Exhibit 10.4
[EXECUTION COPY]
AMENDMENT NO. 3 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of November 10, 1999 to the Amended and Restated
Credit Agreement dated as of December 11, 1998 (as heretofore amended the
"CREDIT AGREEMENT") among POLAROID CORPORATION (the "COMPANY"), the LENDERS
party thereto (the "LENDERS"), XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent and Collateral Agent (the "AGENT"), and BANKBOSTON, N.A., a
Co-Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
include additional permissible Investments;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is (i) defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement
and (ii) defined in both the Credit Agreement and the Supplemental Indenture has
the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENT TO INVESTMENTS. Section 5.13 of the Credit
Agreement is amended by deleting the word "and" from subsection (b), relabeling
the current text of subsection (c) as subsection "(d)" (and changing the
reference in the last sentence thereof to "clause (d)") and inserting the
following new subsection (c) after subsection (b):
"(c) any Investment constituting all or any portion of the
consideration received by the Company or any
Subsidiary for the sale, transfer or other
disposition of the stock of a Designated Subsidiary
or any property or assets used in a Designated
Business (or
any other Investment received in exchange for any
such Investment); and"
SECTION 3. CONSENT BY GUARANTORS. By its signature below, each
Guarantor hereby consents to this Amendment, and acknowledges that this
Amendment shall not alter, release, discharge or otherwise affect any of its
obligations under the Credit Agreement or any Financing Document (as defined in
the Credit Agreement), and hereby ratifies and confirms all of the Financing
Documents (as so defined) to which it is a party.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date when the Agent shall have received from each of the
Borrower, each Guarantor and the Required Lenders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Agent) that such party has signed a counterpart hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
POLAROID CORPORATION
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Financial Officer
INNER CITY, INC.
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
POLAROID ASIA PACIFIC LIMITED
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
POLAROID CARRIBEAN
CORPORATION
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
POLAROID DIGITAL SOLUTIONS, INC.
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
POLAROID EYEWEAR, INC.
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
POLAROID ID SYSTEMS, INC.
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
POLAROID MALAYSIA LIMITED
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
PRD CAPITAL INC.
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ XXXXXX XXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Associate
ABN AMRO BANK N.V.
By: /s/ XXXXX XXXXXXX
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: AVP
By: /s/ XXXXX XXXXXXXXX
---------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Group Vice President
BANKBOSTON, N.A.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ XXXXX XXXXXXXX
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
FOOTHILL CAPITAL (L.A.)
By: _______________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By: /s/ XXXXXXXXX XXXXX
---------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
BANK ONE, NA
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as investment advisor
By: /s/ XXXXX X. PAGE
---------------------------------------
Name: Xxxxx X. Page
Title: Vice President
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ XXX X. XXXXXXXXX
---------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ XXXX X. XXXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK
By:
---------------------------------------
Name:
Title:
MELLON BANK, N.A.
By: /s/ R. XXXX XXXXXXXX
---------------------------------------
Name: R. Xxxx Xxxxxxxx
Title: Vice President
TEXTRON FINANCIAL CORPORATION
By: /s/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: AVP
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
KZH STERLING LLC
By: /s/ XXXXX XXXX
---------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent
By: /s/ XXXXXX XXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Associate
BANKBOSTON, N.A., as Co-Agent
By: /s/ XXXXX X. X'XXXXXXX
---------------------------------------
Name: Xxxxx X. X'Xxxxxxx
Title: Managing Director
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Collateral Agent
By: /s/ XXXXXX XXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Associate
