LETTER AMENDMENT
TO: The Banks parties to the Dated as of July 5, 1994
Credit Agreement referred to below
Gentlemen:
We refer to the 364-Day Credit Agreement dated as of July 7,
1993 (the "Credit Agreement") among the undersigned, you and
Citibank, N.A., as your Administrative Agent. Unless otherwise
defined herein, the terms defined in the Credit Agreement, as
amended by this letter amendment, shall be used herein as therein
defined. It is hereby agreed by you and us as follows:
The Credit Agreement is, effective as of the date first
above written, hereby amended as follows:
(a) The first paragraph is amended by deleting the date
"July 7, 1993" therein and substituting for such date the
date "July 5, 1994".
(b) Section 1.01 is amended by deleting the date "July 7,
1993" therein and substituting for such date the date "July
5, 1994".
(c) The definition of "Applicable Percentage" contained in
---------------------
Section 1.01 is amended by deleting the chart therein and
substituting for such chart the following:
Public Debt Rating
S&P/Moody's Facility Fee Libor/CD Spread
----------- ------------ -------- --------
Column A Column B
-------- --------
Level 1:
AA-/Aa3 .06% .19% .2525%
or higher
------------------------------------------------------------
Level 2:
A/A2 or
higher but .08% .2325% .2950%
less than
Level 1
------------------------------------------------------------
Level 3:
A-/A3 or
higher but .10% .2750% .3375%
less than
Level 2
------------------------------------------------------------
Level 4:
Less than .15% .3250% .45%
A-/A3
------------------------------------------------------------
(d) The definition of "Effective Date" is amended by
--------------
deleting the date "July 7, 1993" and substituting for such date
"July 5, 1994".
(e) Adding to Section 1.01 the following: "Notes" has the
-----
meaning specified in Section 3.03.
(f) The definition of "Revolver Termination Date" contained
-------------------------
in Section 1.01 is amended by deleting the date "July 5, 1994" therein
and substituting for such date the date "July 3, 1995".
(g) The definition of "Termination Date" contained in
----------------
Section 1.01 is amended by deleting the date "July 5, 1995" therein and
substituting for such date the date "July 3, 1996".
(h) Section 3.03 is amended in full to read as follows:
Section 3.03. Evidence of Debt. The indebtedness of
----------------
each Borrower to each Bank shall be evidenced by a
promissory note in the form of Exhibit L hereto (each,
a "Note" and collectively, the "Notes").
(i) Section 7.01 is amended by (i) deleting the word "and"
at the end of subparagraph (v) thereof, (ii) deleting the
period at the end of subparagraph (vi) thereof and
substituting therefore "; and" and (iii) adding new subparagraph
(vii) as follows:
(vii) Duly executed Notes by each Borrower to
the order of each Bank.
(j) Section 8.02 is amended by adding the words "and the
applicable Notes" to the second line of such Section
following the word "Agreement".
(k) Article IX is amended by adding to the end thereof a
new Section 9.12, to read as follows:
Section 9.12. Change of Control. If a Change of Control
-----------------
shall occur (i) the Company will, within ten calendar days
after the occurrence thereof, give the Administrative
Agent notice thereof and shall describe in reasonable
detail the facts and circumstances giving rise thereto
and (ii) each Bank may, by notice to the Company and
the Administrative Agent given not later than 50
calendar days after such Change of Control, terminate
its Commitment, which shall be terminated effective the
later of (A) the date which is 60 calendar days after
such Change of Control or (B) the end of the Interest
Period for any Loan outstanding at the time of such
Change of Control or for any Loan made pursuant to the
next sentence of this Section. Upon the occurrence of
a Change of Control, the Borrower's right to make
Borrowings under this Agreement shall be suspended for
a period of 60 calendar days, except for Loans having
an Interest Period ending not later than 90 calendar
days after such Change of Control. A notice of
termination pursuant to this Section shall not have the
effect of accelerating any outstanding Loan.
For purposes of this Section, the following terms have
the following meanings:
A "Change of Control" shall occur if (i) any
person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of
1934, as amended) (other than the Company, any
Subsidiary of the Company or any savings, pension or
other benefit plan for the benefit of employees of the
Company or its Subsidiaries) which theretofore
beneficially owned less than 30% of the Voting Stock
then outstanding shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated
by the Securities and Exchange Commission under said
Act) of 30% or more in voting power of the outstanding
Voting Stock of the Company or (ii) during any period
of 12 consecutive calendar months, individuals who were
directors of the Company on the first day of such
period shall cease to constitute a majority of the
board of directors of the Company.
