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Exhibit 4.2
SIXTH AMENDMENT
TO
CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of December 1, 1997, by and between XXXXXX GROUP INC. (the "Borrower"),
the Lenders parties to the Credit Agreement (as defined below) from time to time
(the "Lenders'), and MELLON BANK, N.A., a national banking association, as Agent
(in such capacity, the "Agent").
WHEREAS, the Agent, the Lenders and the Borrower are parties
to a certain Credit Agreement dated as of December 1, 1991 (as amended, the
"Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders extend
the Revolving Credit Maturity Date for a period of one year;
WHEREAS, the Agent, the Lenders and the Borrower desire to
amend the Credit Agreement as set forth herein; and
WHEREAS, all words and terms used in this Amendment which are
defined in the Credit Agreement are used herein with the same meanings unless
otherwise defined herein or required by the context;
NOW, THEREFORE, in consideration of the foregoing premises and
intending to be legally bound, the Agent, the Lenders and the Borrower hereby
agree as follows:
Section 1. Extension of Revolving Credit Maturity Date.
Pursuant to Section 2.03 of the Credit Agreement and as requested by the
Borrower in a letter to the Agent dated November 10, 1997, the Lenders and the
Agent hereby agree to extend the Revolving Credit Maturity Date for a period of
one year. On and after December 6, 1997 (the "Effective Date"), as provided in
Section 2.03 of the Credit Agreement, the Revolving Credit Maturity Date shall
be December 6, 2002, as such date may be further extended by the Lenders
pursuant to Section 2.03 of the Credit Agreement.
Section 2. Conditions. The obligation of the Agent and the
Lenders to extend the Revolving Credit Maturity Date shall be subject to
satisfaction by the Borrower of the following conditions precedent:
(a) The Agent shall have received (with a copy for
each Lender) the following documents dated as of the date of
the issuance of the Amendment (the "Closing Date") and in form
and substance satisfactory to the Lenders:
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(i) An executed counterpart of this
Amendment;
(ii) A certificate signed by a duly
authorized officer of the Borrower stating that (A)
the representations and warranties contained in
Article III of the Credit Agreement (except for
Section 3.06 which continues to be true as of the
date set forth therein) are correct on and as of the
Closing Date and as though made on and as of the
Closing Date and (B) no Event of Default and no
event, act or omission which, with the giving of
notice or the lapse of time or both, would constitute
such an Event of Default has occurred and is
continuing or would result from the execution and
delivery of the Amendment.
(b) The Agent shall have received (with a copy for each
Lender) such other approvals, certificates, opinions or documents, in
form and substance satisfactory to the Lenders, as the Lenders may
reasonably request.
Section 3. Effect of Amendment. The Credit Agreement, as
amended by this Amendment, is in all respects ratified, approved and confirmed
and shall, as so amended, remain in full force and effect. From and after the
date hereof, all references in any document or instrument to the Credit
Agreement shall mean and include the Credit Agreement, as amended by this
Amendment.
Section 4. Governing Law. This Amendment shall be governed by
and shall be interpreted and enforced in accordance with the laws of the State
of New York.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, and all of which counterparts, taken together,
shall constitute but one and the same Amendment.
Section 6. Expenses. The Borrower shall reimburse the Lenders
for all costs and expenses (including fees and expenses of counsel to the Agent)
incurred in connection with this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized.
XXXXXX GROUP INC.
By: \s\ Xxxxx X. Xxxxxx
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Title: Director of Operations
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MELLON BANK, N.A.,
individually and as Agent
By: \s\ Xxxx Xxxx Xxxxxxx
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Title: Assistant Vice President
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FLEET NATIONAL BANK
By: \s\ Xxxx Xxxxx
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Title: Vice President
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THE CHASE MANHATTAN BANK
By: \s\Xxxxx Xxxxx
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Title: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By: \s\ Xxx Xxx
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Title: Corporate Banking Officer
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KEYBANK NATIONAL ASSOCIATION
By: Xxxxx X. Xxx
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Title: Vice President
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BANKBOSTON
By: \s\ Xxxxxx Xxxxxx
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Title: Director
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