XXXXXX XXXXXX INTERNATIONAL INC.
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment to Revolving Credit Agreement (herein, the
"Amendment") is entered into as of May 28, 2003, between Xxxxxx Xxxxxx
International Inc., a Delaware corporation (the "Borrower"), ABN AMRO
Bank N.Y., as Administrative Agent (the "Agent"), ABN AMRO Bank N.Y.,
as a lender ( "ABN AMRO") and Bank Leuini USA, as a lender ( "Leumi"
and together with ABN AMRO, the "Banks").
PRELIMINARY STATEMENTS
A. The Borrower, the Agent and the Banks entered into a certain Revolving Credit
Agreement, dated as of August 14, 2002 (the Revolving Credit Agreement, as the
same has been amended prior to the date hereof, being referred to herein as the
"Credit Agreement"). All capitalized terms used herein without definition shall
have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Banks increase the L/C Sublimit and make
certain other amendments to the Credit Agreement, and the Banks are willing to
do so under the terms and conditions set forth in this Amendment.
Now, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1. The definition of "L/C Sublimit" in Section 1 of the Credit Agreement shall
be amended and restated in its entirety to read as follows:
L/C Sublimit: $1,000,000 (or the equivalent thereof in foreign
currencies freely converted into U.S. dollars and readily available to
the Agent), as reduced pursuant to the terms hereof.
1.2. Section 5.2 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
Section 5.2. Letter of Credit Fees. On the date of issuance or
extension, or increase in the amount, of any Letter of Credit pursuant
to Section 3.2 hereof, the Borrower shall pay to the Agent, for the
ratable benefit of the Banks according to their Revolving Percentages,
an issuance fee equal to 1% of the face amount of (or of the increase
in the face amount of) such Letter of Credit. In addition, the
Borrower shall pay to the LIC Issuer for its own account the L/C
Issuer's standard drawing, negotiation, amendment, transfer and other
administrative fees for each Letter of
Credit. Such standard fees referred to in the preceding sentence may
be established by the L/C Issuer from time to time.
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
2.1. The Borrower, the Agent and the Banks shall have executed and delivered
this Amendment.
2.2. The Agent shall have received copies (executed or certified, as may be
appropriate) of all legal documents or proceedings taken in connection with
the execution and delivery of this Amendment to the extent the Agent or its
counsel may reasonably request.
2.3. Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to the Agent and its counsel.
2.4. Xxxxxx Xxxxxx Europe Inc., Xxxxxx Xxxxxx Japan Inc. and Xxxxxx Xxxxxx
Africa Inc. shall have executed and delivered to the Agent their consent to
this Amendment in the form set forth below.
SECTION 3. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment, the
Borrower hereby represents to the Banks that as of the date hereof the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6(d) shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Banks) and the Borrower is in
compliance with the terms and conditions of the Credit Agreement and no Default
or Event of Default has occurred and is continuing under the Credit Agreement or
shall result after giving effect to this Amendment.
SECTION 4. MISCELLANEOUS.
4.1. Except as specifically amended herein, the Credit Agreement shall continue
in full force and effect in accordance with its original terms. Reference
to this specific Amendment need not be made in the Credit Agreement, the
Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the
Credit Agreement as amended hereby.
4.2. The Borrower agrees to pay on demand all costs and expenses of or incurred
by the Agent in connection with the negotiation, preparation, execution and
delivery of this Amendment, including the fees and expenses of counsel for
the Agent.
4.3. This Amendment may be executed in any number of counterparts, and by the
different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed
to be an original. This Amendment shall be governed by the internal laws of
the State of New York.
This First Amendment to Revolving C Agreement is entered into as of the date and
year first above written.
Accepted and agreed to.
XXXXXX XXXXXX INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President & CFO
ABN AMRO BANKN individually and as
Agent
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: VP
BANK LEUMI USA
By /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
