EXHIBIT 10.15
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 31, 2000 (this "First
Amendment"), to the Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of June 27, 2000, among DOW XXXXX & COMPANY,
INC., a Delaware corporation (the "Company"), the several banks and
other financial institutions or entities from time to time parties
thereto (the "Lenders"), WESTDEUTSCHE LANDESBANK GIROZENTRALE, as
Documentation Agent, FLEET NATIONAL BANK, as Syndication Agent and THE
CHASE MANHATTAN BANK, as Administrative Agent.
W I T N E S S E T H
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain extensions of credit to the
Company; and
WHEREAS, the Company has requested that the Lenders amend
certain provisions of the Credit Agreement in the manner provided
herein; and
WHEREAS, the Lenders are willing to agree to the requested
amendments, but only upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as
defined therein.
2. Amendments to Section 1.1. (a) Section 1.1 of the Credit
Agreement is hereby amended by deleting the definitions of "Applicable
Facility Fee Percentage" and "Applicable Margin" in their respective
entireties and substituting in lieu thereof the following definitions:
"Applicable Facility Fee Percentage": on any date, the rate per
annum set forth below which corresponds with the then current rating of
the Company's senior unsecured long-term debt issued by S&P and Xxxxx'x
respectively.
Applicable Facility
Ratings Fee Percentage
------- -------------------
AA-/Aa3 or higher 0.06%
A+/A1 0.07%
A/A2 or lower 0.08%
Changes in the Applicable Facility Fee Percentage shall become
effective on the date on which S&P and/or Xxxxx'x changes the rating it
has issued for the Company's senior unsecured long-term debt. In the
event of split ratings, the lower of such ratings shall apply; if only
one of such two agencies issues a rating, such rating shall apply."
"Applicable Margin": on any date with respect to the Loans
comprising any Eurodollar Loans, the rate per annum set forth below
which corresponds with the then current rating of the Company's senior
unsecured long-term debt issued by S&P and Xxxxx'x respectively.
Ratings Applicable Margin
------- -----------------
AA-/Aa3 or higher 0.19%
A+/A1 0.23%
A/A2 or lower 0.27%
Changes in the Applicable Margin shall become effective on the date on
which S&P and/or Xxxxx'x changes the rating it has issued for the
Company's senior unsecured long-term debt. In the event of split
ratings, the lower of such ratings shall apply; if only one of such two
agencies issues a rating, such rating shall apply."
(b) The definition of "Consolidated Cash Flow" in Section 1.1
of the Credit Agreement is hereby amended by (i) inserting, immediately
after the phrase "deducting in the calculation thereof" the letter
"(a)" and (ii) adding at the end thereof, immediately prior to the
period, the following:
",(b) non-cash charges taken on or prior to December 31, 2000 in
respect of a writedown of the equity investment of the Company in
Bridge Information Systems and (c) non-cash charges taken on or prior
to June 30, 2001 in respect of the Guarantee Obligations of the Company
in connection with the contract for data entered into between Telerate,
a Subsidiary of Bridge Information Systems, Cantor Xxxxxxxxxx
Securities and Market Data Corporation"
3. Amendment to Section 6.3. Section 6.3 of the Credit
Agreement is hereby amended by deleting such Section in its entirety
and substituting in lieu thereof the following:
"6.3. Maintenance of Ratio of Consolidated Total Indebtedness
to Annualized Consolidated Cash Flow. Permit the ratio of Consolidated
Total Indebtedness to Annualized Consolidated Cash Flow as at the last
day of any fiscal quarter of the Company to exceed 2.00 to 1.00."
4. Effectiveness. This First Amendment shall become effective
as of the date first above written upon receipt by the Administrative
Agent of duly executed counterparts of this First Amendment by each of
the Company and the Required Lenders.
5. Representations and Warranties. On and as the date hereof
and after giving effect to this First Amendment the Company hereby
confirms, reaffirms and restates the representations and warranties set
forth in the Credit Agreement mutatis mutandis, except to the
extent that such representations and warranties expressly relate to a
specific earlier date in which case the Company hereby confirms,
reaffirms and restates such representations and warranties as of such
earlier date.
6. Continuing Effect; No Other Amendments. Except as expressly amended
hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendment provided for
herein is limited to the specific section of the Credit Agreement
specified herein and narrowly construed and shall not constitute an
amendment of, or an indication of the Administrative Agent's or the
Lenders' willingness to amend, any other provisions of the Credit
Agreement.
7. Expenses. The Company agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses incurred
in connection with the preparation and delivery of this First
Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
8. Counterparts. This First Amendment may be executed by one or
more of the parties to this First Amendment on any number of separate
counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this First Amendment signed by the
parties hereto shall be delivered to the Company and the Administrative
Agent.
9. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective duly
authorized officers as of the date first above written.
DOW XXXXX & COMPANY, INC.
By: /s/ Xxxxxx X. XxXxxxx
---------------------------
Name: Xxxxxx X. XxXxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch,
as Documentation Agent and as a Lender
By: /s/ Pascal Kabemba
---------------------------
Name: Pascal Kabemba
Title: Associate Director
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
FLEET NATIONAL BANK,
as Syndication Agent and as a Lender
By: /s/ Xxx Xxxxxxxx
---------------------------
Name: Xxx Xxxxxxxx
Title: Director
BANCA DI ROMA
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx Xxxxx
Title: First Vice President
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BANK OF HAWAII
By: /s/ Xxxx Xxx
---------------------------
Name: Xxxx Xxx
Title: Vice President
DEUTSCHE BANK AG, New York Branch
and/or Cayman Islands Branch
By: /s/ Xxxxxxx X. XxXxxxx
---------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Director
By: /s/ Xxxxx Xxxxx
---------------------------
Name: Xxxxx Xxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: First Vice President
LLOYDS TSB BANK PLC
By: /s/ Windsor X. Xxxxxx
---------------------------
Name: Windsor X. Xxxxx
Title: Director, Corporate
Banking, U.S.A.
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Director
X000
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Creditor Portfolio Manager
