the Tranche A Term
Loans due within six months of the date of such prepayment and against the
scheduled installments of principal, if any, of the Tranche B Term Loans
due within six months of the date of such prepayment, as the case may be,
and third, be applied to the remaining installments of the Tranche A Term
Loans and the Tranche B Term Loans, as the case may be, pro rata."
2.3 Amendment of Subsection 9.1 (c) of the Credit Agreement.
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Subsection 9.1(c) of the Credit Agreement is hereby amended by deleting the
table appearing in such subsection and substituting therefor the following new
table:
"Test Period Interest Coverage Ratio
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06/28/95 - 12/27/95 1.50 to 1
12/28/95 - 01/01/97 1.75 to 1
01/02/97 - 07/02/97 1.40 to 1
07/03/97 - 12/31/97 1.50 to 1
01/01/98 - 12/29/99 1.75 to 1
12/30/99 - 12/28/00 2.00 to 1
12/29/00 - 01/02/02 2.25 to 1
01/03/02 and thereafter 3.00 to 1
2.4 Amendment of Subsection 9.3(g) of the Credit Agreement.
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Subsection 9.3(g) of the Credit Agreement is hereby amended by adding the
following sentence at the end thereof:
"It is further understood and agreed that if the Indebtedness with respect
to the Assumed Financings described in items 3, 4, and 5 of Schedule 9.2(d)
is refinanced by Indebtedness permitted under subsection 9.2(d), such
refinancing Indebtedness (together with additional Indebtedness of up to
S7,000,0000 incurred in connection with such refinancing to finance
improvements at the projects and facilities originally financed with such
Assumed Financings) may be secured by a Lien on such projects and
facilities and such Liens, to the extent they are perfected in such
projects and facilities, shall be prior to any Liens in such property
securing Indebtedness and other amounts owing under this Agreement and the
other Loan Documents;"
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SECTION 3. MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended, modified and
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supplemented hereby, the Credit Agreement is, and shall remain, in full force
and effect in accordance with its terms.
3.2 Effectiveness. This Amendment shall become effective as of the
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date hereof (the "First Amendment Date") upon receipt by the Agent of a
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counterpart hereof duly executed by Holdings, the Borrower and the Required
Lenders.
3.3 Counterparts. This Amendment may be executed by one or more of
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the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
3.4 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF.
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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 day and year first above written.
SDW HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
S.D. XXXXXX COMPANY
By: /s/ Xxxxxx Xxxxxx
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Title: Vice President and CFO
THE CHASE MANHATTAN BANK
as Agent and as a Lender
By: /s/ Xxxxxx Xxxxx
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Title: Vice President
The Lenders:
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ illegible
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Title: Duly Authorized
BANK OF MONTREAL
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Managing Director
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BHT-BANK AKTIENGESELLSCHAFT
By: /s/ Xxxxx Xxxx
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Title: Assistant Vice President
CITICORP U.S.A. INC.
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:____________________________________
Title:
By:____________________________________
Title:
MARINE MIDLAND BANK PLC
By: /s/ X.X. Xxxxx
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Title: Senior Vice President
SOCIETE GENERALE
By: /s/ Xxxx X. Stock
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Title: Vice President
0
XXX XXXX XX XXX XXXX
By: /s/ Xxxxx X. Judge
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Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ illegible
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Title: Authorized Signatory
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ illegible
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Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: _________________________________
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Takya Houji
---------------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
NEW YORK BRANCH
By:
/s/ illegible
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Title: Deputy General Manager
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THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxx Xxxxx xx Xxxx
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Title: Senior Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ Xxxxxx Xxxxxxxx
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Title: Authorized Signatory
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxxxxxx Xxxxxxx
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Title: Senior Vice President/
Portfolio Manager
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:/s/ Xxxxx X. Page
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Title: Vice President
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Illegible
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Title: Senior Vice President
ORIX USA CORPORATION
By: /s/ Xxxxxxx X. Ineg
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Title: Deputy General Manager
ARAB BANKING CORPORATION
By:_____________________________________
Title:
BANK OF SCOTLAND
By: /s/ Xxxxxxxxx Xxxxxxxx
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Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
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THE NIPPON CREDIT BANK, LTD.
By: /s/ Yoshida Watanabe
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Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ illegible
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Title: Vice President
XXXXXXXXX BANK OG KREDITKASSE
By: /s/ illegible
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Title: Vice President
By: /s/ Xxxxx X. Xxxxx
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Title: First Vice President
CORESTATES BANK N.A.
By: /s/ illegible
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Title: Vice President
D G BANK DEUTSCHE
GENOSSENSCHAFTSBANK
By: /s/ Xxx Xxx Xxxxxxx
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Title: Assistant Vice President
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ illegible
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Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
KREDIETBANK N.V.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
By: /s/ Xxxxxx Snauffen
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Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY LIMITED
By: /s/ Xxxxx Xxxxxxxxx
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Title: Vice President
UNITED STATES NATIONAL BANK OF OREGON
By: /s/ Xxxx Xxxxxx
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Title: Vice President
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MEESPIERSON N.V.
By: /s/ Xxxx X'Xxxxxx
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Title: Vice President
By: _______________________________
Title:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxxxxx Xxxxxxxxx
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Title: Vice President
By: /s/ Xxxxxx Xxxxxx
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Title: Senior Vice President
COBANK, ACB
By: /s/ illegible
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Title: Vice President
BANK AUSTRIA AKTIENGESELLSCHAFT
By: /s/ Xxxxxxxxx X. Xxxx
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Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ illegible
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Title:
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XXXXXXXX XXXX, XXXXXXXXXX BANKING
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
____________________________________
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:
____________________________________
Title:
MELLON BANK, N.A.
By: /s/ Rila C. Long
____________________________________
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Illegible
____________________________________
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: /s/ Illegible
____________________________________
Title: Senior Vice President
NEW YORK LIFE INSURANCE COMPANY
By:
____________________________________
Title:
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NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By:____________________________________
Title:
CHL HIGH YIELD LOAN PORTFOLIO
(a unit of The Chase Manhattan Bank)
By:____________________________________
Title:
XXXXXX BANK LTD.
By: /s/ Illegible
____________________________________
Title: Vice President
By: /s/ Illegible
____________________________________
Title: Vice President
WESTDEUTSCBE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxx
____________________________________
Title: Vice President
By: /s/ Xxxxx X. Hoplach
____________________________________
Title: Vice President
FALCON 94, LIMITED
By: /s/ Xxxx X.X. Xxxxxx
____________________________________
Title: Director
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XXXXXX XXXXXXXXX XX XXXXXXXX
XXXXXXXXX
By:____________________________________
Title:
By:____________________________________
Title:
AERIES FINANCE LTD.
By: /s/ Illegible
____________________________________
Title: Director
CERES FINANCE LTD.
By: /s/ Illegible
____________________________________
Title: Director
STRATA FUNDING LTD.
By: /s/ Illegible
____________________________________
Title: Director
By: /s/ Illegible
____________________________________
Title: Director
