FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT (the "Amendment"), dated as of March 11, 1997, is by
and among ALLIANCE CAPITAL MANAGEMENT L.P. (the "Borrower"), the lenders listed
on the signature pages hereto (the "Banks"), THE FIRST NATIONAL BANK OF BOSTON,
as administrative agent for the Bank (the "Administrative Agent"), NATIONSBANK,
N.A. (SOUTH), as syndication agent (the "Syndication Agent"), and THE FIRST
NATIONAL BANK OF BOSTON and NATIONSBANK, N.A. (SOUTH), as co-agents for the
Banks (the "Co-Agents").
WHEREAS, the Borrower, the Banks, the Administrative Agent, the Syndication
Agent and the Co-Agents are parties to that certain Revolving Credit Agreement,
dated as of February 23, 1996 (the "Credit Agreement"); and
WHEREAS, the Borrower, the Banks, the Administrative Agent, the Syndication
Agent and the Co-Agents have agreed, subject to the terms and conditions set
forth herein, to amend certain provisions of the Credit Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. CERTAIN DEFINED TERMS. Capitalized terms which are used
herein without definition and which are defined in the Credit Agreement shall
have the same meanings herein as in the Credit Agreement.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT. Subject to Section 5 hereof,
the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the
terms "Judgment Notice", "Judgment Suspension Period", "Major Judgment" and "Put
Notice" where they appear therein.
(b) Section 3.2.3 of the Credit Agreement is hereby amended by deleting
such section in its entirety.
(c) Section 4.2(b) of the Credit Agreement is hereby amended by deleting
therefrom the phrase "and Section 3.2.3".
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(d) Section 12.1(c) of the Credit Agreement is hereby amended by deleting
therefrom the phrase ", or the Borrower shall fail to make timely delivery of a
Judgment Notice as required pursuant to Section 3.2.3".
(e) Section 13 of the Credit Agreement is hereby amended by deleting
"3.2.3" where it appears in the twenty-second line thereof.
(f) Section 19 of the Credit Agreement is hereby amended by deleting the
phrase "(x) the Borrower agrees that any Judgment Notice shall only be delivered
by overnight courier, or by telecopy and confirmed by overnight courier, and
(y)" from the last paragraph of such section.
SECTION 3. AFFIRMATION BY THE BORROWER. The Borrower hereby ratifies
and confirms all of the Obligations, including, without limitation, the
Revolving Credit Loans, and the Borrower hereby affirms its absolute and
unconditional promise to pay to the Banks the Revolving Credit Loans and all
other amounts due under the Credit Agreement as amended hereby.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants as follows:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Borrower and its Subsidiaries contained in the Credit Agreement and the
other Loan Documents were true and correct as of the date as of which they were
made and, except with respect to the representation and warranty set forth in
Section 6.5 of the Credit Agreement, are true and correct in all material
respects on the date hereof (except (i) to the extent that such representations
and warranties expressly relate to a prior date, in which case they were true
and correct in all material respects as of such earlier date, and (ii) to the
extent of changes resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes occurring in the
ordinary course of business that singly or in the aggregate are not materially
adverse to the Borrower and its Consolidated Subsidiaries taken as a whole).
(b) ENFORCEABILITY. The execution and delivery by the Borrower of this
Amendment and the performance by the Borrower of this Amendment and the Credit
Agreement, as amended hereby, are within the partnership powers of the Borrower
and have been duly authorized by all necessary partnership proceedings on the
part of the Borrower. Each of the Amendment and the Credit Agreement, as
amended hereby, are valid and legally binding obligations of the Borrower,
enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditors' rights in general and by general principles of
equity, regardless of whether enforcement is sought in a Proceeding in equity or
at law.
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(c) NO DEFAULT. No Default or Event of Default has occurred and is
continuing and neither the execution nor the delivery of this Amendment or the
consummation of transactions contemplated hereby will result in a Default or an
Event of Default.
SECTION 5. EFFECTIVENESS. This Amendment shall become effective upon
satisfaction of each of the following conditions precedent:
(a) DELIVERY. The Borrower, each of the Banks, each of the Co-Agents, the
Administrative Agent and the Syndication Agent shall have executed and delivered
this Amendment.
(b) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Amendment and all documents incident hereto
shall be satisfactory in form and substance to the Co-Agents, and the Co-Agents
shall have received all information and such counterpart originals or certified
or other copies of such documents as the Co-Agents may reasonably request.
SECTION 6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of
the parties hereto that the Credit Agreement, as amended hereby, shall continue
in full force and effect, and that this Amendment and such Credit Agreement
shall be read and construed as one instrument.
(b) This Amendment shall be construed according to and governed by the
laws of the State of New York.
(c) This Amendment may be executed in any number of counterparts, but all
such counterparts shall together constitute but one instrument. In making proof
of this Amendment it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought.
(d) The Borrower hereby agrees to pay to the Administrative Agent, on
demand by the Administrative Agent, all reasonable out-of-pocket costs and
expenses incurred or sustained by the Administrative Agent in connection with
the preparation of this Amendment and the documents referred to herein
(including reasonable legal fees).
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
BORROWER: ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, General Partner
By: /s/ Anne S. Drennan
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Name: Anne S. Drennan
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Title: Senior Vice President and Treasurer
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ADMINISTRATIVE THE FIRST NATIONAL BANK OF BOSTON
AGENT:
By: /s/ Carol A. Clark
------------------
Name: Carol A. Clark
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Title: Managing Director
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SYNDICATION NATIONSBANK, N.A. (SOUTH)
AGENT:
By: /s/ Ronald A. Blissett, Jr.
---------------------------
Name: Ronald A. Blissett, Jr.
-----------------------
Title: Officer
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CO-AGENTS: THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Carol A. Clark
------------------
Name: Carol A. Clark
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Title: Managing Director
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NATIONSBANK, N.A. (SOUTH)
By: /s/ Ronald A. Blissett, Jr.
---------------------------
Name: Ronald A. Blissett, Jr.
-----------------------
Title: Officer
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BANKS: THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Carol A. Clark
------------------
Name: Carol A. Clark
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Title: Managing Director
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NATIONSBANK, N.A. (SOUTH)
By: /s/ Ronald A. Blissett, Jr.
---------------------------
Name: Ronald A. Blissett, Jr.
-----------------------
Title: Officer
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ABN AMRO BANK N.V.
New York Branch
By: /s/ Stella Milano
-----------------
Name: Stella Milano
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Title: Group Vice President
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By: /s/ David Eastep
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Name: David Eastep
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Title: Assistant Vice President
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THE BANK OF NEW YORK
By: /s/ Lee B Stephens
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Name: Lee B. Stephens
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Title: Vice President
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THE CHASE MANHATTAN BANK AS SUCCESSOR
TO CHEMICAL BANK
By: /s/ Roger Parker
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Name: Roger Parker
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Title: Vice President
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CITIBANK, N.A.
By: /s/ Yussur Abrar
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Name: Yussur Abrar
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Title: Vice President
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MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Ann E. Darby
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Name: Ann E. Darby
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Title: Vice President
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