AMENDMENT NO. 3
DATED AS OF DECEMBER 30, 1997
TO CREDIT AGREEMENT
DATED AS OF JULY 19, 1996
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT ("AMENDMENT") is made as of
this 30th day of December, 1997 by and among VARLEN CORPORATION, (the
"BORROWER"), the financial institutions parties thereto as lenders (the
"LENDERS"), and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (the "AGENT")
under that certain Credit Agreement dated as of July 19, 1996 by and among the
Borrower, the Lenders and the Agent, as amended by Amendment No. 1 thereto
dated as of October 15, 1996 and Amendment No. 2 thereto dated as of January
17, 1997 (as so amended, the "CREDIT AGREEMENT"). Capitalized terms used
herein and not otherwise defined herein shall have the meaning given to them
in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrower, the Lenders and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement;
WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend
the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower, the Lenders and the Agent have agreed to the following
amendments to the Credit Agreement.
1. AMENDMENT TO CREDIT AGREEMENT. Effective as of December 30, 1997, and
subject to the satisfaction of the conditions precedent set forth in Section
2 below, the Credit Agreement is amended as follows:
1.1 SECTION 6.11(vi) of the Credit Agreement is hereby amended to delete
the terms thereof in their entirety and to substitute the following therefor:
(vi) INDEBTEDNESS OF THE BORROWER TO ANY SUBSIDIARY, OF ANY SUBSIDIARY
TO THE BORROWER OR OF ANY SUBSIDIARY TO ANY OTHER SUBSIDIARY,
PROVIDED, HOWEVER, THAT
ONLY THE BORROWER AND THE BORROWER'S DIRECT AND INDIRECT
WHOLLY-OWNED FOREIGN SUBSIDIARIES MAY LEND TO FOREIGN SUBSIDIARIES.
1.2 SECTION 6.16(a)(iii) of the Credit Agreement is hereby amended to
delete the terms thereof in its entirety and to substitute the following
therefor:
(iii) INVESTMENTS IN SUBSIDIARIES AND NON-SUBSIDIARY AFFILIATES MADE
AFTER THE DATE HEREOF; PROVIDED, HOWEVER, THAT (x) ONLY THE
BORROWER AND ITS DIRECT AND INDIRECT WHOLLY-OWNED FOREIGN
SUBSIDIARIES MAY MAKE LOANS OR ADVANCES TO FOREIGN SUBSIDIARIES AND
TO FOREIGN NON-SUBSIDIARY AFFILIATES AND (y) ANY LOANS OR ADVANCES
TO ANY DOMESTIC NON-SUBSIDIARY AFFILIATES MUST BE EVIDENCED BY
PROMISSORY NOTES WHICH ARE PLEDGED TO THE AGENT, FOR THE BENEFIT OF
THE LENDERS, PURSUANT TO A PLEDGE AGREEMENT SATISFACTORY IN FORM
AND SUBSTANCE TO THE AGENT.
2. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective unless (a) this Amendment shall have been executed by the Borrower,
the Agent and the Required Lenders on or before December 30, 1997 and (b) the
Agent shall have received an executed copy of the reaffirmation executed on
behalf of each of the Guarantors in the form attached hereto as EXHIBIT A.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Credit Agreement as previously executed as
amended hereby, constitute legal, valid and binding obligations of the
Borrower, enforceable against it in accordance with their terms (except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditor's rights generally).
(b) Upon the effectiveness of this Amendment, the Borrower hereby
reaffirms all covenants, representations and warranties made in the Credit
Agreement and the other Loan Documents to the extent the same are not amended
hereby, agrees that all such covenants, representations and warranties shall
be deemed to have been remade as of the effective date of this Amendment.
(c) There exists no Default or Unmatured Default.
4. REFERENCE TO THE EFFECT ON THE CREDIT AGREEMENT; SUBSTITUTION OF
NOTES.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement to "this Credit Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
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(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Agent or the Lenders, nor constitute a waiver of any
provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
6. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart. This Agreement shall be effective when it has been executed by
the Borrower, the Agent and each of the Lenders and each such party has
notified the Agent by facsimile or telephone that it has taken such action.
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Executed as of this 30th day of December, 1997
BEECHEAD ASSOCIATES INCORPORATED
CHROME CRANKSHAFT CO.
CHROME CRANKSHAFT COMPANY OF ILLINOIS
CHROME LOCOMOTIVE, INC.
CONSOLIDATED METCO, INC.
FEMC, INC.
KEYSTONE INDUSTRIES, INC.
KEYSTONE RAILWAY EQUIPEMENT COMPANY
MEANS INDUSTRIES, INC.
VARLEN INSTRUMENTS INC. (formerly known as
Precision Scientific Inc.)
PRIME MANUFACTURING CORPORATION
S-G DIESEL POWER, INC.
SAPULPA TANK COMPANY
SCW CORPORATION
SPECIAL METAL RINGS CORP.
UNIT RAIL ANCHOR COMPANY, INC.
WEBCO TANK, INCORPORATED
BRENCO HOLDINGS, INC.
BRENCO, INCORPORATED
FULL STEAM AHEAD REBUILDING, INC.
QUALITY BEARING SERVICE OF KENTUCKY, INC.
QUALITY BEARING SERVICE OF MISSOURI, INC.
QUALITY BEARING SERVICE OF NEVADA, INC.
SEALTECH, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Attorney-in-fact
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
VARLEN CORPORATION,
AS THE BORROWER
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Print Name: Xxxxxxx X. Xxxxxxxxx
---------------------------------
Title: V.P.
---------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
INDIVIDUALLY AND AS AGENT
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
XXXXXX TRUST AND SAVINGS BANK
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
VARLEN CORPORATION,
AS THE BORROWER
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
INDIVIDUALLY AND AS AGENT
By: /s/ Xxxxxx X.Xxxxxxx
----------------------------------------
Print Name: Xxxxxx X.Xxxxxxx
---------------------------------
Title: Vice President
---------------------------------------
XXXXXX TRUST AND SAVINGS BANK
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
VARLEN CORPORATION,
AS THE BORROWER
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
INDIVIDUALLY AND AS AGENT
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx X. XxXxxxxxx
----------------------------------------
Print Name: Xxxxxxx X. XxXxxxxxx
---------------------------------
Title: Vice President
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NATIONSBANK N.A.
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Print Name: XXXX X. XXXXXXXX
---------------------------------
Title: VICE PRESIDENT
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ABN AMRO BANK N.V., CHICAGO BRANCH
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
NATIONSBANK N.A.
By:
----------------------------------------
Print Name:
---------------------------------
Title:
---------------------------------------
ABN AMRO BANK N.V., CHICAGO BRANCH
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Print Name: Xxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
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By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Print Name: Xxxxxx X. Xxxx
---------------------------------
Title: Vice President
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