Exhibit 4.7
[CONFORMED COPY]
SECOND AMENDMENT
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SECOND AMENDMENT (the "Amendment") dated as of April 8, 1992, among
COLTEC INDUSTRIES INC (the "Borrower"), BANKERS TRUST COMPANY ("BTCo"),
individually, as Agent (in such capacity, an "Agent") and as Administrative
Agent (in such capacity, the "Administrative Agent"), MANUFACTURERS HANOVER
TRUST COMPANY ("MHTC"), individually and as Agent (in such capacity, an
"Agent"), BARCLAYS BANK PLC, NEW YORK BRANCH ("Barclays"), individually and as
Agent (in such capacity, an "Agent"), CREDIT LYONNAIS NEW YORK BRANCH ("Lyonnais
New York"), individually and as Agent (in such capacity, an "Agent"), CREDIT
LYONNAIS CAYMAN ISLAND BRANCH ("Lyonnais Cayman" and together with Lyonnais New
York, "Credit Lyonnais"), THE BANK OF MONTREAL ("Bank of Montreal"), BANQUE
NATIONALE DE PARIS NEW YORK BRANCH ("BNP"), BANQUE PARIBAS ("BP"), THE BANK OF
TOKYO TRUST COMPANY ("Bank of Tokyo"), THE CHASE MANHATTAN BANK, N.A. ("Chase"),
EATON VANCE PRIME RATE RESERVES ("Eaton Vance"), THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH ("IBJ"), THE MITSUBISHI TRUST AND BANKING CORPORATION
("Mitsubishi"), THE NIPPON CREDIT BANK, LTD., NEW YORK BRANCH ("Nippon"), UNION
BANK OF FINLAND, LTD., GRAND CAYMAN BRANCH ("UBF"), WESTPAC BANKING CORPORATION,
GRAND CAYMAN BRANCH ("Westpac") (each of BTCo, MHTC, Barclays, Credit Lyonnais,
Bank of Montreal, BNP, BP, Bank of Tokyo, Chase, Eaton Vance, IBJ, Mitsubishi,
Nippon, UBF and Westpac, an "Existing Bank"), THE BANK OF NEW YORK ("BONY"),
BANQUE FRANCAISE DU COMMERCE EXTERIEUR ("BFCE"), COMMONWEALTH BANK OF AUSTRALIA
("CBA"), THE FUJI BANK, LIMITED, NEW YORK BRANCH ("Fuji"), GIROZENTRALE VIENNA,
NEW YORK BRANCH ("Girozentrale"), HANWA AMERICAN CORP. ("Hanwa"), THE LONG TERM
CREDIT BANK OF JAPAN, LIMITED ("LTCB"), and VAN KAMPEN MERRITT PRIME RATE INCOME
TRUST ("VKM") (each of BONY, BFCE, CBA, Fuji, Girozentrale, Hanwa, LTCB and VKM,
a "New Bank"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Existing Banks, the Agents and the
Administrative Agent are parties to a Credit Agreement dated as of March 24,
1992, as amended through the date hereof (as so amended, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. On and as of the Amendment Effective Date (as hereinafter
defined), each of BONY, BFCE, CBA, Fuji, Girozentrale, Hanwa, LTCB and VKM shall
become a "Bank" under, and for all purposes of, the Credit Agreement.
2. On the Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule I thereto in its entirety and by inserting in lieu
thereof a new Schedule I in the form of the "Schedule I to the Credit Agreement"
attached hereto, which Schedule I also gives effect to the reduction in the
Total Term Loan Commitment which occurred on April 1, 1992.
3. On the Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule IX thereto in its entirety and by inserting in lieu
thereof a new Schedule IX in the form of the "Schedule IX to the Credit
Agreement" attached hereto.
4. In order to induce the New Banks to enter into this Amendment,
the Borrower hereby makes each of the representations, warranties and agreements
contained in Section 7 of the Credit Agreement on the Amendment Effective Date
after giving effect to this Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
7. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.
8. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower, the Agents, each New Bank and each Existing
Bank shall have signed a copy hereof (whether the same or different copies)
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and shall have delivered (including by way of telecopier) the same to the
Administrative Agent at the Notice Office.
9. From and after the Amendment Effective Date all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to such Credit Agreement as amended hereby.
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IN WITNESSES WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
COLTEC INDUSTRIES INC
By /s/ Paul Schoen
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Title: Senior Vice President
Finance and Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Administrative Agent
By /s/ Robert Hevner
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Title: Vice President
MANUFACTURERS HANOVER TRUST
COMPANY, Individually, and
as Agent
By /s/ William M. Lane
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Title: Managing Director
BARCLAYS BANK PLC, NEW YORK
BRANCH, Individually, and
as Agent
By /s/ John M. Gilbert
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Title: Director, Debt
Underwriting
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CREDIT LYONNAIS NEW YORK
BRANCH, Individually, and
as Agent
By /s/ Fred Hadad
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Title: First Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ Fred Hadad
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Title: Authorized Signatory
THE BANK OF MONTREAL
By /s/ Glen A. Pole
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Title: Director
THE BANK OF NEW YORK
By /s/ Stephen Griffith
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Title: Vice President
THE BANK OF TOKYO TRUST
COMPANY
By /s/ Adane Dessi
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Title: Vice President
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BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ William Maier
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Title: Vice President
By /s/ Jean Richard
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Title: First Vice President
BANQUE NATIONALE DE PARIS,
New York Branch
By /s/ Christopher Kiely
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Title:
By /s/ Kathryn Swintek
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Title:
BANQUE PARIBAS
By /s/ Stephen Burns
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Title: Vice President
By /s/ M.S. Alexander
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Title:
THE CHASE MANHATTAN BANK, N.A.
By /s/ S. Clarke Moody
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Title: Vice President
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COMMONWEALTH BANK OF AUSTRALIA
By /s/ Peter F. Ewers
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Title: First Vice President
EATON VANCE PRIME RATE
RESERVES
By /s/ J. L. O'Connor
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Title: Treasurer
THE FUJI BANK, LIMITED, New
York Branch
By /s/ Nobuaki Onishi
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Title: Vice President/
Manager
GIROZENTRALE VIENNA, New York
Branch
By /s/ Anca Trifan
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Title: Vice President
HANWA AMERICAN CORP.
By /s/ Shinja Takabayashi
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Title: Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED, New York Branch
By /s/ Toyosaburo Komiya
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Title: Joint General Manager
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By /s/ Jay Shankar
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Title: Vice President
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By /s/ Taihei Yuki
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Title: Senior Vice President
THE NIPPON CREDIT BANK, LTD.,
New York Branch
By /s/ Tomoo Tasaku
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Title: Vice President &
Manager
UNION BANK OF FINLAND LIMITED,
Grand Cayman Branch
By /s/ John F. Kehnle
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Title: Vice President
By /s/ Joseph Foster Studhomme
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Title: Vice President
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VAN KAMPEN MERRITT PRIME
RATE INCOME TRUST
By /s/ Jeffrey Maillet
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Title: Vice President &
Portfolio Manager
WESTPAC BANKING CORPORATION
Grand Cayman Branch
By /s/ D.E. Rubenstein
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Title: Assistant Vice
President
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