EXHIBIT 4.17
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT (the "Second Amendment"), dated as of November 17,
1995, 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, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. On the Second Amendment Effective Date (as hereinafter defined), the
Total Commitment shall (and the parties hereto agree that it shall) be increased
from $415,000,000 to $465,000,000 and the Commitment of each Bank shall on such
date be equal to the respective amounts shown on Schedule I hereto, which on the
Second Amendment Effective Date shall replace existing Schedule I to the Credit
Agreement.
2. Notwithstanding anything to the contrary contained in the Credit
Agreement (including without limitation Section 1.07 thereof), it is hereby
agreed that, during the period from the Second Amendment Effective Date until
the date which is 30 days after the Second Amendment Effective Date, all
Borrowings of Eurodollar Rate Loans which were outstanding on the Second
Amendment Effective Date shall remain outstanding as Loans by the
Banks who originally made such Loans (or their subsequent assigns) and, as a
result, such Loans may not be PRO RATA on the basis of the Commitments of the
Bank as adjusted pursuant to this Second Amendment. On the date of the
expiration of an Interest Period relating to any such outstanding Borrowing of
Eurodollar Rate Loans, if such Borrowing is not to be repaid in full on such
date, the Borrower in coordination with the Agent shall effect such repayments
and reborrowings as are necessary so that any such Borrowing is thereafter made
by the Banks pro rata on the basis of their Commitments as adjusted pursuant to
this Second Amendment. Notwithstanding anything to the contrary contained in
the immediately preceding sentence, not later than the date which is 30 days
after the Second Amendment Effective Date, the Borrower shall, in coordination
with the Agent and Banks, have repaid and, if necessary, incurred additional
Revolving Loans in each case so that on such date the Banks participate in each
Borrowing of Revolving Loans pro rata on the basis of their Commitments as then
in effect (and after giving effect to this Amendment).
3. Notwithstanding anything to the contrary contained in the Credit
Agreement or in this Second Amendment, the sum of (x) the outstanding principal
amount of Loans pursuant to the Credit Agreement, (y) the Letter of Credit
Outstandings pursuant to the Credit Agreement and (z) the amount of all Non-
Facility Letter of Credit Outstandings pursuant to the Credit Agreement shall in
no event exceed $415,000,000 until such time, if any, as the following
conditions are satisfied (as determined in good faith by the Administrative
Agent):
(a) EXECUTION OF AMENDMENT; NOTES. (i) The Second Amendment Effective
Date shall have occurred and (ii) there shall have been delivered to the
Agent for the account of each Bank which has a changed Commitment as a
result of this Amendment a new Revolving Note in the appropriate amount to
reflect such new Commitment and as otherwise provided in the Credit
Agreement.
(b) OPINION OF COUNSEL. The Agent shall have received an opinion
addressed to the Agent, the Collateral Agent and each of the Banks, which
opinion shall cover matters (including without limitation no conflicts with
existing Indebtedness), and shall be in form and substance, satisfactory to
the Agent.
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(c) CORPORATE DOCUMENTS; PROCEEDINGS; ETC. All corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Second Amendment, shall be reasonably
satisfactory in form and substance to the Agent, and the Agent shall have
received all information and copies of all documents and papers, including
records of corporate proceedings, governmental approvals, good standing
certificates and bring-down telegrams or facsimiles, if any, which the
Agent reasonably may have requested in connection therewith, such documents
and papers where appropriate to be certified by proper corporate or
governmental authorities.
(d) MORTGAGES. The Collateral Agent shall have received fully
executed counterparts of amendments (the "Mortgage Amendments"), in form
and substance satisfactory to the Collateral Agent, to each of the
Mortgages, together with evidence that counterparts of each of the Mortgage
Amendments have been delivered to the title company ensuring the Lien on
the existing Mortgages for recording in all places to the extent necessary
or desirable, in the judgment of the Collateral Agent, effectively to
maintain a valid and enforceable first priority mortgage lien on the
Mortgaged Properties in favor of the Collateral Agent for the benefit of
the Secured Creditors, and the Collateral Agent shall have received
endorsements to the existing Mortgage Policies assuring the Collateral
Agent that each Mortgage, after giving effect to the respective Mortgage
Amendment, is a valid and enforceable first priority mortgage lien on the
respective Mortgaged Properties, free and clear of all defects and
encumbrances except Permitted Encumbrances.
(e) CREDIT PARTY ACKNOWLEDGMENTS. The Agent shall have received such
acknowledgments as it may have requested from the Credit Parties, acknowledging
and agreeing that all obligations pursuant to the Credit Agreement (as amended
by this Second Amendment, and with the increase to the Total Commitment
contemplated herein) are entitled to the benefits of the respective Guaranties
and Security Documents executed by them.
(f) EXISTING SENIOR DEBENTURE REDEMPTION. (i) The Existing Senior
Debenture Redemption shall have been effected or (ii) the amount needed to
effect the Existing Senior Debenture
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Redemption is then being drawn pursuant to the Credit Agreement (x) for deposit
with the trustee under the Existing Senior Debenture Indenture for purposes of
effecting the Existing Senior Debenture Redemption or (y) to reimburse the
Borrower for amounts theretofore used by it to effect the Existing Senior
Debenture Redemption.
