EXHIBIT 4 6.(c)
SUCCESSOR AGREEMENT
THIS AGREEMENT, dated as of January 1, 1995 ("Agreement"), between CBI
Industries, Inc. (the "Company") and Mellon Bank, N.A. ("Successor Bank").
W I T N E S S E T H :
WHEREAS, the Company, the Specified Subsidiaries party thereto, the
several commercial banks parties thereto (the "Existing Banks") and Ibis
Investments, Inc., as Bid Advance Agent, are parties to a Credit Agreement
dated as of December 4, 1992 (as the same may have been or may hereafter be
amended, supplemented, or otherwise modified, the "Credit Agreement");
WHEREAS, the unused portion of the Commitment (as defined in the Credit
Agreement) of certain Banks is terminating and one or more commercial banks
are succeeding to the Commitment of such Banks and wish to become a party to
the Credit Agreement;
WHEREAS, there has terminated or there have expired an aggregate
principal amount of Commitments equal to $30,000,000 which have not heretofore
been replaced (the "Terminated Commitments"; the Banks that have maintained
the Terminated Commitments being collectively referred to as the "Terminated
Banks"); such Terminated Commitments being on the date hereof utilized as
follows:
Last day of
Principal Amount Interest Period
I Unused Portion $30,000,000 N/A
II Syndicated Advances N/A
Adjusted CD Rate Advances N/A
Eurodollar Rate Advances N/A
Base Rate Advances N/A
III Competitive Bid Advances N/A
WHEREAS, the Company desires the Successor Bank to become, and the
Successor Bank is agreeable to becoming, a "Bank" for purposes of the Credit
Agreement on the terms contained herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Benefits of Agreement. The Company and the Successor Bank hereby
agree that on and as of the date hereof the Successor Bank shall be a "Bank"
for all purposes and shall be bound by the obligations and entitled to the
benefits of the Credit Agreement as if the Successor Bank had been named on
the signature pages thereof, provided that the Successor Bank shall not assume
and shall, except as herein provided, have no obligations in respect of any
Advances outstanding on the date hereof and made by any Terminated Bank.
2. Commitment of Successor Bank. The Company and the Successor Bank
hereby agree that on and as of the date hereof the Successor Bank shall
succeed to $15,000,000 of the Commitments of the Terminated Banks, which
succession shall be effective as of the date hereof.
3. Taxes. The Successor Bank (i) represents to the Company that it
is incorporated under the laws of the United States or a state thereof, (ii)
represents that it has furnished to the Company (A) a statement that it is
incorporated under the laws of the United States or a state thereof, and (B)
an Internal Revenue Service Form W-9 to establish an exemption from United
States backup withholding tax, and (iii) agrees to provide the Company a
new Form W-9, or successor applicable form or other manner of certificate, on
or before the date that any such letter or form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent letter
and form previously delivered by it, certifying in the case of a Form W-9
establishing exemption from United States backup withholding tax.
4. Miscellaneous. (a) Capitalized terms used herein shall have the
meanings defined in the Credit Agreement unless otherwise defined herein.
(b) This Agreement may be executed in separate counterparts with the
same effect as if the signatures thereto were upon one instrument.
(c) This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
CBI INDUSTRIES, INC.
By: /s/ Buel T. Adams
____________________________
Buel T. Adams
Vice President and Treasurer
Address for Notice Purposes:
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
Attention: Treasurer
Telephone: 708-572-7409
Telecopy: 708-572-7405
Telex: N/A
Answerback: N/A
COMMITMENT:
$15,000,000 MELLON BANK, N.A.
By: /s/ Blake A. McKim
___________________
Blake A. McKim
Vice President
Mellon Financial Services
52 W. Monroe St. Suite 2600
Chicago, IL 60603
Telephone: 312-357-3402
Telecopy: 312-357-3414
Domestic, CD, Eurodollar Lending,
and Competitive Bid Offices:
Mellon Bank, N.A .
Attention: Loan Administration
3 Mellon Bank Center, Room 2302
Pittsburgh, PA 15259
Telephone: 412-234-4769
Telecopy: 412-236-2027
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Payment Instructions:
Mellon Bank N.A.
