January 30, 1997
Exhibit 10.7
Allegiance Corporation
0000 Xxxxxxxx Xxxx
XxXxx Xxxx, Xxxxxxxx 00000
Re: First Amendment to Credit Agreement
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Ladies/Gentlemen:
Please refer to the Facility A Credit Agreement (the "Credit Agreement")
dated as of September 23, 1996 among Allegiance Corporation (the "Company"),
various Banks, The First National Bank of Chicago, as Syndication Agent,
NationsBank of Texas, N.A., as Documentation Agent, Xxxxxx Guaranty Trust
Company of New York, as Syndication Agent, and Bank of America National Trust
and Savings Association, as Administrative Agent. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned thereto
in the Credit Agreement.
The Company, the Agents and the Banks agree that the definition of
"Extraordinary Items" in Section 7.01(i) of the Credit Agreement is amended by
deleting the amounts "$50,000,000" therein and substituting the amount
"$100,000,000" therefor.
Except as amended above, all terms and provisions of the Credit Agreement
shall remain in full force and effect and are hereby ratified and confirmed in
all respects.
This letter amendment shall become effective when the Administrative Agent
has received counterparts hereof signed by the Company and the Majority Banks.
This letter amendment shall be deemed to be a contract made under the laws
of the State of Illinois, and for all purposes shall be construed in accordance
with the laws of the State of Illinois, without regard to the principles of
conflicts of laws.
Please evidence your agreement to the foregoing by signing and returning a
counterpart of this letter amendment.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By:_________________________________
Title:
BANK OF AMERICA ILLINOIS,
individually and as Swing-Line Bank
By:_________________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Syndication Agent
and Co-Arranger
By:_________________________________
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
individually and as Co-Syndication Agent
and Co-Arranger
By:_________________________________
Title:
NATIONSBANK OF TEXAS, N.A.,
individually and as Documentation Agent
and Co-Arranger
By:_________________________________
Title:
THE CHASE MANHATTAN BANK,
individually and as Co-Agent
By:_________________________________
Title:
-2-
CREDIT LYONNAIS CHICAGO BRANCH,
individually and as Co-Agent
By:
-------------------------------------
Title:
CREDIT SUISSE, individually and
as Co-Agent
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
DEUTSCHE BANK AG
CHICAGO AND/OR CAYMAN ISLANDS
BRANCHES, individually and
as Co-Agent
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
individually and as Co-Agent
By:
-------------------------------------
Title:
TORONTO DOMINION (TEXAS), INC.,
individually and as Co-Agent
By:
-------------------------------------
Title:
-3-
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By:_______________________________
Title:
CITIBANK, N.A.
By:_______________________________
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE
By:_______________________________
Title:
THE FUJI BANK, LIMITED
By:_______________________________
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
CHICAGO BRANCH
By:_______________________________
Title:
MELLON BANK, N.A.
By:_______________________________
Title:
THE NORTHERN TRUST COMPANY
By:_______________________________
Title:
-4-
PNC BANK, NATIONAL ASSOCIATION
By:_______________________________
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By:_______________________________
Title:
By:_______________________________
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:_______________________________
Title:
XXXXX FARGO BANK, N.A.
By:_______________________________
Title:
Accepted and Agreed By:_______________________________
as of January 30, 1997: Title:
ALLEGIANCE CORPORATION
By:_______________________________
Title:
-5-