Exhibit 4(b)(2)
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT (the Amendment) dated as of September 1,
1994 among Crompton & Knowles Corporation, a Massachusetts
corporation (the Company), the financial institutions listed on
the signature pages hereto and Bankers Trust Company, as Agent
under the Credit Agreement referred to below. All capitalized
terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H :
WHEREAS, the Company, various lending institutions (the
Banks), and Bankers Trust Company, as Agent, are parties to a
Credit Agreement dated as of September 28, 1992 (the Credit
Agreement); and
WHEREAS, the parties hereto wish to further amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. The definition of Maturity Date in Section 1.1 of the
Credit Agreement is hereby amended by deleting the phrase
September 28, 1996" and inserting the phrase September 28,
1998" in lieu thereof.
2. Section 2.7(a) of the Credit Agreement is hereby
amended by deleting from line 6 thereof the phrase 5/16 of 1%
and inserting the phrase 0.15% in lieu thereof. Commitment
Fees shall be payable pursuant to Section 2.7(a) of the Credit
Agreement to but excluding the Amendment Effective Date at the
rate of 5/16 of 1% per annum and thereafter as set forth in he
preceding sentence.
3. Section 7.3 of the Credit Agreement is hereby amended
by deleting the same in its entirety and inserting the following
new Section 7.3:
7.3 INTENTIONALLY DELETED.
4. In order to induce the Banks to enter into this
Amendment, the Company hereby (I) makes each of the
representations, warranties and agreements contained in the
Credit Agreement and (ii) represents and warrants that there
exists no Default or Event of Default, in each case on the
Amendment Effective Date (as hereinafter defined), after giving
effect to this Amendment.
5. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement.
6. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
8. This Amendment shall become effective on the date (the
Amendment Effective Date) when (a) each of the parties hereto
shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Agent at its New
York Office and (b) the Company shall have delivered to the Agent
(I) an opinion of counsel in form and substance satisfactory to
the Agent and (ii) an officers certificate in form and substance
satisfactory to the Agent (which officers certificate shall in
any event have attached thereto a true and correct copy of
resolutions of the Board of Directors of the Company authorizing
the extension of the Maturity Date under the Credit Agreement, as
set forth herein).
9. From and after the Amendment Effective Date, all
references in the Credit Agreement and the Notes to the Credit
Agreement shall be deemed to be references to the Credit
Agreement as modified hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to be duly executed and delivered as of the date
first above written.
CROMPTON & KNOWLES CORPORATION
By Charles J. Marsden
Title: Vice President-Finance
By Peter Barna
Title: Treasurer
BANKERS TRUST COMPANY,
Individually and as Agent
By Virginia M. Sermier
Title: Managing Director
THE BANK OF NEW YORK
By Maria C. Mamilovich
Title: Vice President
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION
By Susan E. Scott
Title: Sr. Vice President
ABN AMRO BANK N.V.
NEW YORK BRANCH
By David A. Mandell
Title: Vice President
By David W. Stack
Title: Corporate Banking Officer
SHAWMUT BANK CONNECTICUT, N.A.
(Formerly CONNECTICUT NATIONAL
BANK)
By Robert Surdam, Jr.
Title: Director
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