3 Mellon Bank Center
Pittsburgh, PA
ABA# 043000261
Account # 990873800
Reference: CBI
Attention: Loan Administration
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SUCCESSOR AGREEMENT
THIS AGREEMENT, dated as of January 1, 1995 ("Agreement"), between CBI
Industries, Inc. (the "Company") and NationsBank North Carolina, N.A.
"Successor Bank").
W I T N E S S E T H :
WHEREAS, the Company, the Specified Subsidiaries party thereto, the
several commercial banks parties thereto (the "Existing Banks") and Ibis
Investments, Inc., as Bid Advance Agent, are parties to a Credit Agreement
dated as of December 4, 1992 (as the same may have been or may hereafter be
amended, supplemented, or otherwise modified, the "Credit Agreement");
WHEREAS, the unused portion of the Commitment (as defined in the Credit
Agreement) of certain Banks is terminating and one or more commercial banks
are succeeding to the Commitment of such Banks and wish to become a party to
the Credit Agreement;
WHEREAS, there has terminated or there have expired an aggregate
principal amount of Commitments equal to $30,000,000 which have not heretofore
been replaced (the "Terminated Commitments"; the Banks that have maintained
the Terminated Commitments being collectively referred to as the "Terminated
Banks"); such Terminated Commitments being on the date hereof utilized as
follows:
Last day of
Principal Amount Interest Period
I Unused Portion $30,000,000 N/A
II Syndicated Advances N/A
Adjusted CD Rate Advances N/A
Eurodollar Rate Advances N/A
Base Rate Advances N/A
III Competitive Bid Advances N/A
WHEREAS, the Company desires the Successor Bank to become, and the
Successor Bank is agreeable to becoming, a "Bank" for purposes of the Credit
Agreement on the terms contained herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Benefits of Agreement. The Company and the Successor Bank hereby
agree that on and as of the date hereof the Successor Bank shall be a "Bank"
for all purposes and shall be bound by the obligations and entitled to the
benefits of the Credit Agreement as if the Successor Bank had been named on
the signature pages thereof, provided that the Successor Bank shall not assume
and shall, except as herein provided, have no obligations in respect of any
Advances outstanding on the date hereof and made by any Terminated Bank.
2. Commitment of Successor Bank. The Company and the Successor Bank
hereby agree that on and as of the date hereof the Successor Bank shall
succeed to $15,000,000 of the Commitments of the Terminated Banks, which
succession shall be effective as of the date hereof.
3. Taxes. The Successor Bank (i) represents to the Company that it
is incorporated under the laws of the United States or a state thereof, (ii)
represents that it has furnished to the Company (A) a statement that it is
incorporated under the laws of the United States or a state thereof, and (B)
an Internal Revenue Service Form W-9 to establish an exemption from United
States backup withholding tax, and (iii) agrees to provide the Company a new
Form W-9, or successor applicable form or other manner of certificate, on or
before the date that any such letter or form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent letter
and form previously delivered by it, certifying in the case of a Form W-9
establishing exemption from United States backup withholding tax.
4. Miscellaneous. (a) Capitalized terms used herein shall have the
meanings defined in the Credit Agreement unless otherwise defined herein.
(b) This Agreement may be executed in separate counterparts with the
same effect as if the signatures thereto were upon one instrument.
(c) This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
CBI INDUSTRIES, INC.
By: /s/ Buel T. Adams
____________________________
Buel T. Adams
Vice President and Treasurer
Address for Notice Purposes:
800 Jorie Boulevard
Oak Brook, Illinois 60521-2268
Attention: Treasurer
Telephone: 708-572-7409
Telecopy: 708-572-7405
Telex: N/A
Answerback: N/A
COMMITMENT:
$15,000,000 NATIONSBANK NORTH CAROLINA, N.A.
By: /s/ Lucine Kirchhoff
____________________
Lucine Kirchhoff
Senior Vice President
Domestic, CD, Eurodollar and
Competitive Bid Lending Offices:
NationsBank North Carolina, N.A.
One Independence Center
NC1-001-15-03
Charlotte, North Carolina 28255
Telephone: 704-386-7427
Telecopy: 704-386-8694
Payment Instructions:
NationsBank North Carolina, N.A.
ABA# - 053 000 196
Account # - 1366 2122 506
Attn: Corporate Credit Support
Ref: CBI
Attention: Kathy Mumpower
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