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Exhibit 10(a)(iii)
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of May 31, 1996 among CABOT CORPORATION (the
"Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of January 13, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify the
covenant relating to Investments and to exclude, subject to the terms set forth
below, certain stock repurchases from the calculation of, and otherwise modify
the covenant relating to, Consolidated Tangible Net Worth.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01 of the Agreement. (a) Section 1.01
of the Agreement is amended by inserting, in its appropriate alphabetical
position, the following definition:
"Long-Term Incentive Plans" means the Borrower's Equity Incentive Plan
and the 1996 Equity Incentive Plan.
(b) Section 1.01 of the Agreement is further amended by restating the
definition of "Profit Sharing Plan" in its entirety to read
"Profit Sharing Plan" means the Cabot Retirement Incentive Savings
Plan.
SECTION 3. Amendment of Section 5.08 of the Agreement. (a) Section 5.08
of the Agreement is amended by (i) deleting the figure "$375,931,811" at the
beginning of clause (i) of the section and replacing it with "$500,000,000" and
(ii) deleting the text "September 30, 1993" immediately before the word "plus"
at the end of clause (ii) of the section and replacing it with the text "March
31, 1996".
(b) Section 5.08 of the Agreement is further amended by adding
immediately following the period of the last sentence of that section:
For purposes of this provision, the effects of the following
will be disregarded in calculating Consolidated Tangible Net
Worth:
(a) the dollar amount paid for the stock of the
Borrower repurchased after March 31, 1996 from the Borrower's
employees, to the extent such repurchased stock exceeds the
dollar amount received for stock issued to the Borrower's
employees ("net stock repurchases"), in a maximum aggregate
amount of $50,000,000, in connection with the Borrower's
Long-Term Incentive Plan, provided that no more than
$10,000,000 of net stock repurchases shall be disregarded in
any fiscal year of the Company; and
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(b) repurchases of the stock of the Borrower made
with the proceeds of the disposition or monetization of the
stock of KN Energy, Inc., in a maximum aggregate amount of
$75,000,000, to the extent proceeds of such disposition exceed
any increase in Consolidated Tangible Net Worth as a result of
such disposition or monetization.
SECTION 4. Amendment of Section 5.10 of the Agreement. Section 5.10(a)
of the Agreement is restated in its entirety to read as follows:
(a) Investments in Subsidiaries and Equity Affiliates (including
investments in entities which, as a result of such Investment, become
Subsidiaries or Equity Affiliates) and Investments in KN Energy, Inc. and Aearo
Corporation or any successor to either of such entities, provided that the
Borrower and its Consolidated Subsidiaries may continue to hold Investments in
any entity which was, or is the successor (by merger, acquisition or otherwise)
to a Subsidiary or Equity Affiliate whether or not such entity remains a
Subsidiary or Equity Affiliate and may take and hold Investments in any
affiliate of such a successor received in connection with any such merger,
acquisition or similar transaction.
SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when the Agent shall
have received duly executed counterparts hereof signed by the Borrower and the
Required Banks (or, in the case of any party as to which an executed counterpart
shall not have been received, the Agent shall have received telegraphic, telex
or other written confirmation from such party of execution of a counterpart
hereof by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
CABOT CORPORATION
By /s/ Margaret J. Hanratty
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Title: Vice President and
Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Deborah Brodheim
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Title: Vice President
THE FIRST NATIONAL BANK
OF BOSTON
By /s/ Harvey H. Thayer, Jr.
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Title: Director
CITIBANK, N.A.
By /s/ Gian Paolo Potsios
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Jacques-Yves Mulliez
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Title: Senior Vice President
CREDIT LYONNAIS
CAYMAN ISLAND BRANCH
By /s/ Jacques-Yves Mulliez
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Title: Senior Vice President
ABN AMRO BANK N.V., BOSTON
BRANCH
By: ABN AMRO NORTH AMERICAN,
INC., As Agent
By /s/ Charles J. Wahle
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Title: Assistant Vice
President
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By /s/ Carol A. Levine
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Title: Senior Vice President
and Managing Director
THE CHASE MANHATTAN BANK, N.A.
By /s/ Scott S. Ward
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Title: Vice President
MIDLAND BANK PLC NEW YORK BRANCH
By /s/ Mark J. Rakov
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Title: Authorized Signatory
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By /s/ Robert W. Ramage, Jr.
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Title: Senior Vice President
BROWN BROTHERS HARRIMAN & CO.
By /s/ William J. Whelan, Jr.
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Title: Senior Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Deborah A. Brodheim
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Title: Vice President
60 Wall Street
New York, New York 10260
Attention: Deborah Brodheim
Telex number:
Telecopy number: 212/648-5018
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