EXHIBIT 4.15
[CONFORMED COPY]
FIRST WAIVER
FIRST WAIVER (the "Waiver"), dated as of December 15, 1994, 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 :
WHEREAS, the Company, the Banks, the Co-Agents and Bankers Trust
Company, as Administrative Agent, are parties to a Credit Agreement, dated as of
March 24, 1992 and amended and restated as of January 11, 1994, as amended,
modified or supplemented through the date hereof (as so amended, modified or
supplemented, the "Credit Agreement");
WHEREAS, Menasco Aviation Services Ltd. ("MAS"), a corporation
incorporated under the laws of Ontario and a Wholly-Owned Subsidiary of Menasco
Aerospace Ltd. ("Menasco"), intends to establish a new facility which will
provide landing gear overhaul and repair services to airlines in the City of
Burlington, Ontario (the "Project");
WHEREAS, in order to assist MAS in the financing of the Project, the
Province of Ontario has agreed to provide a loan to MAS in an aggregate amount
equal to CDN$3,000,000 pursuant to an agreement between MAS and the Province of
Ontario (the "MAS Loan Agreement");
WHEREAS, the Company and Menasco have agreed to guarantee the payment
when due of all obligations and liabilities of MAS under or with respect to the
MAS Loan Agreement;
WHEREAS, pursuant to Article 10.1 of the MAS Loan Agreement, MAS has
agreed to certain restrictions on its ability to (i) pay dividends and make
other distributions on its capital
stock, (ii) make loans or advances to the Company or any Subsidiary of the
Company and (iii) transfer any of its property or assets to the Company;
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 contained in Section
9.04(l) of the Credit Agreement or in the definition of Canadian Government
Financing, the Required Banks hereby waive compliance by MAS with the
requirement that Canadian Government Financing shall not be guaranteed by the
Company or any of its Subsidiaries, solely to the extent necessary to permit the
Indebtedness incurred by MAS under the MAS Loan Agreement to satisfy the
provisions of Section 9.04(l) of the Credit Agreement;
2. Notwithstanding anything to the contrary contained in Section 9.04
of the Credit Agreement, the Required Banks hereby agree that the Company and
Menasco shall be permitted to guarantee the Indebtedness incurred by MAS
pursuant to the MAS Loan Agreement, so long as such Indebtedness does not exceed
CDN$3,000,000 in the aggregate at any time.
3. Notwithstanding anything to the contrary contained in Section 9.11
of the Credit Agreement, the Required Banks hereby waive compliance by MAS with
the restrictions contained in Section 9.11 of the Credit Agreement, solely to
the extent necessary to permit MAS to comply with the provisions of Article 10.1
of the MAS Loan Agreement.
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) both before and after giving effect to this
Waiver.
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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 by way of facsimile) the same to the Administrative Agent at the
Notice Office.
9. From and after the Waiver 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 modified hereby.
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IN WITNESSES WHEREOF, each of the parties hereto has caused a
counterpart of this Waiver to be duly executed and delivered as of the date
first above written.
COLTEC INDUSTRIES INC
By /s/ Paul Schoen
----------------------------
Title: Executive Vice
President-Finance and
Treasurer
BANKERS TRUST COMPANY,
Individually, and as
Administrative Agent
By /s/ Mary Kay Coyle
----------------------------
Title: Vice President
THE BANK OF MONTREAL,
Individually and as Co-Agent
By /s/ Glen A. Pole
----------------------------
Title: Director
THE BANK OF NOVA SCOTIA,
Individually, and as Co-Agent
By /s/ Stephen E. Lockhart
----------------------------
Title: Senior Manager
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CREDIT LYONNAIS NEW YORK
BRANCH, Individually and as
Co-Agent
By /s/ Mark Campellone
----------------------------
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, New York Branch,
Individually, and as
Co-Agent
By /s/ Junri Oda
----------------------------
Title: Senior Vice President
and Senior Manager
CIBC, INC.
By /s/ Timothy E. Doyle
----------------------------
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Nancy F. Hawkins
----------------------------
Title: Group Vice President
By /s/ David A. Mandell
----------------------------
Title: Vice President
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COMERICA BANK
By /s/ Martin G. Ellis
----------------------------
Title: Assistant Vice
President
THE SUMITOMO BANK, LIMITED
By /s/ Yoshinori Kawamura
----------------------------
Title: Joint General Manager
BANK OF AMERICA ILLINOIS
By /s/ George Poon
----------------------------
Title: Vice President
SOCIETY NATIONAL BANK
By /s/ Peter D. Moore
----------------------------
Title: Vice President
CHEMICAL BANK
By
----------------------------
Title:
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BARCLAYS BANK PLC, NEW YORK
BRANCH
By
----------------------------
Title:
ROYAL BANK OF SCOTLAND
By /s/ David Dougan
----------------------------
Title: Vice President
THE BANK OF NEW YORK
By /s/ William Kerr
----------------------------
Title: Vice President
THE BANK OF TOKYO TRUST
COMPANY
By /s/ Neal Hoffson
----------------------------
Title: Vice President
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BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ David Kopp
----------------------------
Title: Vice President
By /s/ Peter Harris
----------------------------
Title: Vice President
BANQUE PARIBAS
By
----------------------------
Title:
By
----------------------------
Title:
THE CHASE MANHATTAN BANK, N.A.
By
----------------------------
Title:
COMMONWEALTH BANK OF AUSTRALIA
By
----------------------------
Title:
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EATON VANCE PRIME RATE
RESERVES
By
----------------------------
Title:
THE FUJI BANK, LIMITED,
New York Branch
By
----------------------------
Title:
GIROCREDIT BANK, New York
Branch
By____________________________
Title:
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THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED, NEW
YORK BRANCH
By /s/ Rene O. LeBlanc
----------------------------
Title: Deputy General
Manager
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By
----------------------------
Title:
THE NIPPON CREDIT BANK, LTD.,
New York Branch
By /s/ Evan Klein
----------------------------
Title: Assistant Vice
President
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UNION BANK OF FINLAND LIMITED,
Grand Cayman Branch
By /s/ Pentti Mansukoski
----------------------------
Title: Senior Vice President
By /s/ Eric I. Mann
----------------------------
Title: Vice President
VAN KAMPEN MERRITT PRIME
RATE INCOME TRUST
By
----------------------------
Title:
ARAB BANKING CORP.
By /s/ Louise Bilbro
----------------------------
Title: Vice President
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BAHRAIN MIDDLE EAST BANK E.C.
New York Agency
By
----------------------------
Title:
By
----------------------------
Title:
BANK OF IRELAND
By /s/ Randolph Ross
----------------------------
Title: Vice President
BANK OF SCOTLAND
By /s/ Catherine M. Oniffey
----------------------------
Title: Vice President
MERRILL LYNCH PRIME FUND INC.
By
----------------------------
Title:
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MERRILL LYNCH PRIME RATE
PORTFOLIO BY MERRILL LYNCH
INVESTMENT MANAGEMENT, INC., as
investment advisor
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
----------------------------
Title:
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TOKYO TRUST AND BANKING
COMPANY, LTD. New York Branch
By
----------------------------
Title:
TRAVELERS INSURANCE COMPANY
By
----------------------------
Title:
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