AMENDMENT NO. 4
to
CREDIT AGREEMENT
Dated as of December 21, 1992
THIS AMENDMENT NO. 4 ("Amendment") is entered into as of March
21, 1997 by and among Xxxxxxxx & Xxxxx, Inc., a Wisconsin corporation,
Xxxxxxxx & Xxxxx, Ltd., a corporation formed under the laws of the United
Kingdom, Xxxxxxxx & Xxxxx GmbH, a corporation formed under the laws of the
Republic of Germany, and the institutions identified on the signature
pages hereof as Agent and Lenders which are signatories hereto.
Capitalized terms used herein but not defined herein shall have the
meanings provided in the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the U.S. Borrower, the Multicurrency Borrowers, and the
Lenders are parties to that certain Credit Agreement dated as of December
21, 1992, as heretofore amended (together with the Exhibits and Schedules
thereto, the "Credit Agreement"), pursuant to which the Lenders have
agreed to provide certain financial accommodations to the U.S. Borrower
and Multicurrency Borrowers;
WHEREAS, the U.S. Borrower has requested an amendment to Section
5.02(c)(iii) of the Credit Agreement for the remainder of the term of the
Credit Agreement with respect to its ability to purchase or redeem Capital
Stock of the U.S. Borrower;
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 parties hereto hereby agree as follows:
1. Amendment to Credit Agreement. Effective as of March 21,
1997, upon satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement is hereby amended to delete the provisions of
Section 5.02(c)(iii) thereof in their entirety and substitute the
following therefor:
(iii) declare dividends payable to holders of Capital Stock of the
U.S. Borrower or purchase or redeem Capital Stock of the U.S.
Borrower; provided that the aggregate amount of such dividends,
purchases and redemptions from and after March 21, 1997 shall not
exceed $65,000,000;
2. Conditions to Effectiveness. This Amendment shall become
effective as of March 21, 1997 upon receipt by the Agent, by no later than
March 21, 1997, of executed counterparts of this Amendment signed on
behalf of the U.S. Borrower, the Multicurrency Borrowers, and Lenders
constituting at least the Majority Lenders.
3. Representations, Warranties and Covenants.
3.1 The U.S. Borrower hereby represents and warrants that this
Amendment and the Credit Agreement, as amended hereby, constitute the
legal, valid and binding obligations of the U.S. Borrower and the
Multicurrency Borrowers and are enforceable against the U.S. Borrower and
Multicurrency Borrowers in accordance with their terms.
3.2 The U.S. Borrower hereby represents and warrants that,
before and after giving effect to this Amendment, no Event of Default or
Potential Event of Default has occurred and is continuing unwaived.
3.3 The U.S. Borrower and each Multicurrency Borrower hereby
reaffirms all agreements, covenants, representations and warranties made
in the Credit Agreement, to the extent the same are not amended hereby,
and made in the other Loan Documents to which it is a party; and agrees
that all such agreements, covenants, representations and warranties shall
be deemed to have been remade as of the effective date of this Amendment.
To the extent the Credit Agreement is amended hereby to modify or add
agreements, covenants and/or representations and warranties, such
agreements, covenants and/or representations and warranties are made as of
the date on which this Amendment becomes effective with respect thereto.
4. Reference to and Effect on the Credit Agreement.
4.1 Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby.
4.2 Except as specifically amended above, the Credit Agreement
shall remain in full force and effect, and is hereby ratified and
confirmed.
4.3 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 Lenders, or
constitute a waiver of any provision of any of the Loan Documents.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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 by one or more
of the parties hereto on any number of separate counterparts, each of
which shall be deemed an original and all of which, taken together, shall
be deemed to constitute one and the same instrument. Delivery of an
executed counterpart of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
IN WITNESS WHEREOF, this Amendment has been duly executed as of
the day and year first above written.
XXXXXXXX & XXXXX, INC.
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Treasurer
XXXXXXXX & XXXXX GmbH
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Treasurer
XXXXXXXX & XXXXX, LTD.
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Treasurer
CITIBANK, N.A., as Agent and
Lender
By /s/ Xxxxxxx X. Xxx
Name: Xxxxxxx X. Xxx
Title: Attorney-in-Fact
FIRSTAR BANK MILWUAKEE, N.A.
By /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ A. S. Xxxxxxxxxx
Name: A. S. Xxxxxxxxxx
Title: Sr. Team Leader-Loan
Operations
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
COMMERZBANK AKTIENGESELLSCHAFT GRAND CAYMAN
BRANCH
By /s Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Assistant Treasurer
By /s/ Xx. Xxxxxx X. Xxxxxxx
Name: Xx. Xxxxxx X. Xxxxxxx
Title: Executive Vice President
FIRST BANK NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Officer