4. Section 8 of the Credit Agreement is hereby amended by inserting the
following new Section 8.15 immediately following Section 8.16 thereof:
"8.16 REDEMPTION OF EXISTING SENIOR DEBENTURES. On or before
March 31, 1996, the Company shall cause the Existing Senior Debenture
Redemption to have occurred."
5. Section 9.10 of the Credit Agreement is hereby amended by inserting
the following new sub-clause (v) immediately before sub-clause (w) of clause (i)
thereof:
"(v) the Existing Senior Debenture Redemption may be
effected in accordance with the definition thereof contained
herein, so long as, on or before the date of the
consummation thereof, the conditions described in Section 3
of the Second Amendment have been satisfied,".
6. Section 11 of the Credit Agreement is hereby further amended by
inserting the following new definitions in said Section 11 in the appropriate
alphabetical order:
"Existing Senior Debenture Redemption" shall mean the partial
redemption, to occur after December 1, 1995 and on or before March 31, 1996
of a principal amount of $46,407,000 of the Existing Senior Debentures at
105.625% of their principal amount, plus accrued and unpaid interest
thereon.
"Second Amendment" shall mean the Second Amendment to this Agreement,
dated as of November 17, 1995.
7. In order to induce the Banks to enter into this Second Amendment, the
Company hereby (i) makes each of the representations, warranties and agreements
contained in Section 7 of the Credit Agreement, (ii) represents and warrants
that there exists no Default or Event of Default and (iii) represents and
warrants that
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the indebtedness of the Borrower as increased pursuant to the Second Amendment
is permitted by (w) Section 4.04(d) of the Existing Senior Indenture, (x)
Section 3.03(i) of the Senior Note Indenture without regard to the first
parapraph thereof, (y) Section 3.03(i) of the Senior Refinancing Note Indenture
without regard to the first paragraph thereof, and (z) Section 4.03(i) of the
Senior Subordinated Note Indenture without regard to the first paragraph
thereof, in each case on the Second Amendment Effective Date (as defined herein)
both before and after giving effect to this Second Amendment.
8. This Second 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.
9. This Second 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 Company and the Administrative Agent.
10. THIS SECOND 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.
11. This Second Amendment shall become effective on the date (the "Second
Amendment Effective Date") when the Company, the Required Banks and each Bank
whose Commitment is being increased pursuant to this Second Amendment 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.
12. From and after the Second 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 modified hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered as of the
date first above written.
COLTEC INDUSTRIES INC
By ______________________
Title:
BANKERS TRUST COMPANY,
Individually, and as
Administrative Agent
By ______________________
Title:
THE BANK OF MONTREAL,
Individually and as Co-Agent
By ______________________
Title:
THE BANK OF NOVA SCOTIA,
Individually, and as Co-Agent
By ______________________
Title:
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CREDIT LYONNAIS NEW YORK
BRANCH, Individually and as
Co-Agent
By ______________________
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, New York Branch,
Individually, and as
Co-Agent
By ______________________
Title:
CIBC, INC.
By ______________________
Title:
ABN AMRO BANK N.V.
By ______________________
Title:
By ______________________
Title:
7
COMERICA BANK
By ______________________
Title:
THE SUMITOMO BANK, LIMITED
By ______________________
Title:
BANK OF AMERICA ILLINOIS
By ______________________
Title:
SOCIETY NATIONAL BANK
By ______________________
Title:
ROYAL BANK OF SCOTLAND
By ______________________
Title:
8
THE BANK OF NEW YORK
By ______________________
Title:
THE BANK OF TOKYO TRUST
COMPANY
By ______________________
Title:
BANQUE FRANCAISE DU
COMMERCE EXTERIEUR
By_______________________
Title:
By_______________________
Title:
9
BANQUE PARIBAS
By_______________________
Title:
By_______________________
Title:
THE FUJI BANK, LIMITED,
New York Branch
By_______________________
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED, NEW
YORK BRANCH
By ______________________
Title:
THE NIPPON CREDIT BANK, LTD.,
New York Branch
By ______________________
Title:
10
MERITA BANK
By ______________________
Title:
By ______________________
Title:
ARAB BANKING CORP.
By ______________________
Title:
BANK OF IRELAND
By ______________________
Title:
BANK OF SCOTLAND
By ______________________
Title:
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SCHEDULE I
COMMITMENTS
ABN AMRO $ 15,000,000
Arab Banking $ 10,000,000
Bank of Ireland $ 10,000,000
Bank of Montreal $ 21,000,000
Bank of New York $ 33,000,000
Bank of Nova Scotia $ 33,000,000
Bank of Scotland $ 10,000,000
Bank of Tokyo Trust $ 15,000,000
Banque Francais $ 10,000,000
Banque Paribas $ 15,000,000
CIBC $ 20,000,000
Comerica Bank $ 10,000,000
Bank of America III $ 15,000,000
Credit Lyonnais $ 33,000,000
Fuji Bank $ 7,500,000
IBJ $ 33,000,000
LTCBJ $ 25,000,000
Merita Bank $ 5,000,000
Nippon Credit Bank $ 25,000,000
Royal Bank of Scotland $ 5,000,000
Society National $ 25,000,000
Sumitomo $ 15,000,000
BTCo $ 74,500,000
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TOTAL $465,000,000
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