EXHIBIT 10.(i)(H)(3)
To the Banks parties to
the Long Term Credit
Agreement referred to below
Re: Amendment to the Long Term Credit Agreement dated September 15, 1994 among
Xxxxxxxxxx Xxxx & Co., Incorporated (the "Company"), various Banks named
therein, The First National Bank of Chicago, as Documentary Agent, The
Bank of Nova Scotia, as Administrative Agent, The Bank of New York, as
Negotiated Loan Agent, and Bank of America National Trust and Savings
Association, as Advisory Agent, as amended (the "Long Term Credit
Agreement")
Gentlemen:
The Company hereby requests that you agree to the following amendments to
the Long Term Credit Agreement:
1. The definition of "Ratio Period" contained in Section l.l of the Long Term
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Credit Agreement is hereby deleted and the following definition of such
term is substituted therefor:
"Ratio Period" means the four (4) consecutive Fiscal Quarters
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ending as of the date as of which the Ratio of Earnings to Fixed Charges is
being determined.
2. Section 6.2 of the Long Term Credit Agreement is hereby amended by
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replacing the figure "0.125%" in such Section 6.2 with "0.25%".
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3. Clause (a) of Section 6.5 of the Long Term Credit Agreement is hereby
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amended by replacing the figure "0.0675%" in such clause (a) with "0.10%".
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4. Section 11.4 of the Long Term Credit Agreement is hereby amended by adding
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the following proviso at the end of the section:
"; provided, however, in the case of the Fiscal
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Quarters ending September 28, 1996, March 29, 1997
and June 28, 1997, "65%" shall be substituted for
"60%" in clause (i) above."
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5. Clause (v) of Section 11.6 of the Long Term Credit Agreement is hereby
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amended by adding the following proviso at the end of clause (v):
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"; provided, however, in the case where the most
recently ended fiscal quarter for the Company was
one of the Fiscal Quarters ended September 28, 1996,
March 29, 1997 or June 28, 1997, "65%" shall be
substituted for "60%" in clause (a) above;"
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6. Section 11 of the Long Term Credit Agreement is hereby amended by adding
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the following Section 11.20 thereto:
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"11.20. Ratio of Earnings to Fixed Charges. Not permit the
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Ratio of Earnings to Fixed Charges determined as of the last day of each
Fiscal Quarter to be less than 1.10:1."
7. Clause (e) of Section 13.l of the Long Term Credit Agreement is hereby
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amended by substituting "11.6 and 11.20" for " 11.6" therein.
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8. Line (e) of Section 3 of the officers certificate to be delivered by the
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Company pursuant to Section 11.1(c) of the Long Term Credit Agreement for
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the fiscal quarters of the Company ending September 28, 1996, March 29,
1997 and June 28, 1997 will be revised to indicate "65%" rather than "60%"
as an acceptable percentage of "Debt" to "Total Capitalization" for such
fiscal quarter.
Except as hereinabove expressly provided, all the terms and provisions of
the Long Term Credit Agreement shall remain in full force and effect and all
references therein and in any related documents to the Long Term Credit
Agreement shall henceforth refer to the Long Term Credit Agreement as amended by
this amendment. This amendment shall be deemed incorporated into, and a part
of, the Long Term Credit Agreement.
This amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
This amendment shall be governed by and construed in accordance with the
laws of the State of Illinois.
This amendment may be executed in any number of counterparts and by the
different parties on separate counterparts and each such counterpart shall be
deemed to be an original, but all such
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counterparts shall together constitute but one and the same agreement. This
Amendment shall be effective when executed by the "Required Banks" (as defined
in the "Long Term Credit Agreement).
If you are in agreement with the foregoing amendment to the Long Term
Credit Agreement, please indicate your accord in the place provided for your
acceptance and forward the executed amendment to The First National Bank of
Chicago, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx X.
Xxxxx, Senior Vice President. I shall also appreciate your telecopying me at
(000)000-0000 a signed copy of this letter amendment.
XXXXXXXXXX XXXX & CO., INCORPORATED
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Treasurer
Accepted and Agreed to
the foregoing Amendment
THE FIRST NATIONAL BANK OF CHICAGO,
in its individual capacity and in its
capacity as Documentary Agent
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, in its
individual capacity and in its capacity
as Negotiated Loan Agent
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
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XXX XXXX XX XXXX XXXXXX, in its
individual capacity and in its
capacity as Administrative Agent
By: /s/ F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, in its
individual capacity and in its
capacity as Advisory Agent
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
CIBC INC.
By: /s/ Durc X. Xxxxxx
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Name: Durc X. Xxxxxx
Title: Authorized Signatory
NATIONSBANK, N.A.
By: /s/ Xxxx Xxxxx Xxxx
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Name: Xxxx Xxxxx Xxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President & Joint General Manager
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxxx Xxx Xxxxx
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Name: Xxxx Xxx Xxxxx
Title: Vice President
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CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By:____________________________
Name:
Title:
BANCA COMMERCIALE ITALIANA,
CHICAGO BRANCH
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By: /s/ Seiichiro Ino
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Name: Seiichiro Ino
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Deputy General Manager
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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THE SAKURA BANK, LTD.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Joint General Manager
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By:_____________________________
Name:
Title:
SWISS BANK CORPORATION
By: /s/ Xxxxxx Xxxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxxx
Title: Executive Director
Credit Risk Management
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title:
UNITED STATES NATIONAL BANK OF OREGON
By: /s/ Xxx Xxx
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Name: Xxx Xxx
Title: Vice President
UNION BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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ABN AMRO BANK N.V.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title:
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: Commercial Banking Officer
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
THE FUJI BANK, LIMITED
By:_____________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Commercial Banking Officer
THE YASUDA TRUST AND BANKING CO., LTD.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Deputy General Manager
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THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO, S.P.A.
By: /s/ K. Xxxxxxx Xxxxx
----------------------
Name: K. Xxxxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
KREDIETBANK N.V.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
UNION BANK OF SWITZERLAND - NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
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BANCA DI ROMA, S.P.A.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
COMERICA BANK
By: /s/ Xxxxx X. Light
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Name: Xxxxx X. Light
Title: Asistant Vice President
BANK OF AMERICA ILLINOIS
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
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