"Voting Stock" means capital stock of any class or
classes (however designated) having voting power for
the election of directors of the Company, other than
stock having such power only by reason of the happening
of a contingency.
(l) Section 10.01 (i) is amended in full to read as
follows:
(i) Default in payment when due of any amount of
principal or interest required to be paid hereunder or
under any Note; or
(m) Section 10.01 (iv) is amended by adding the words "or
the applicable Note" after the word "Agreement".
(n) Section 12.16 is amended by adding the words "or the
applicable Notes" after the word "Agreement" in the first
sentence.
(o) The Exhibits are amended by adding to the Exhibits
attached thereto "Exhibit L", the form of which is attached
hereto as Exhibit A.
On and after the effective date of this letter amendment,
each reference in the Credit Agreement and the Notes to "this
Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this letter amendment. The
Credit Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.
If you agree to the terms and provisions hereof, please
evidence such agreement by executing and returning at least two
counterparts of this letter amendment to Citibank N.A., 399 Park
Avenue, 9th Floor, N.Y., N.Y. 10043, Attention of Rosemary Bell.
This letter amendment shall become effective as of the date first
above written when and if counterparts of this letter amendment
shall have been executed by us and the Banks. This letter
amendment is subject to the provisions of Section 12.06 of the
Credit Agreement.
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same letter amendment.
Very truly yours,
AlliedSignal Inc.
By: /s/ Nancy A. Garvey
---------------------------------
Title: Vice President and
Treasurer
THE ADMINISTRATIVE AGENT:
------------------------
CITIBANK, N.A.
as Administrative Agent
By: /s/ Michael Mandracchia
---------------------------------
Title: Vice President/Attorney
in Fact
Address for Notices:
399 Park Avenue
New York, New York 10043
Attention: Michael Mandracchia
Telephone: (212) 559-3245
Telecopier No.: (212) 826-2371
THE CO-AGENTS:
-------------
ABN AMRO BANK N.V.,
as Co-Agent
By: /s/ Duane P. Helkowski
---------------------------------
Title: Corporate Banking Officer
By: /s/ John W. Deegan
---------------------------------
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
as Co-Agent
By: /s/ Sandra J.S. Kurek
---------------------------------
Title: Associate
Commitment: THE BANKS:
- ------------- ---------------
$30,000,000 ABN AMRO BANK N.V.
By: /s/ Duane P. Helkowski
---------------------------------
Title: Corporate Banking Officer
By: /s/ John W. Deegan
---------------------------------
Title: Vice President
$30,000,000 CITIBANK, N.A.
By: /s/ Michael Mandracchia
---------------------------------
Title: Vice President/Attorney
in Fact
$15,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Sandra J.S. Kurek
---------------------------------
Title: Associate
$15,000,000 J.P. MORGAN DELAWARE
By: /s/ David J. Morris
---------------------------------
Title: Vice President
$20,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Donald J. Chin
---------------------------------
Title: Vice President
$20,000,000 BANK OF MONTREAL
By: /s/ Thruston W. Pettus
---------------------------------
Title: Director
$20,000,000 BANQUE NATIONALE DE PARIS
NEW YORK BRANCH
By: /s/ Robert S. Taylor, Jr.
---------------------------------
Title: Senior Vice President
By: /s/ Richard L. Sted
---------------------------------
Title: Senior Vice President
By: /s/ Renaud Kohler
---------------------------------
Title: Assistant Vice President
$20,000,000 CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Dean T. Criares
---------------------------------
Title: Authorized Signatory
$20,000,000 CHEMICAL BANK
By: /s/ John C. Riordan
---------------------------------
Title: Vice President
$20,000,000 DEUTSCHE BANK AG
(Joint commitment) NEW YORK BRANCH
By: /s/ Robert A. Maddux
---------------------------------
Title: Director
By: /s/ Christopher S. Hall
---------------------------------
Title: Vice President
DEUTSCHE BANK AG
CAYMAN ISLANDS BRANCH
By: /s/ Robert A. Maddux
---------------------------------
Title: Director
By: /s/ Christopher S. Hall
---------------------------------
Title: Vice President
$20,000,000 MELLON BANK, N.A.
