AMENDMENT NO. 1 TO THE
364-DAY CREDIT AGREEMENT
Dated as of June 28, 1996
AMENDMENT NO. 1 TO THE 364-DAY CREDIT AGREEMENT among
ALLIEDSIGNAL INC., a Delaware corporation (the "Company"), the
banks, financial institutions and other institutional lenders
which are parties to the 364-Day Credit Agreement referred to
below (collectively, the "Lenders"), CITIBANK, N.A., as agent
(the "Agent"), and ABN AMRO BANK N.V. and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK as co-agents (the "Co-Agents") for the
Lenders.
PRELIMINARY STATEMENTS:
(1) The Company, the Lenders and the Agent have
entered into a 364-Day Credit Agreement dated as of June 30, 1995
(the "364-Day Credit Agreement"). Capitalized terms not
otherwise defined in this Amendment have the same meanings as
specified in the 364-Day Credit Agreement.
(2) The Company and the Lenders have agreed to amend
the 364-Day Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to 364-Day Credit Agreement.
The 364-Day Credit Agreement is, effective as of the date hereof
and subject to the satisfaction of the conditions precedent set
forth in Section 2, hereby amended as follows:
(a) The definition of "Commitment" in Section 1.01 is
amended by deleting clause (i) thereof in its entirety and
substituting for such clause the following:
"(i) the Dollar amount set forth opposite its name
on the signature pages of Amendment No. 1 to the 364-
Day Credit Agreement, dated as of June 28, 1996,".
(b) The definition of "Termination Date" in Section
1.01 is amended by deleting the date "June 28, 1996" in the
first line therein and substituting for such date the date
"June 27, 1997".
(c) Section 2.04 is hereby amended by deleting the
percentage .065 o/o in line six of subsection (a) thereof, and
substituting for such percentage the percentage .050 o/o.
(d) Section 2.07 is hereby amended by deleting the
percentage .185 o/o in line five of subsection (a)(ii) thereof,
and substituting for such percentage the percentage .175 o/o.
SECTION 2. Conditions of Effectiveness. This
Amendment shall become effective as of the date first above
written when, and only when, on or before June 28, 1996 the Agent
shall have received counterparts of this Amendment executed by
the Company and all of the Lenders or, as to any of the Lenders,
advice satisfactory to the Agent that such Lender has executed
this Amendment. This Amendment is subject to the provisions of
Section 8.01 of the 364-Day Credit Agreement. Section 1 hereof
shall become effective when, and only when, the Agent shall have
additionally received all of the following documents, each such
document (unless otherwise specified) dated the date of receipt
thereof by the Agent (unless otherwise specified), in form and
substance satisfactory to the Agent (unless otherwise specified):
(a) The Revolving Credit Notes of the Company to
the order of the Lenders, respectively.
(b) Certified copies of (i) the resolutions of the
Board of Directors of the Company authorizing this
Amendment, the Notes and the matters contemplated hereby and
thereby and (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with
respect to this Amendment, the Notes and the matters
contemplated hereby and thereby.
(c) A certificate of the Secretary or an Assistant
Secretary of the Company certifying the names and true
signatures of the officers of the Company authorized to sign
this Amendment, the Notes and the other documents to be
delivered hereunder.
(d) A favorable opinion of Victor P. Patrick,
Associate General Counsel for the Company, in substantially
the form of Exhibit G to the 364-Day Credit Agreement, and
as to such other matters as any Lender through the Agent may
reasonably request.
(e) A certificate signed by a duly authorized officer
of the Company stating that:
(i) The representations and warranties
contained in Section 5 hereof and in Section 4.01 of
the 364-Day Credit Agreement are correct on and as of
the date of such certificate as though made on and as
of such date; and
(ii) No event has occurred and is continuing
that constitutes a Default.
SECTION 5. Representations and Warranties of the
Company. The Company represents and warrants as follows:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware.
