EXHIBIT 10.17
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First Amendment to Credit Agreement dated September 1, 1995 by and among Xxxx
Industries, Inc., as Borrower, the Lenders party thereto from time to time, the
Issuing Bank referred to therein, and Mellon Bank, N.A., as agent.
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of September 1, 1995, by and among XXXX INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), the Lenders party to the Credit Agreement described below, the
Issuing Bank referred to in the Credit Agreement described below and MELLON
BANK, N.A., a national banking association, as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent").
RECITALS:
A. The Borrower, the Lenders, the Issuing Bank and the Agent are
parties to that certain Credit Agreement dated as of July 26, 1995 (the "Credit
Agreement").
B. The parties desire to make certain amendments to the Credit
Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, the parties
hereto agree as follows:
Section 1. Certain Definitions. In addition to words and terms
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defined elsewhere in this Amendment, capitalized terms used in this Amendment
and not otherwise defined herein have the meaning set forth in the Credit
Agreement.
Section 2. Amendments to Credit Agreement. The Credit Agreement is
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hereby amended in the following respects:
(a) Definitions. Section 1.01 of the Credit Agreement is hereby
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amended by adding the following definition after the definition of "Commitment
Percentage":
"'Consolidated Capitalization' at any time shall mean Consolidated Net Worth at
such time plus Consolidated Funded Debt (Net) at such time."
(b) Section 7.01(a). Section 7.01(a) is hereby amended to read in
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its entirety as follows:
"(a) Ratio of Consolidated Funded Debt (Net) to Consolidated
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Capitalization. As of the last day of each fiscal quarter of each
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Fiscal Year, the ratio of Consolidated Funded Debt (Net) as of the end
of such fiscal quarter to Consolidated Capitalization as of the end of
such fiscal quarter shall be not more than 0.49 to 1.00."
Section 3. Representations and Warranties of the Borrower. The
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Borrower hereby represents and warrants to the Agent and each Lender as follows:
(a) Power and Authorization. The Borrower has full power and
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authority to execute, deliver, and perform its obligations under and
take all actions contemplated to be performed by it under, this
Amendment and all such action has been duly and validly authorized by
all necessary corporate proceedings on its part.
(b) Execution and Binding Effect. This Amendment has been
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duly and validly executed and delivered by the Borrower. This
Amendment constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its
terms, except as the enforceability hereof may be limited by
bankruptcy, insolvency or other similar laws or general application
affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
Section 4. Miscellaneous.
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(a) Except as amended hereby, the provisions of the Credit Agreement
are hereby ratified and confirmed in all respects by the parties hereto and
shall remain in full force and effect as between such parties.
(b) This Amendment shall be deemed to be a contract under the laws of
the Commonwealth of Pennsylvania and for all purposes shall be construed in
accordance with and governed by the laws of such Commonwealth, without regard to
conflicts of law principles.
(c) This Amendment may be executed in as many counterparts as may be
deemed necessary and convenient and by the separate parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed to
constitute an original, but all such separate counterparts shall constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto by their officers hereunto duly
authorized have executed this Amendment as of the date and year first written
above.
XXXX INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxxxxx
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Title: Treasurer
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MELLON BANK, N.A., individually
and as Agent
By: /s/ Xxxx Xxxxxxx
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Title: AVP
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BRANCH BANKING AND TRUST
COMPANY
By: /s/ Xxxx Xxxxxx
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Title: S.V.P.
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THE CHASE MANHATTAN BANK, N.A.
By: /s/ Xxxx Xxxxx
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Title: VP
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CHEMICAL BANK
By: /s/ Xxxxxx X. XxXxxxx
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Title: Vice President
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