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CONFORMED COPY
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT No.3 dated as of April 6, 1998 to the Credit Agreement dated
as of December 23, 1993, as amended and restated as of December 22, 1994 and as
further amended and restated as of March 19, 1997 (as heretofore amended, the
"CREDIT AGREEMENT") among WESTERN ATLAS INC. (the "BORROWER"), the BANKS party
thereto (the "BANKS") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent
(the "AGENT").
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments. The Credit Agreement is hereby amended as
follows:
(a) In the definition of "Financing Documents" in Section 1.01, by
deleting the phrase "and the Subsidiary Guarantee Agreement" and by replacing
the comma with the word "and".
(b) To insert in Section 1.01 a definition of "Foreign Debt" to read
as follows:
"Foreign Debt" means Debt incurred by a Subsidiary organized
under the laws of a jurisdiction outside the United States (or incurred
through a branch or office outside the United States of a Subsidiary
organized under the laws of a jurisdiction within the United States)
which Debt is incurred with a view to obtaining financial or tax
benefits associated with the foreign operations of such Subsidiary
(including without limitation currency hedging).
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(c) In the definition of "Material Subsidiary" in Section 1.01, by
deleting the following language "(i) any Guarantor and (ii)" and deleting the
word "other" between the words "any" and "Subsidiary" in the second line
thereof.
(d) By deleting in its entirety the definition of "Obligors" in
Section 1.01.
(e) In the first sentence of Section 4.02, by replacing the phrase
"each Obligor" with "the Borrower" and deleting the phrase "to which it is a
party".
(f) By deleting the second sentence of Section 4.03.
(g) In Section 4.10, by replacing the phrase "Neither the Borrower
nor any Guarantor is" with "The Borrower is not".
(h) In Section 4.12, by deleting both instances of the phrase "or any
Guarantor" in the first sentence thereof and by replacing the phrase "any
Obligor" with "the Borrower" in the second sentence thereof.
(i) Section 5.07 is amended to read as follows:
"SECTION 5.07. Limitation on Subsidiary Debt. The aggregate
outstanding principal amount of Debt of the Subsidiaries of the
Borrower (exclusive of (i) Debt owing to the Borrower or another
Subsidiary and (ii) Foreign Debt) shall at no time exceed 15% of
Consolidated Tangible Net Assets."
(j) In Section 6.01:
(i) by replacing the phrases "any Obligor" and "such Obligor"
with "the Borrower" in Subsections (c) and (d) thereof;
(ii) by deleting in its entirety Subsection (1) and moving the
word "or" from the end of Subsection (k) to the end of Subsection
(j);
(iii) by replacing each occurrence of the phrase "any Obligor"
and the phrase "the Obligors" with "the Borrower" in the proviso at
the end of Section 6.01.
(k) In Section 6.02, by replacing the phrase "an Obligor" with "the
Borrower".
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(l) In Section 7.04, by replacing the phrase "any Obligor" with "the
Borrower".
(m) In item (ii) of the second sentence of Section 7.05, by replacing
the phrase "any Obligor" with "the Borrower".
(n) In the second sentence of Section 9.04, by replacing the phrase
"Each of the Borrower and the Guarantors" with "The Borrower" and deleting the
phrase "or such Guarantor, as the case may be".
(o) In the second and third sentences of Section 9.08, by replacing
the phrase "Each of the Borrower and the Guarantors" with "The Borrower".
(p) In Section 9.10, by deleting the phrase "THE GUARANTORS,".
SECTION 3. Exhibit H; Amended and Restated Subsidiary Guarantee
Agreement. The Amended and Restated Subsidiary Guarantee Agreement dated as of
March 19, 1997 among WESTERN ATLAS INC., the Guarantors referred to therein and
Xxxxxx Guaranty Trust Company of New York, as Agent, is hereby terminated in its
entirety and the Guarantors referred to therein are hereby released from all
obligations thereunder.
SECTION 4. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement are true on and as of the date hereof and
(ii) no Default has occurred and is continuing on and as of the date hereof.
SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 7. Effectiveness. This Amendment shall become effective as of
the date hereof when the Agent shall have received from each of the Borrower and
the Banks a counterpart hereof duly signed by such party or facsimile or other
written confirmation (in form satisfactory to the Agent) that such party has
signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
WESTERN ATLAS INC.
By: /s/ F. Xxxxxx Xxxxxxxxx
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Title: Vice President & Treasurer
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxx Xxxxx-Xxxxx
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By: /s/ Xxxxxx Xxx
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Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Xxxx Xxxxxx
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Title: Vice President
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CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxx
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Title: Managing Director
CIBC INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxx Xxxxxxxx
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Title: Assistant Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: /s/ J. Xxxx Xxxxxxxxx Xx.
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Title: Vice President
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DRESDNER BANK A.G., NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
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Title: Assistant Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx Xxxxx
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Title: Director
By: /s/ Xxxxx Xxxxx
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Title: Associate
THE NORTHERN TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
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Title: Second Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxx
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Title: Vice President
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TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as AGENT
By: /s/ Xxxxxxx Xxxxx-Xxxxx
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Title: Vice President
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