Exhibit 10-b
AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 (this "Amendment") dated as of
April 30, 2001 is among KLT Inc. (the "Borrower"), the
undersigned Lenders and Bank One, NA, as agent for the
Lenders (in such capacity, the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent are
parties to a Second Amended and Restated Credit Agreement
dated as of June 30, 2000 (as previously amended, the
"Credit Agreement"); and
WHEREAS, the Borrower, the Lenders and the Agent desire
to amend the Credit Agreement in certain respects more fully
described below;
NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the parties
agree as follows:
SECTION 1 DEFINED TERMS. Capitalized terms used herein
and not otherwise defined shall have the meanings attributed
to such terms in the Credit Agreement.
SECTION 2 AMENDMENTS TO THE CREDIT AGREEMENT. Effective
upon the satisfaction of the conditions precedent set forth
in Section 4, the Credit Agreement shall be amended as
follows:
(a) The definition of "Tender Line Facility" in
Article I is amended in its entirety to read as
follows:
"Tender Line Facility" means a credit
facility entered into by DTI providing for loans
to DTI, in an aggregate amount not exceeding
$95,000,000, to finance the purchase of DTI Notes,
and refinancings of all or part thereof so long as
the principal amount of such credit facility and
such refinancings does not in the aggregate at any
time exceed $95,000,000.
(b) Clause (vii) of Section 6.11 is amended in its
entirety to read as follows:
(vii) Rate Hedging Obligations related to the Loans or
the Working Capital Facility.
(c) Section 6.11 is amended by adding the
following clause (xii):
(xii) Indebtedness of KLT Gas Inc. not
exceeding $17,000,000 in the aggregate
arranged by Bank One.
(d) Section 6.13 is amended by (1) deleting the
word "and" before clause (iv), substituting a
comma therefor and inserting the word "and" after
clause (iv) and (2) adding the following clause
(v):
(v) the sale by KLT Gas Inc. of its interest
in Xxxxxxx KLT Gas, LLC.
(e) Clause (vi) of Section 6.18 is amended in its
entirety to read as follows:
(vi) Liens in favor of the Lenders
granted pursuant to any Collateral
Document.
(f) Clause (xvii) of Section 6.18 is amended in
its entirety to read as follows:
(xvii) Liens on the assets and capital stock
of Subsidiaries of DTI to secure the
obligations of DTI and such Subsidiaries
under the Working Capital Facility.
(g) Section 6.19 is amended by deleting the
parenthetical phrase therein and substituting
the following therefor: "(other than (i)
Indebtedness of DTI and its Subsidiaries
described in Section 6.11(xi) or incurred
under the DTI Notes, the Exchange Notes, the
Tender Line Facility or the Working Capital
Facility,
PROVIDED that neither the Borrower nor any of
its Subsidiaries, other than DTI and its
Subsidiaries, shall have any obligations
(contingent or otherwise) with respect to
such Indebtedness, (ii) KLT Investments Debt
and (iii) Non-Recourse Debt)."
(h) Section 6.23 is amended by deleting the
parenthetical phrase therein and
substituting the following therefor: "(other
than (i) Indebtedness of DTI and its
Subsidiaries described in Section 6.11(xi) or
incurred under the DTI Notes, the Exchange
Notes, the Tender Line Facility or the
Working Capital Facility,
PROVIDED that neither the Borrower nor any of
its Subsidiaries, other than DTI and its
Subsidiaries, shall have any obligations
(contingent or otherwise) with respect to
such Indebtedness, (ii) KLT Investments Debt
and (iii) Non-Recourse Debt)."
SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the
Agent and the Lenders to enter into this Amendment, the
Borrower represents and warrants that:
(a) The representations and warranties set forth
in Article V of the Credit
Agreement are true, correct and complete on
the date hereof as if made on and as of the
date hereof.
(b) No Default or Unmatured Default exists on the
date hereof.
SECTION 4 EFFECTIVE DATE. This Amendment shall become
effective as of the date first written above upon receipt by
the Agent of each of the following counterparts of this
Amendment duly executed by the Borrower and the Required
Lenders.
SECTION 5 RATIFICATION. The Credit Agreement, as
amended hereby, is hereby ratified, approved and confirmed
in all respects.
SECTION 6 REFERENCES TO CREDIT AGREEMENT. From and
after the effective date hereof, each reference in the
Credit Agreement to "this Agreement", "hereof" or
"hereunder" or words of like import, and all references
to the Credit Agreement in any and all other agreements,
instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to
mean the Credit Agreement as amended by this Amendment.
SECTION 7 COSTS AND EXPENSES. The Borrower agrees to
pay all costs, fees and out-of-pocket expenses (including
attorneys' fees and charges of attorneys for the Agent,
which attorneys may be employees of the Agent) incurred by
the Agent in connection with the preparation, execution
and delivery of this Amendment.
SECTION 8 CHOICE OF LAW. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE
LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
SECTION 9 EXECUTION IN COUNTERPARTS. This Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the Borrower, the undersigned
Lenders and the Agent have executed this Amendment as
of the date first above written.
KLT INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive
Officer
BANK ONE, NA, individually and as Agent
By: /s/ Xxxx Xx X. Xxxxxx
Name: Xxxx Xx X. Xxxxxx
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Group Vice President
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
W E S T D E U T S C HE L AN D E S B A NK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Associate Director
By: /s/ Xxxxxx X. Xxxxx III
Name: Xxxxxx X. Xxxxx III
Title: Associate Director
COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK
AND GRAND CAYMAN BRANCHES
By:
Name:
Title:
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., CHICAGO
BRANCH
By: /s/ Nobuyasu Fukatsu
Name: Nobuyasu Fukatsu
Title: General Manager