By: /s/ Reyton R. Latimer
---------------------------------
Title: Senior Vice President
$20,000,000 NATIONAL WESTMINSTER BANK PLC
By: /s/ R.A. Stevens
---------------------------------
Title: Vice President
$20,000,000 NATIONSBANK OF NORTH CAROLINA,
N.A.
By: /s/ Scott Jackson
---------------------------------
Title:
$20,000,000 ROYAL BANK OF CANADA
By: /s/ A. Birr
---------------------------------
Title: Senior Manager
$20,000,000 THE BANK OF NEW YORK
By: /s/ Peter Angelica
---------------------------------
Title: Vice President
$20,000,000 THE BANK OF TOKYO TRUST COMPANY
By: /s/ M.R. Marron
---------------------------------
Title: Vice President
$20,000,000 THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Dawn Lee Lum
---------------------------------
Title: Vice President
$20,000,000 THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Judith L. Mayberry
---------------------------------
Title: Vice President
$20,000,000 THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED
By: /s/ R. Forster
---------------------------------
Title: Vice President
$20,000,000 THE INDUSTRIAL BANK OF JAPAN
LIMITED, NEW YORK BRANCH
By: /s/ Takeshi Kawano
---------------------------------
Title: Senior Vice President
$20,000,000 THE TORONTO-DOMINION BANK
By: /s/ Jano Mott
---------------------------------
Title: Mgr. Cr. Admin.
$20,000,000 UNION BANK OF SWITZERLAND
NEW YORK BRANCH
By: /s/ Daniel H. Perron
---------------------------------
Title: Vice President
By: /s/ James P. Kelleher
---------------------------------
Title: Assistant Treasurer
$450,000,000 Total of the Commitments
Exhibit A
Exhibit L
Promissory Note
Dated: _____________, 19__
FOR VALUE RECEIVED, the undersigned, -----------------------
- --------, a ------------------corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of ---------------------- (the
"Bank") for the account of its applicable Lending Office (as
defined in the Credit Agreement referred to below), the aggregate
principal amount of the Loans (as defined below) made by the Bank
to the Borrower pursuant to the Credit Agreement outstanding on
the Revolver Termination Date (as defined in the Credit
Agreement), on the Termination Date (as defined in the Credit
Agreement); provided, however, that any such payment shall be in
the amount necessary to repay in full the unpaid principal amount
thereof.
The Borrower promises to pay interest on the unpaid
principal amount of each Loan from the date of such Loan until
such principal amount is paid in full, at such interest rates,
and payable at such times, as are specified in the Credit
Agreement.
Both principal and interest in respect of each Loan (i) in
United States Dollars are payable in lawful money of the United
State of America to the Administrative Agent (as defined below)
at the office of Citibank, N.A., at 399 Park Avenue, New York,
New York, United States of America, in same day funds and (ii) in
any currency other than United States Dollars are payable in such
currency at the Bank's office which the Bank shall designate for
such payment in same day funds. Each Loan made to the Borrower
pursuant to the Credit Agreement, and all payments made on
account of the principal amount thereof, shall be recorded by the
Bank and, prior to any transfer hereof, endorsed on the grid
attached hereto which is a part of this Promissory Note.
This Promissory Note is one of the Notes referred to in, and
is entitled to the benefits of, the 364-Day Credit Agreement
dated as of July 5, 1994, as it may be amended (the "Credit Agreement"),
among the Borrower, the Bank and certain other lenders parties thereto,
and Citibank N.A., as Administrative Agent for the Bank and such other
lenders. The Credit Agreement, among other things (i) provides
for the making of loans (the "Loans") by the Bank to the Borrower
from time to time in an aggregate amount not to exceed at any
time outstanding the Bank's Commitment (as defined in the Credit
Agreement), the indebtedness of the Borrower resulting from each
such Loan being evidenced by this Promissory Note, and (ii)
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.
[NAME OF BORROWER]
By:
-----------------
Title:
LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount of Principal Paid Unpaid Principal Notation
Date Loan or Prepaid Balance Made By
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