(b) The execution, delivery and performance by the
Company of this Amendment and the Notes of the Company
delivered hereunder are within the Company's corporate
powers, have been duly authorized by all necessary corporate
action, and do not and will not cause or constitute a
violation of any provision of law or regulation or any
provision of the Certificate of Incorporation or By-Laws of
the Company or result in the breach of, or constitute a
default or require any consent under, or result in the
creation of any lien, charge or encumbrance upon any of the
properties, revenues, or assets of the Company pursuant to,
any indenture or other agreement or instrument to which the
Company is a party or by which the Company or its property
may be bound or affected.
(c) No authorization, consent, approval (including any
exchange control approval), license or other action by, and
no notice to or filing or registration with, any
governmental authority, administrative agency or regulatory
body or any other third party is required for the due
execution, delivery or performance by the Company of this
Amendment or the Notes of the Company.
(d) This Amendment has been, and each of the Notes
when delivered hereunder will have been, duly executed and
delivered by the Company. This Amendment is, and each of
the Notes of the Company when delivered hereunder will be,
the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with their
respective terms, except to the extent that such enforcement
may be limited by applicable bankruptcy, insolvency and
other similar laws affecting creditors' rights generally.
(e) The Consolidated balance sheet of the Company and
its Consolidated Subsidiaries as at December 31, 1995, and
the related Consolidated statements of income and cash flows
of the Company and its Consolidated Subsidiaries for the
fiscal year then ended (together with the notes to the
financial statements of the Company and its Consolidated
Subsidiaries and the Consolidated statements of cash flows
of the Company and its Consolidated Subsidiaries),
accompanied by an opinion of one or more nationally
recognized firms of independent public accountants, copies
of which have been furnished to each Lender, are materially
complete and correct, and fairly present the Consolidated
financial condition of the Company and its Consolidated
Subsidiaries as at such date and the Consolidated results of
the operations of the Company and its Consolidated
Subsidiaries for the period ended on such date, all in
accordance with GAAP consistently applied, except as
otherwise noted therein; and the Company and its
Consolidated Subsidiaries do not have on such date any
material contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments, except
as referred to or reflected or provided for in such balance
sheet or the notes thereto as at such date. Since December
31, 1995, there has been no Material Adverse Change.
(f) There is no action, suit, investigation,
litigation or proceeding, including, without limitation, any
Environmental Action, pending or to the knowledge of the
Company threatened affecting the Company or any of its
Subsidiaries before any court, governmental agency or
arbitrator that (i) is reasonably likely to have a Material
Adverse Effect (other than the Disclosed Litigation), or
(ii) purports to affect the legality, validity or
enforceability of this Amendment, the Notes or the 364-Day
Credit Agreement, as amended hereby, and there has been no
adverse change in the status, or financial effect on the
Company or any of its Subsidiaries, of the Disclosed
Litigation from that described on Schedule 3.01(b) to the
364-Day Credit Agreement.
SECTION 6. Reference to and Effect on the 364-Day
Credit Agreement and the Notes. (a) On and after the
effectiveness of this Amendment, each reference in the 364-Day
Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the 364-Day Credit Agreement,
and each reference in the Notes to "the 364-Day Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the 364-Day Credit Agreement, shall mean and be a
reference to the 364-Day Credit Agreement, as amended by this
Amendment.
(b) The 364-Day Credit Agreement, as specifically
amended by this Amendment, and the Notes are and shall continue
to be in full force and effect and are hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the
Agent under the 364-Day Credit Agreement, nor constitute a waiver
of any provision of the 364-Day Credit Agreement.
SECTION 7. Costs and Expenses. The Company agrees to
pay on demand all costs and expenses of the Agent in connection
with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel
for the Agent) in accordance with the terms of Section 9.04 of
the 364-Day Credit Agreement. In addition, the Company shall pay
any and all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery of this
Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save the Agent and each Lender harmless
from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.
SECTION 8. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 9. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
ALLIEDSIGNAL INC.
