Exhibit 4.11
[CONFORMED COPY]
SIXTH WAIVER
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SIXTH WAIVER (the "Waiver"), dated as of August 3, 1993, among COLTEC
INDUSTRIES INC (the "Company") and the financial institutions party to the
Credit Agreement referred to below (the "Banks"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement.
W I T N E S S E T H :
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WHEREAS, the Company, the Banks, Bankers Trust Company, Chemical Bank
(as successor by merger with Manufacturers Hanover Trust Company), Barclays Bank
PLC, New York Branch, and Credit Lyonnais New York Branch, as Agents, and
Bankers Trust Company, as Administrative Agent, are parties to a Credit
Agreement, dated as of March 24, 1992, as amended to the date hereof (as so
amended, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to waive certain provisions of the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary in Section 9.05(c) of
the Credit Agreement, the Company shall be permitted to enter into financial
leases, guarantees and other instruments in connection with the issuance of
industrial development revenue bonds (the "New IDBs") to refinance each of the
(i) $6,055,000 9-7/8% Industrial Development Revenue Bonds (Alabama); (ii)
$3,000,000 9-7/8% Industrial Building Revenue Bonds (Illinois); (iii) $1,000,000
9-7/8% Industrial Development Revenue Bonds (Kentucky); (iv) $3,000,000 9-7/8%
Industrial Development Revenue Bonds (Arkansas); and (v) $2,500,000 9-7/8%
Industrial Development Revenue Bonds (Illinois) (collectively, the "9-7/8%
Bonds"), PROVIDED that, (i) the principal amount of the New IDBs shall not
exceed $15,055,000, (ii) the maturity date of all of the New IDBs shall be no
earlier than the thirteenth anniversary of the date of issuance thereof and
(iii) the covenants and defaults set forth in the New IDBs shall not be more
restrictive as to the Company than those set forth in the 9-7/8% Bonds.
2. Notwithstanding anything to the contrary in the Credit Agreement,
in the event the Company is unable to sell all or any part of the New IDBs,
after the Company has irrevocably committed to effect the redemption of the 9-
7/8% Bonds, the Company shall nonetheless still be permitted to redeem up to
$5,935,000 of the 9-7/8% Bonds in accordance with the terms of the respective
indenture at a redemption price not in excess of the redemption price set forth
in the respective indenture.
3. Notwithstanding anything to the contrary in Sections 9.06 and 9.17
of the Credit Agreement, the Company shall be permitted to establish a wholly-
owned Singapore subsidiary with an authorized paid-in-capital not to exceed
$100,000, PROVIDED that, 100% of the stock of such new subsidiary is pledged
pursuant to the Company Pledge Agreement and the certificates representing such
stock, together with stock powers duly executed in blank, are delivered to the
Collateral Agent.
4. In order to induce the Banks to enter into this Waiver, the
Company hereby (i) makes each of the representations, warranties and agreements
contained in Section 7 of the Credit Agreement and (ii) represents and warrants
that there exists no Default or Event of Default, in each case on the Waiver
Effective Date (as defined herein) before and after giving effect to this
Waiver.
5. This Waiver 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 Waiver 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 Company and the Administrative Agent.
7. THIS WAIVER 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 Waiver shall become effective on the date (the "Waiver
Effective Date") when the Company and the Required Banks shall have signed a
copy hereof (whether the same or different copies) and shall have delivered
(including
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by way of telecopier) the same to the Administrative Agent at the Notice Office.
9. From and after the Waiver Effective Date all references to the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
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/ John J. Ennis
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Title: Assistant Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent, as
Mortgagee and as
Administrative Agent
By /s/ Mary Kay Coyle
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Title: Vice President
CHEMICAL BANK
(as successor by merger with
Manufacturers Hanover Trust
Company), Individually, and
as Agent
By /s/ William M. Lane
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Title: Managing Director
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BARCLAYS BANK PLC, NEW YORK
BRANCH, Individually, and
as Agent
By /s/ Russell Gorman
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Title: Director
CREDIT LYONNAIS NEW YORK
BRANCH, Individually, and
as Agent
By /s/ Sebastian Rocco
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Title: First Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ Sebastian Rocco
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Title: Authorized Signature
THE BANK OF MONTREAL
By /s/ John M. Denson
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Title: Managing Director
THE BANK OF NEW YORK
By /s/ David K. Nichols
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Title: Senior Vice President
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THE BANK OF TOKYO TRUST
COMPANY
By /s/ Neal Hoffson
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Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ David S. Kopp
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Title: Vice President
By /s/ Jean Richard
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Title: First Vice President
BANQUE PARIBAS
By /s/ Stephen M. Burns
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Title: Vice President
By /s/ Gary A. Binning
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Title: Vice President
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/ Paul Hamilton
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Title: General Manager
EATON VANCE PRIME RATE
RESERVES
By /s/ Jeffrey S. Garner
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Title: Vice President
THE FUJI BANK, LIMITED,
New York Branch
By____________________________
Title:
GIROCREDIT BANK, New York
Branch
By____________________________
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, New York Branch
By /s/ Junri Oda
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Title: Senior Vice President
& Senior Manager
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THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By /s/ Mitsuo Matsunaga
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Title: Vice President
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By /s/ Patricia Loret de Mola
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Title: Senior Vice President
THE NIPPON CREDIT BANK, LTD.,
New York Branch
By /s/ Michael A. Monteleone
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Title: Assistant Vice
President
UNION BANK OF FINLAND LIMITED,
Grand Cayman Branch
By /s/ Durval Araujo
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Title: Vice President
By /s/ John Kehnle
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Title: Vice President
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VAN KAMPEN MERRITT PRIME
RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
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Title: Vice President &
Portfolio Manager
WESTPAC BANKING CORPORATION
Grand Cayman Branch
By____________________________
Title:
PRIME INCOME TRUST
By____________________________
Title:
ARAB BANKING CORP.
By /s/ Louise Bilbro
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Title: Vice President
BAHRAIN MIDDLE EAST BANK E.C.
New York Agency
By /s/ Audrey Brown
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Title: Assistant Vice
President
By /s/ Frank Renda
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Title: Assistant Vice
President
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BANK OF IRELAND
By /s/ Randolph M. Ross
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ Stephen Lockhart
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Title: Vice President
BANK OF SCOTLAND
By /s/ Catherine M. Oniffrey
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Title: Vice President
MERRILL LYNCH PRIME FUND INC.
By /s/ R. Douglas Henderson
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Title: Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO
BY MERRILL LYNCH INVESTMENT
MANAGEMENT, INC., as investment
advisor
By /s/ R. Douglas Henderson
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Title: Authorized Signatory
PROTECTIVE LIFE INSURANCE
COMPANY
By /s/ Mark K. Okada
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Title: Manager - Fixed Income
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RESTRUCTURED OBLIGATION BACKED
BY SENIOR ASSETS B.V.
By____________________________
Title:
RYOSHIN LEASING (USA) INC.
By____________________________
Title:
STICHTING RESTRUCTURED
OBLIGATIONS BACKED BY SENIOR
ASSETS 2 (ROSA2) (Chancellor)
By____________________________
Title:
TOKYO CITY FINANCE (ASIA)
LIMITED
By /s/ Sadami Kubota
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Title: Managing Director
TOYO TRUST AND BANKING
COMPANY, LTD. New York Branch
By____________________________
Title:
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TRAVELERS INSURANCE COMPANY
By____________________________
Title:
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