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AMENDMENT NO. 3
Dated as of September 26, 1997
to
RESTATED AND AMENDED CREDIT AGREEMENT
Dated as of May 27, 1996
This Amendment No. 3 ("Amendment") dated as of September 26, 1997
is entered into between RHI Holdings, Inc., a Delaware
corporation ("RHI") and Citicorp North America, Inc., as the sole
"Senior Lender" (as defined in the Credit Agreement identified
below) of RHI. Capitalized terms used herein without definition
are used herein as defined in the Credit Agreement.
PRELIMINARY STATEMENT:
RHI, Citicorp North America, Inc., as Senior Lender, and the
Administrative Agent are parties to that certain Restated and
Amended Credit Agreement dated as of May 27, 1996, as heretofore
amended (the "Credit Agreement").
RHI has entered into a certain Second Amended and Restated Credit
Agreement dated as of July 18, 1997 (the "FHC Credit Agreement)
in the capacity as a guarantor of the obligations thereunder of
Fairchild Holding Corp., a Delaware corporation and wholly-owned
subsidiary of RHI.
The parties to the Credit Agreement are desirous of conforming
certain provisions of the Credit Agreement to certain terms of
the FHC Credit Agreement as they pertain to RHI.
Subject to the terms and conditions stated herein, RHI and the
sole Senior Lender of RHI have agreed to amend the Credit
Agreement as set forth in Section 1.
SECTION 1. Amendment to the Credit Agreement. Effective as of
July 18, 1997, subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, the Credit Agreement is
hereby amended to:
1.1 Delete the definition of "Tax Allocation Agreement" in its
entirety and substitute the following therefor:
"Tax Allocation Agreement" means that certain Eleventh Amended
and Restated Tax Allocation Agreement dated as of July 18, 1997
among TFC, the Borrower, Fairchild Holding Corp. and certain
Affiliates thereof, as in effect on July 18, 1997.
1.2 Delete the provisions of Section 9.04(c) in their entirety.
1.3 Amend the provisions of Section 9.07(b) to delete the
provisions thereof in their entirety and substitute the following
therefor:
(b) Concurrently with the annual delivery to the independent
accountants of the Borrower of a letter relating to financial
exposure of the Borrower and its Subsidiaries with respect to
Environmental Liabilities and Costs substantially in the form of
that letter dated August 28, 1996 addressed to Arthur Andersen &
Co., a copy of which has been delivered to the Administrative
Agent prior to July 18, 1997, the Borrower shall deliver a like
letter addressed to the Administrative Agent; provided, however,
that in the event no such letter is provided to the independent
accountants of the Borrower with respect to any given Fiscal
Year, such letter shall be prepared with respect to such Fiscal
Year and delivered to the Administrative Agent on October 31 of
the calendar year in which such Fiscal Year ends.
1.4 Delete the provisions of Section 9.13 in their entirety.
1.5 Delete the provisions of Section 11.14 in their entirety.
1.6 Delete the provisions of Section 11.21 in their entirety.
1.7 Delete the provisions of Section 14.01(r) in their entirety.
SECTION 2. Condition Precedent to Effectiveness of this
Amendment. This Amendment shall become effective as of July 18,
1997 if, and only if, the Administrative Agent shall have
received on or before September 26, 1997, an original copy of
this Amendment executed by RHI and the sole Senior Lender.
SECTION 3. Representations and Warranties. RHI hereby
represents and warrants as follows:
3.1 This Amendment and the Credit Agreement as previously
executed and amended and as amended hereby constitute legal,
valid and binding obligations of RHI and are enforceable against
RHI in accordance with their terms.
3.2 No Event of Default or Potential Event of Default exists or
would result from any of the transactions contemplated by this
Amendment.
3.3 Upon the effectiveness of this Amendment and as of the date
hereof, RHI hereby reaffirms all covenants, representations and
warranties made by it in the Credit Agreement to the extent the
same are not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been
remade as of the date this Amendment becomes effective (unless a
representation and warranty is stated to be given on and as of a
specific date, in which case such representation and warranty
shall be true, correct and complete as of such date).
SECTION 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, and each reference to
the Credit Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Credit
Agreement shall mean and be a reference to the Credit Agreement
as amended hereby.
4.2 Except as specifically amended above, the Credit Agreement
and all other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
4.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of
any Senior Lender or Agent or the Administrative Agent under the
Credit Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision contained therein, except as
specifically set forth herein.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart of this Amendment by
telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New
York.
SECTION 7. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly
authorized as of the date first above written.
RHI HOLDINGS, INC. CITICORP NORTH AMERICA, INC.
By: Karen L. Schneckenburger By: Timothy L. Freeman
Vice President & Treasurer Vice President
457582.296344.01 November 10, 1997