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EXHIBIT 4
CONFORMED COPY
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of October 18, 1996 among XXXXXX INDUSTRIES, INC.
(the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks"),
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent") and XXXXX
FARGO BANK, N.A., as Co-Agent (the "Co-Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into an Amended and
Restated Credit Agreement dated as of December 22, 1994 (as heretofore amended,
the "Agreement") and desire to amend the Agreement as set forth herein;
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. Amendments of Leverage Ratio Covenant and Related
Definitions. (a) The definition of "Leverage Ratio" contained in Section 1.01
of the Agreement is amended to read in full as follows:
"Leverage Ratio" means, at any date, the ratio of Total Borrowed Funds
at such date to Consolidated EBITDA for the period of the four fiscal
quarters most recently ended on or prior to such date.
(b) The following definition of "Consolidated EBITDA" is hereby added
to Section 1.01 of the Agreement immediately after the definition of
"Consolidated EBIT" and before the definition of "Consolidated Interest
Expense":
"Consolidated EBITDA" means, for any period, the Consolidated Net
Income of the Borrower and its Consolidated Subsidiaries for such period
before cumulative effect of accounting changes, provision for income tax,
interest expense and depreciation and amortization expense.
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(c) Section 1.01 of the Agreement is further amended by deleting
therefrom the definition of "Consolidated Net Worth".
(d) Section 5.05 of the Agreement is amended to read in full as
follows:
SECTION 5.05. Leverage Ratio. The Leverage Ratio will at no
time exceed 250%.
SECTION 3. Representations and Warranties. The Borrower hereby
represents and warrants that as of the date hereof and after giving effect
hereto:
(a) no Default under the Agreement has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement is true and correct as though made on and as of this date.
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; Conditions to Effectiveness. 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. 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 the Required 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).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President & Treasurer
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Bank and Agent
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxxxxx
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Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
UNION BANK OF SWITZERLAND
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Title: Managing Director
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Title: Assistant Vice President
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XXXXX FARGO BANK, N.A.,
as Bank and Co-Agent
By: /s/ Xxxxxx X. Xxx
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Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Maarten Van Otterloo
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Title: Senior Relationship
Manager
CIBC INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Agent
CREDIT SUISSE
By: /s/ Xxxxxxx X. Xxxxx
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Title: Member of Senior Management
By: /s/ Xxxxxxx X. Xxxx
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Title: Associate
DRESDNER BANK AG, NEW YORK, BRANCH
AND GRAND CAYMAN BRANCH
By: /s/ Xxxx X. Xxxxxxx
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Title: Assistant Vice President
Credit Administration
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President
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MELLON BANK, N.A.
By: /s/ Xxxxxxx X. Xxxx
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Title: First Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxx X. Xxxx
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Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxx X. Xxxxxxxx
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Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx
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Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxxx Xxxxxx
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Title: Vice President
BANK OF HAWAII
By: /s/ Xxxxx XxXxxxxx
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Title: Assistant Vice President