/dpw/cw/051/27008/879/AMEND4/amend.4
EXECUTION COPY
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of March 17, 1997 to the Credit
Agreement dated as of March 25, 1994 (as heretofore amended,
the "Credit Agreement") among APL LIMITED (formerly American
President Companies, Ltd.) (the "Borrower"), the BANKS party
thereto (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower wishes to amend the Credit
Agreement to change the Consolidated Interest Coverage
Ratio, Consolidated Leverage Ratio and Consolidated Fixed
Charge Coverage Ratio specified therein, and the undersigned
Banks are willing so to amend the Credit Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and
each other similar reference contained in the Credit
Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Consolidated Interest Coverage Ratio.
Section 5.10 of the Credit Agreement is amended by changing
the ratio specified therein from "3.5 to 1" to "2.75 to 1".
Section 3. Consolidated Leverage Ratio. Section
5.11 of the Credit Agreement is amended by replacing the
existing table of ratios with the following table:
Period Ratio
Effective Date 1.10 to 1
through 12/31/97
1/1/98 and thereafter 1.05 to 1
Section 4. Consolidated Fixed Charge Coverage Ratio.
The first sentence of Section 5.16 of the Credit Agreement
is amended by changing the ratio specified in clause (ii)
thereof from "1.85 to 1" to "1.50 to 1".
Section 5. Financial Information. Section 4.04 of the
Credit Agreement is amended to read as follows:
Section 4.04. Financial Information. (a) The
consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 29, 1995 and
the related consolidated statements of income and cash
flows for the fiscal year then ended, reported on by
Arthur Andersen LLP and set forth in the Borrower's
annual report on Form 10-K for 1995, as filed with the
Securities and Exchange Commission, fairly present, in
conformity with generally accepted accounting
principles, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and
cash flows for such fiscal year.
(b) The unaudited consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of
September 20, 1996 and the related unaudited
consolidated statements of income and cash flows for
the period of three fiscal quarters then ended, set
forth in the Borrower's quarterly report on Form 10-Q
for the fiscal quarter then ended, as filed with the
Securities and Exchange Commission, fairly present, in
conformity with generally accepted accounting
principles applied on a basis consistent with the
financial statements referred to in subsection 4.04(a),
the consolidated financial position of the Borrower and
its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for
such period of three fiscal quarters (subject to normal
year-end adjustments).
(c) Since September 20, 1996 there has been no
material adverse change in the business, financial
position , results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered
as a whole.
Section 6. Representations of Borrower. The Borrower
represents and warrants that (i) the representations and
warranties of the Borrower set forth in Article IV of the
Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be
continuing on such date.
Section 7. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
Section 8. Counterparts. This Amendment may be signed
in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Section 9. Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") when
the Agent shall have received from each of the Borrower and
the Required Banks a counterpart hereof signed by such party
or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above
written.
APL LIMITED
(formerly American President Companies, Ltd.)
By: /s/ Thomas R. Meier
Name: Thomas R. Meier
Title: Assistant Treasurer
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Diana H Imhof
Name: Diana H Imhof
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ James P Johnson
Name: James P Johnson
Title: Managing Director
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Alicia Szendiuch
Name: Alicia Szendiuch
Title: Director
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Takahide Akiyama
Name: Takahide Akiyama
Title: Joint General Manager
ABN AMRO NORTH AMERICA, INC.,
as Agent for ABN AMRO BANK
By: /s/ Daniel P. Taylor
Name: Daniel P. Taylor
Title: Assistant Vice President
By: /s/ Dianne D. Barkley
Name: Dianne D. Barkley
Title: Group Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Greg Sgullie
Name: Greg Sgullie
Title: Assistant Vice President