By /s/ Nancy A. Garvey
---------------------------
Title:
COMMITMENT AS LENDER
$23,000,000 CITIBANK, N.A.,
as Agent and as Lender
By /s/ Robert D. Wetrus
---------------------------
Title: Vice President,
Attorney-in-Fact
By /s/ Alan J. Berenbaum
---------------------------
Title: Attorney-in-Fact
$23,000,000 ABN AMRO BANK N.V.,
as Co-Agent and as Lender
By /s/ Larry W. Larzoni
---------------------------
Title: Group VP
$23,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Co-Agent and as Lender
By /s/ Penelope J. B. Cox
---------------------------
Title: Vice President
$18,000,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ David Noda
----------------------------
Name: David Noda
Title: Vice President
$18,000,000 BANK OF MONTREAL
By: /s/ Thruston W. Pettus
--------------------------
Name: Thruston W. Pettus
Title: Director
$18,000,000 BANQUE NATIONALE DE PARIS, NEW YORK
By: /s/ Richard L. Sted
--------------------------
Name: Richard L. Sted
Title: Senior Vice President
By: /s/ Robert S. Taylor, Jr.
--------------------------
Name: Robert S. Taylor, Jr.
Title: Senior Vice President
$18,000,000 CIBC INC.
By: /s/ Christopher P. Kleczkowski
-----------------------------
Name: Christopher P. Kleczkowski
Title: Agent for CIBC Inc.
$18,000,000 DEUTSCHE BANK AG
NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By: /s/ Colin T. Taylor
---------------------------
Name: Colin T. Taylor
Title: Director
By: /s/ Lain Stewart
---------------------------
Name: Lain Stewart
Title: Assistant Vice President
$18,000,000 MELLON BANK, N.A.
By: /s/ Caroline R. Walsh
---------------------------
Name: Caroline R. Walsh
Title: Assistant Vice President
$18,000,000 MIDLAND BANK PLC, NEW YORK BRANCH
By: /s/ Rochelle Forster
---------------------------
Name: Rochelle Forster
Title: Authorized Signatory
$18,000,000 NATIONAL WESTMINSTER BANK PLC
Joint Commitment (NEW YORK BRANCH)
By: /s/ Anne Marie Torre
---------------------------
Name: Anne Marie Torre
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
(NASSAU BRANCH)
By: /s/ Anne Marie Torre
---------------------------
Name: Anne Marie Torre
Title: Vice President
$18,000,000 NATIONSBANK, N.A.
By: /s/ Scott A. Jackson
---------------------------
Name: Scott A. Jackson
Title: Vice President
$18,000,000 ROYAL BANK OF CANADA
By: /s/ T. L. Gleason
---------------------------
Name: T. L. Gleason
Title: Vice President
$18,000,000 THE BANK OF NEW YORK
By: /s/ Russell S. Gorman
---------------------------
Name: Russell S. Gorman
Title: Vice President
$18,000,000 BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By: /s/ Michael C. Irwin
---------------------------
Name: Michael C. Irwin
Title: Vice President
$18,000,000 THE CHASE MANHATTAN BANK, N.A.
By: /s/ James B. Treger
---------------------------
Name: James B. Treger
Title: Vice President
$18,000,000 THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Judith L. Mayberry
---------------------------
Name: Judith L. Mayberry
Title: As Acting Agent
$18,000,000 THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: /s/ John V. Veltri
---------------------------
Name: John V. Veltri
Title: Senior Vice President
$18,000,000 THE TORONTO-DOMINION BANK
By: /s/ Kimberly Burleson
---------------------------
Name: Kimberly Burleson
Title: Mgr. Cr Admin
$18,000,000 UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ Stephen A. Cayer
---------------------------
Name: Stephen A. Cayer
Title: Assistant Treasurer
By: /s/ Peter B. Yearley
---------------------------
Name: Peter B. Yearly
Title: Managing Director