CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES
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EXHIBIT 4(b)
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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
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FIRST AMENDMENT, dated as of March 31, 1994 (this "Amendment"),
to the Credit Agreement dated as of June 4, 1993, among CUMMINS
ENGINE COMPANY, INC., an Indiana corporation (the "Company"), the
banks and other financial institutions listed in Schedule I
thereto (the "Banks"), CHEMICAL BANK, a New York banking
corporation, as administrative agent for the Banks, and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a New York banking
corporation, as co-agent for the Banks (the "Credit Agreement").
W I T N E S S E T H:
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WHEREAS, the Company has requested, and upon this Amendment
becoming effective, the Banks have agreed, that certain
provisions of the Credit Agreement be amended to provide for the
resignation of Chemical Bank ("Chemical") as Administrative Agent
and the appointment of Morgan Guaranty Trust Company of New York
("Morgan") as successor Administrative Agent, in the manner
hereinafter set forth:
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the
Credit Agreement.
2. Resignation of Administrative Agent, etc. Pursuant to the
provisions of Article VIII of the Credit Agreement, effective
on the Effective Date (as hereinafter defined):
a) Chemical hereby resigns as Administrative Agent under the
Credit Agreement and hereby notifies Morgan, the Banks
and the Company thereof;
b) The Banks hereby appoint Morgan as successor
Administrative Agent under the Credit Agreement; and
c) Morgan hereby accepts such appointment as successor
Administrative Agent under the Credit Agreement.
3. Amendment of Credit Agreement. The Credit Agreement is
hereby amended, effective on the Effective Date, as follows:
a) All references in the Credit Agreement (including
Exhibits) to the Administrative Agent shall be deemed to
refer to Morgan in its capacity as successor
Administrative Agent;
b) All references in the Credit Agreement (including
Exhibits) to Chemical in the capacity of Administrative
Agent shall be deemed to be deleted;
c) All references to Morgan in the capacity of Co-Agent,
and to the term "Co-Agent", shall be deemed to be
deleted;
d) All references to the plural term "Agents" shall be
deemed to refer instead to the singular term
"Administrative Agent";
e) The first sentence of Article VIII of the Credit
Agreement shall be amended to give effect to the
provisions of Section 2 of this Amendment;
f) The last sentence of the first paragraph of Article VIII
shall be deemed to be deleted; and
g) Section 9.1 of the Credit Agreement ("Notices") is hereby
amended by deleting paragraphs (b), (c) and (d) thereof
and substituting in lieu thereof the following:
"(b) if to the Administrative Agent, to it at 60 Wall
Street, New York, New York 10260, Attention of Kit C.
Wong, Associate (Telecopy No. 212-648-5336); and
(c) if to a Bank, to it at its address (or telecopy
number) set forth in Schedule I."
4. Amendments to Promissory Notes. Each Competitive Note, dated
June 4, 1993, and each Standby Note, dated June 4, 1993, is
hereby amended, effective on the Effective Date, by deleting
the words "at the office of Chemical Bank (the
"Administrative Agent"), at 270 Park Avenue, New York, New
York 10017" and by substituting, in lieu thereof, the words
"at the office of Morgan Guaranty Trust Company of New York
(the "Administrative Agent"), at 60 Wall Street, New York,
New York 10260."
5. Conditions to Effectiveness. This Amendment shall become
effective on the date the Company, Chemical, Morgan and the
Required Banks shall have executed and delivered this
Amendment (the "Effective Date").
6. General.
a) No Other Amendment; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions
of the Credit Agreement and the Notes shall remain in
full force and effect.
b) Governing Law; Counterparts. (i) This Amendment and the
rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance
with, the laws of the State of New York. (ii) This
amendment may be executed by one or more of the parties
to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above
written.
CUMMINS ENGINE COMPANY, INC.
by: /s/ Robert L. Fealy
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Vice President - Treasurer
CHEMICAL BANK, in its capacities as a
Bank and as resigning Administrative
Agent
By: /s/ Rosemary Bradley
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Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, in its
capacities as a Bank, as successor
Administrative Agent and as former
Co-Agent.
By: /s/ Kit C. Wong
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Associate
THE CHASE MANHATTAN BANK, N.A.
By: /s/ George Hansen
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Vice President
CONTINENTAL BANK, N.A.
By: /s/ Mike Healy
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Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
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Senior Manager Loan Operations
THE NORTHERN TRUST COMPANY
By: /s/ W. Sullivan
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Vice President
THE BANK OF NEW YORK
By: /s/ Bruce C. Miller
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Vice President
NBD BANK, N.A.
By: /s/ William Sullivan
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Second Vice President
CITICORP USA, INC.
By: /s/ Robert G. Harrity
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Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ Patricia DelGrande
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Vice President