EXHIBIT 10.75
FIRST AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
XXXXXX CORPORATION ("Xxxxxx"), a Delaware corporation, its wholly-owned
subsidiary XXXXXX MANUFACTURING CORPORATION ("BMC"), a Delaware corporation,
each with a principal place of business at 000 Xxxxxxxxx Xxxx, X.X. Xxx 000,
Xxxxxxxx, Xxx Xxxxxxxxx 00000, its wholly-owned subsidiary XXXXXX TRANSPORTATION
PRODUCTS, INC. ("BTP"), a Delaware corporation, with its principal place of
business at 000 Xxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BAYBANK, a Massachusetts
trust company, with its principal place of business at 0 Xxx Xxxxxxx Xxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, (the "Bank") hereby agree to amend that
certain Amended and Restated Credit Agreement dated as of July 29, 1994 among
Xxxxxx, BMC, BTP and the Bank (the "Credit Agreement").
Xxxxxx, BMC, BTP and the Bank agree that Section 1.7 of the Credit
Agreement is hereby deleted and the following is substituted therefor:
1.7 Interest on Term Notes and the Revolving Credit; Pricing Options.
The Borrower shall pay interest on the unpaid principal amount of each Note at
the following rates per annum, as selected by the Borrowers, as provided below:
(a) Interest on the 1988 Term Note.
Amounts outstanding under the 1988 Term Note shall
bear interest at the annual rate of interest announced by the Bank from
time to time as its "prime rate" (the "Prime Rate") plus 0.5%, interest
payable monthly in arrears.
(b) Interest on the 1994 Term Note.
(1) Prime Rate Advance. Loans or advances based on
the Bank's Prime Rate ("Prime Rate Advances"), shall bear interest at
the Prime Rate plus 0.5% payable monthly in arrears.
(2) Eurodollar Advances. Loans or advances based on
the London interbank offered rate (or "LIBOR" as defined below; each
such loan referred to herein as a "Eurodollar Advance"), at the
Eurodollar Rate plus 2.50%, payable at the end of each Interest Period
except in the case of an Interest Period of more than three months in
which case interest shall be payable on the 90th day following the
Advance. The "Eurodollar Rate" shall mean the rate per annum equal to
the quotient of (a) LIBOR divided by (b) a number equal to 1.0 minus
the rate (expressed as a decimal) of the reserve requirements current
on the day that is two Banking Days prior to the beginning of the
applicable Interest Period (including without limitation, basic,
supplemental, marginal and emergency reissues) under any regulation
promulgated by the Board of Governors of the Federal Reserve System (or
any other governmental authority having jurisdiction over the Bank) as
in effect from time to time dealing with reserve requirements
prescribed for eurocurrency funding including any reserve requirements
with respect to "eurocurrency liabilities" under Regulation D of the
Board of Directors of the Federal Reserve System. "Banking Day" shall
mean any day on which commercial banks are not authorized or required
to close in Boston and, if such day relates to a borrowing of, a
payment or prepayment of principal or interest on a Eurodollar Advance
or a notice by the Borrower with respect to any such borrowing,
payment, prepayment, a day which is also a day on which dealings in
Dollar deposits are carried out in the London interbank market.
"Interest Period" shall mean such period commencing on the date such
Eurodollar Advance is made and ending, in the case of Eurodollar
Advances under the 1994 Term Note, on the third or sixth monthly
anniversary of such date and in the case of Eurodollar Advances under
the Revolving Credit on the first, second or third monthly anniversary
of such date, as selected by the Borrower. "LIBOR" shall mean for a
subject Interest Period, the rate of interest, at approximately 11:00
a.m. Burlington, Massachusetts time, two Banking Days prior to the
first day of such Interest Period, as being the rate at which deposits
in Dollars are offered to the Bank by first-class banks on the London
interbank market for deposits for such Interest Period in amounts
comparable to the then aggregate principal amount of the requested
Eurodollar Advance.
(c) Interests on the Revolving Credit.
(1) Prime Rate Advances. Prime Rate Advances under
the Revolving Credit shall bear interest at the Prime Rate.
(2) Eurodollar Advances. Eurodollar advances shall
bear interest at the Eurodollar Rate plus 2.00% payable at the end of
each Interest Period, which shall be one, two or three months as
selected by the Borrower.
IN WITNESS WHEREOF, the parties have caused this amendment to be
executed by their duly authorized representatives to take effect as of September
20, 1994.
BAYBANK XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxx, V.P. By: /s/ Xxxxxxx X. Xxxxxxx
XXXXXX MANUFACTURING
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
XXXXXX TRANSPORTATION
PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
