Exhibit 10-b
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment No. 3 (this "Amendment") dated as of March 9, 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) Section 6.11 is amended by adding the following clause (xi):
(xi) Indebtedness of DTI and its Subsidiaries to
Cisco Systems Capital Corporation pursuant to
one or more Capitalized Leases, not to exceed
$70,000,000 in the aggregate.
(b) 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 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)".
(c) 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 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 Investment 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.
2
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/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: VP-CFO
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/Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
By: /s/Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Group Vice President
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
By: /s/Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Manager
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
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