EXHIBIT 4 6.(a)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Amendment No. 1 (the "Amendment") is dated as of January 11, 1993, among
CBI Industries, Inc., a Delaware corporation (the "Company"), each Specified
Subsidiary that becomes a party to the Credit Agreement pursuant to Section
1.4, the financial institutions listed on the signature pages of this
Amendment under the heading "Banks" (such financial institutions, and any
successor financial institution that becomes a party to the Credit Agreement
(as hereinafter defined) pursuant to Section 4.16 or 10.7 of the Credit
Agreement, hereinafter referred to as the "Banks"), and Ibis Investments,
Inc., as bid advance agent under the Credit Agreement (such bid advance agent
and any successor bid advance agent appointed pursuant to Section 9.8 of the
Credit Agreement shall be hereinafter referred to as the "Bid Advance Agent").
W I T N E S S E T H
WHEREAS, the parties to this Amendment entered into that certain Credit
Agreement dated as of December 4, 1992 (the "Credit Agreement");
WHEREAS, the Company has requested that the Subsidiary Guaranty be
cancelled and the requirement for the Subsidiary Guaranty provided under
Section 7.18 of the Credit Agreement be deleted because, due to restrictions
on subsidiary guarantees contained in other agreements of the Company, the
Company may not borrow more than a limited amount from the Banks under the
Credit Agreement;
WHEREAS, the Banks desire that the Company be able to borrow from the
Banks up to the full amount permitted under the Credit Agreement; and
WHEREAS, all of the Banks and the Bid Advance Agent have consented to an
amendment to accomplish the above request.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Unless otherwise specified herein, capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the
Credit Agreement.
2. That each of the Subsidiaries which have executed the Subsidiary
Guaranty is released from all liabilities and obligations under the
Subsidiary Guaranty and the Subsidiary Guaranty is cancelled and null
and void as of the date of this Amendment.
3. The Credit Agreement is amended by deleting the following:
a. the definition of Subsidiary Guaranty from Section 1.1,
b. Section 5.5,
c. Section 7.18,
d. Section 8.1(k),
e. Exhibit 5.5, and
f. Exhibit 7.18.
4. The Credit Agreement is amended by adding Section 7.19 which reads in
its entirety as follows:
7.19 Dividend Restrictions. The Company will not permit
any U.S. Restricted Subsidiary to enter into, or be a party to,
any agreement which limits or restricts the amount of dividends
such U.S. Restricted Subsidiary can pay to the Company or another
Subsidiary of the Company.
5. Section 10.1 is amended by deleting Section 10.1(vii) and renumbering
Section 10.1(viii) as Section 10.1(vii).
6. Except as amended herein, all other terms of the Credit Agreement shall
remain in full force and effect and are hereby ratified and confirmed as
so amended.
7. This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.
8. This Amendment shall be governed by, and construed in accordance with,
the internal laws (as distinguished from the conflicts of laws rules) of
the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first written above.
CBI INDUSTRIES, INC.
By: /S/ Buel T. Adams
____________________________________
Buel T. Adams
Vice President and Treasurer
IBIS INVESTMENTS, INC.
By: /S/ Buel T. Adams
____________________________________
Buel T. Adams
Vice President and Treasurer
BANKS:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By: /S/ Daniel J. Boote
____________________________________
Daniel J. Boote
Vice President
By: /S/ M. Kathleen McVay
____________________________________
M. Kathleen McVay
Vice President
CONTINENTAL BANK N.A.
By: /S/ G. William Marquardt
____________________________________
G. William Marquardt
Senior Vice President
ROYAL BANK OF CANADA
By: /S/ Patricia A. Herbig
____________________________________
Patricia A. Herbig
Manager
BANK OF MONTREAL, CHICAGO BRANCH
By: /S/ Hugh K. Brower
____________________________________
Hugh K. Brower
Director
THE NORTHERN TRUST COMPANY
By: /S/ Elaine H. Moore
____________________________________
Elaine H. Moore
Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /S/ Katherine M. Lange
____________________________________
Katherine M. Lange
Vice President
CHEMICAL BANK
By: /S/ George W. Brash
____________________________________
George W. Brash
Managing Director
ABN-AMRO BANK, N.V.
By: /S/ John W. Stanger
____________________________________
John W. Stanger
Vice President
By: /S/ Catheryn N. Fuller
____________________________________
Catheryn N. Fuller
Vice President
BARCLAYS BANK PLC
By: /S/ Olga Georgiev
____________________________________
Olga Georgiev
Vice President
By: /S/ Frank J. Sisinni
____________________________________
Frank J. Sisinni
Vice President
CREDIT LYONNAIS CHICAGO BRANCH
By: /S/ Sandra E. Horwitz
____________________________________
Sandra E. Horwitz
Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /S/ Sandra E. Horwitz
____________________________________
Sandra E. Horwitz
Authorized Signature
SOCIETE GENERALE
By: /S/ Barbara S. Adelman
____________________________________
Barbara S. Adelman
Vice President
By: /S/ Charles M. Pierron
____________________________________
Charles M. Pierron
Regional Manager
GULF INTERNATIONAL BANK
By: /S/ Haytham F. Khalil
____________________________________
Haytham F. Khalil
Assistant Vice President
By: /S/ Issa N. Baconi
____________________________________
Issa N. Baconi
Senior Vice President & Branch Manager