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Exhibit (4)(c)
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of November 30, 1995 among SUNDSTRAND CORPORATION (the
"Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of January 28, 1993 (as amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify the
rates of interest and fees payable thereunder, to extend the term thereof and
to modify the covenants therein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the 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 Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of the Agreement. The Agreement is amended as
follows:
(a) The schedule appearing in the definition of "Leverage Margin" in
Section 1.01 is changed to read as follows:
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"Leverage Ratio Leverage Margin
---------------------- ---------------
Less than 0.475 0
0.475 or More but Less
Than 0.525 0.10%
0.525 or More 0.25%"
(b) The date "January 28, 1998" appearing in the definition of
"Termination Date" in Section 1.01 is changed to "November 30, 1998".
(c) The schedule appearing in the definition of Commitment Fee Rate
in Section 1.01 is changed to read as follows:
"Leverage Ratio Commitment Fee Rate
---------------------- -------------------
Less than 0.475 0
0.475 or More but Less
Than 0.525 0.025%
0.525 or More 0.0625%"
(d) The figure "0.40%" appearing in the definition of "CD Margin" in
Section 2.07(b) is changed to "0.35%".
(e) The figure "327.3(e)" appearing in the definition of "Assessment
Rate" in Section 2.07(b) is changed to "327.4(a)".
(f) The figure "0.275% appearing in the definition of "Euro-Dollar
Margin" in Section 2.07(c) is changed to "0.225%".
(g) The figures "0.125%", "0.55" and "0.20%" appearing in the first
sentence of Section 2.08(b) are changed to "0.10%", "0.475" and "0.125%",
respectively.
(h) The figure "0.58" in Section 5.08 is changed to "0.53".
(i) Section 5.09 is amended to read in its entirety as follows:
"SECTION 5.09. [Reserved]"
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall
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be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Amendment shall become effective as of the
date hereof when the Agent shall have received duly executed counterparts
hereof signed by the Borrower and each of the Banks (or, in the case of any
party as to which an executed counterpart shall not have been received, the
Agent shall have received telegraphic, telex or other written confirmation from
such party of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SUNDSTRAND CORPORATION
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President and
Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Xxxxxxxx XxxXxxxxx
---------------------------------
Title: Managing Director
M&I XXXXXXXX & ILSLEY BANK
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
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MELLON BANK, N.S.
By /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. Xxxxx
---------------------------------
Title: Senior Manager
Loan Operations
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Title: Authorized Agent
UNION BANK OF SWITZERLAND
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
Corporate Banking
By /s/ Xxxxxx X. Xxxxx III
---------------------------------
Title: Managing Director
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President
