EXHIBIT 10(c)(2)
FIRST AMENDMENT
FIRST AMENDMENT, dated as of November 21, 1996 (the "AMENDMENT") to
the Credit Agreement, dated as of August 23, 1996 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") among Case Credit
Ltd., a company organized under the laws of the Province of Alberta (the
"Borrower"), the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), the co-agent named on the signature pages
thereof (the "Co-Agent"), and The Bank of Nova Scotia, a Canadian chartered bank
(the "Administrative Agent"), as Administrative Agent for the Lenders hereunder.
WITNESSETH:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Majority Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
2. Amendments to Credit Agreement.
(a) Section 2.3 of the Credit Agreement is hereby amended by deleting
the words "at least one day prior to" contained in the proviso of the first
sentence of such section and inserting in lieu thereof the word "on".
(b) Section 3.2 of the Credit Agreement is hereby amended by (i)
deleting the words "one business day prior to" in the third line of subsection
(a) of such section and inserting in lieu thereof the word "on"; and (ii) by
deleting the words "11:00 a.m." in the third line of subsection (a) of such
section and inserting in lieu thereof the words "9:30 a.m."
3. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which the Borrower,
the Administrative Agent and the Majority Lenders shall have executed and
delivered to the Administrative Agent this Amendment.
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4. Representations and Warranties. The representations and
warranties made by the Borrower in the Credit Agreement are true and correct in
all material respects on and as of the Amendment Effective Date, after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date.
5. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement are and
shall remain in full force and effect.
6. Governing Law. This Amendment and the rights and obligations of
the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the Province of Ontario.
7. Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all of the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
CASE CREDIT LTD.
By: "Robert A. Wegner"
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Title: Vice President, CFO and Treasurer
THE BANK OF NOVA SCOTIA,
as Administrative Agent and a Lender
By: "Judy McKay"
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Title: Relationship Manager
By: "David Tyreman"
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Title: Account Officer
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BANK OF AMERICA CANADA
as a Lender
By: "D.B. Linkletter"
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Title: Vice President
By:
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Title:
BANK OF MONTREAL
as a Lender
By: "Michael D. Pincus"
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Title: Managing Director
By:
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Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Co-Agent and a Lender
By: "R.M. Callander"
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Title: Director
By: "Doug Zinkiewich"
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Title: Director
THE CHASE MANHATTAN BANK OF
CANADA,
as a Lender
By: "Owen G. Roberts"
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Title: Vice President
By: "Arun Bery"
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Title: Vice President
CITIBANK CANADA,
as a Lender
By: "Margaret E. Lambert"
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Title: Vice President
By:
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Title:
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FIRST CHICAGO NBD BANK, CANADA,
as a Lender
By: "Colleen Delaney"
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Title: Assistant Vice President
By: "Jeremiah A. Hynes III"
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Title: First Vice President
J.P. MORGAN CANADA,
as a Lender
By: "John Maynard"
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Title: Vice President and Controller
By:
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Title:
ROYAL BANK OF CANADA,
as a Lender
By: "Preston D. Jones"
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Title: Senior Manager, Corporate Banking
By:
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Title:
SAKURA BANK (CANADA),
as a Lender
By: "E.R. Langley"
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Title: Vice President
By:
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Title:
SANWA BANK CANADA,
as a Lender
By: "Shigeki Iwashita"
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Title: Vice President
By:
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Title:
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SOCIETE GENERALE (CANADA),
as a Lender
By: "Duncan Irvine"
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Title: Senior Manager
By: "T.C. Leung"
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Title: Senior Manager
THE SUMITOMO BANK OF CANADA,
as a Lender
By: "Koichi Sasa"
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Title: Senior Vice President
By: "Alfred Lee"
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Title: Vice President
THE TORONTO-DOMINION BANK,
as a Lender
By: "David Pankhurst"
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Title: Manager
By: "John Coombs"
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Title: Vice President