AMENDMENT NO. 1
Amendment No. 1 dated as of June 1, 1997 (this "Amendment") between
MELLON LEASING CORPORATION, a Pennsylvania corporation and formerly Mellon
Financial Services Corporation #3, as Lessor ("Lessor"), and ESSEX GROUP,
INC., a Michigan corporation, as Lessee ("Lessee"), to the AGREEMENT AND
LEASE dated as of April 12, 1995 (the "Agreement"), between Lessor and
Lessee;
WITNESSETH THAT:
WHEREAS, Lessee has requested that Lessor agree to amend the
Agreement is hereinafter provided;
WHEREAS, Lessor is willing so to amend the Agreement upon and
subject to the terms and conditions hereinafter provided;
WHEREAS, unless otherwise defined herein or unless the context
otherwise requires, terms defined in the Agreement shall have the meanings
therein set forth;
NOW, THEREFORE, the parties hereto, in consideration of the premises
and their mutual covenants hereinafter set forth and intending to be
legally bound, hereby agree as follows:
1. Amendments. Section (b)(iv) of Annex 1 to the Lease Schedule
is hereby amended in its entirety to read in its entirety as set forth
below:
Applicable Margins.
The Applicable Margin for each interest rate Option for any day
shall mean the percentage set forth below opposite the relevant Level:
Level Euro-Rate Option Base Rate Option
I 3/4% 3/8%
II 7/8% 3/8%
III 1% 3/8%
IV 1 1/8% 3/8%
V 1 1/2% 1/2%
VI 1 7/8% 7/8%
As used herein, "Level" shall mean, as of any date of determination,
the level set forth below then in effect, as determined in accordance with
the following provisions:
Level Leverage Ratio
I Less than or equal to 2.0 to 1.0
II Less than or equal to 2.5 to 1.0
but greater than 2.0 to 1.0
III Less than or equal to 3.0 to 1.0
but greater than 2.5 to 1.0
IV Less than or equal to 3.5 to 1.0
but greater than 3.0 to 1.0
V Less than or equal to 4.0 to 1.0
but greater than 3.5 to 1.0
VI Greater than 4.0 to 1.0
For the purposes of this definition, the Level shall be determined as at
the end of each of the first three quarterly periods of each fiscal year
of Holdings and as at the end of each fiscal year of Holdings, for the
period (a "Level Test Period") of four consecutive fiscal quarters ending
on the last day of such quarterly period of fiscal year, as the case may
be, based on the relevant financial statements delivered pursuant to
Section 7.1; changes in the Level shall become effective on the date on
which such financial statements are delivered to Lessor (but in any event
not later than the 50th day after the end of each of the first three
quarterly periods of each fiscal year or the 105th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the
next change to be effected pursuant to this definition, provided, that, if
any financial statements referred to above are not delivered within the
time periods specified above, then, until such financial statements are
delivered, the Level as at the end of the fiscal period that would have
been covered thereby shall be deemed to be Level VI.
2. Representations and Warranties. Lessee hereby represents and
warrants to Lessor that the representations and warranties of Lessee set
forth in Section 5.2 of the Agreement and true and correct on and as of
the date hereof except that for purposes of this Section 2, each reference
in Section 5.2 to "this Agreement" shall mean the Agreement as amended by
this Amendment, each such reference to "December 31, 1993" shall mean
"December 31, 1995", each such reference to "December 31, 1994" shall mean
"December 31, 1996" and each such reference to "Closing Date" shall mean
"Amendment Closing Date" as hereinafter defined.
3. Conditions Precedent. This Amendment shall be effective as of
June 1, 1997 upon satisfaction of the following conditions (the dates upon
which such conditions are satisfied being herein called the "Amendment
Closing Date"):
a. Delivery by Lessee to Lessor of a certificate of a
Responsible Officer to the effect that (i) the representations and
warranties of Lessee set forth in Section 2 hereof are true and correct on
and as of the Amendment Closing Date as though made on such Date and (ii)
on such Date no Event of Default or Unmatured Default has occurred and is
continuing; and
b. Delivery by Lessee to Lessor of an opinion of counsel to
Lessee as to the matters set forth in Sections 5.2(a) (as to Lessee and
Michigan and Indiana only), 5.2(b) (second sentence only) and 5.2(c) of
the Agreement as restated in Section 2 hereof.
4. Miscellaneous. The parties hereto hereby confirm that the
Agreement, as amended hereby, does and shall remain in full force and
effect.
WITNESS the date execution hereof as of the day and year first above
written.
MELLON LEASING CORPORATION,
Lessor
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By /s/ Michael R. Langrecker
Title: Vice President
ESSEX GROUP, INC., Lessee
By /s/ David A. Owen
Title: Executive Vice President, CFO
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