ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of August 22, 1997
by and among ABN AMRO BANK N.V., as agent (the "Transferor Lender"), THE
TORONTO-DOMINION BANK (the "Purchasing Lender"), and PNC BANK, NATIONAL
ASSOCIATION, as the Documentation and Administrative Agent for the Lenders
under the Credit Agreement described below (in such capacity the "Agent").
WITNESSETH:
WHEREAS, this Assignment and Assumption Agreement is being
executed and delivered in accordance with Subsection 9.6a of that certain
Credit Agreement dated as of August 30, 1996 by and among the Borrower, the
Lenders party thereto, the Managing Agents party thereto and the Agent (the
Credit Agreement together with the exhibits and schedules thereto and all
amendments, modifications, extensions, renewals, substitutions and
replacements thereto and thereof is hereinafter referred to as the
"Agreement");
WHEREAS, the Purchasing Lender wishes to become a party to the
Agreement and assume the rights, obligations and commitments of a Lender
thereunder; and
WHEREAS, the Transferor Lender wishes to sell and assign to the
Purchasing Lender all of the Transferor Lender's rights, obligations,
commitments and Loans under the Agreement.
NOW, THEREFORE, in consideration of mutual promises contained
herein and other valuable consideration and with the intent to be legally
bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein as defined terms which
are not defined herein but which are defined in the Agreement shall have the
same meanings herein as given to them in the Agreement unless the context
clearly indicates otherwise.
2. Upon receipt by the Agent of four (4) counterparts of this
Assignment and Assumption Agreement which have been executed by the
Transferor Lender, the Purchasing Lender and the Agent and to each of which
is attached a fully completed Schedule I, the Agent will complete, execute
and deliver to the Borrower, the Transferor Lender, the Purchasing Lender and
the remaining Lenders, a Transfer Effective Notice substantially in the form
of Schedule II to this Assignment and Assumption Agreement (a "Transfer
Effective Notice"). Such Transfer Effective Notice shall set forth, inter
alia, the date on which the transfer affected by this Assignment and
Assumption Agreement shall become effective (the "Transfer Effective Date").
3. Effective upon the opening of business of the Agent on the
Transfer Effective Date, the Transferor Lender hereby sells, assigns,
delegates and transfers to the Purchasing Lender, without recourse and
without any representations or warranties except as set forth in paragraph 9
hereof, and the Purchasing Lender hereby buys, assumes and accepts, all of
the Transferor Lender' s rights, as set forth in item 2 of Schedule I hereto
in (i) the Transferor Lender's Revolving Credit Commitment, (ii) the
principal of, and all accrued and unpaid interest on, all outstanding Loans
of the Transferor Lender, (iii) all accrued but unpaid Fees owing to the
Transferor Lender under the Agreement and the other Loan Documents and (iv)
all of the Transferor Lender's other rights (including voting rights),
interests, duties, liabilities and obligations under the Agreement and the
other Loan Documents.
4. On the Transfer Effective Date, the Purchasing Lender shall
pay to the Agent at or before 12:00 Noon (Eastern time), in immediately
available funds, an amount equal to the principal of all outstanding Loans
being sold by the Transferor Lender to the Purchasing Lender. The Agent
shall pay such amount to the Transferor Lender, in immediately available
funds, on the Transfer Effective Date. The principal amount paid by the
Purchasing Lender to the Agent is referred to hereinafter as the "Purchase
Price". On and after the Transfer Effective Date, the Agent shall begin to
calculate interest on the outstanding Loans and all Fees under the Agreement
and the other Loan Documents which are owed to the Transferor Lender and the
Purchasing Lender, based on the Transferor Lender's and the Purchasing
Lender's Commitment Percentages set forth in items 3 and 4 of Schedule I
hereto.
5. From and after the Transfer Effective Date, (i) the
Purchasing Lender (A) shall be a Lender party to the Agreement, (B) subject
to the terms thereof, and to the extent provided in this Assignment and
Assumption Agreement, shall have the rights, interests, liabilities, duties
and obligations of the Transferor Lender thereunder and under the Loan
Documents and (C) shall have a Revolving Credit Commitment and Commitment
Percentage as set forth opposite the Purchasing Lender's name in item 3 of
Schedule I hereto and (ii) the Transferor Lender (A) shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish such rights
and interests and be released from such liabilities, duties and obligations
under the Agreement and the other Loan Documents as shall have been assigned
to the Purchasing Lender hereunder and (B) shall have the reduced Revolving
Credit Commitment and Commitment Percentage as set forth opposite the
Transferor Lender's name in item 4 of Schedule I hereto.
6. The Transferor Lender has made arrangements with the
Purchasing Lender with respect to (i) the amount, if any, to be paid, and the
date or dates for payment, by the Transferor Lender to such Purchasing Lender
of any Fees heretofore received by the Transferor Lender pursuant to the
Agreement or any other Loan Document prior to the Transfer Effective Date and
(ii) the amount, if any, to be paid, and the date or dates for payment, by
such Purchasing Lender to the Transferor Lender of Fees or interest received
by such Purchasing Lender pursuant to the Agreement or any other Loan
Document from and after the Transfer Effective Date. Any such amount is in
addition to the Purchase Price.
7. (i) All principal payments that would otherwise be payable
from and after the Transfer Effective Date to or for the account of the
Transferor Lender pursuant to the Agreement and the Notes payable to the
Transferor Lender shall instead be payable to or for the account of the
Transferor Lender and the Purchasing Lender in accordance with their
respective interests as reflected in this Assignment and Assumption Agreement
and on Schedule I hereto.
(ii) All interest, Fees and other amounts that would
otherwise accrue for the account of the Transferor Lender from and after the
Transfer Effective Date pursuant to the Agreement, the Notes payable to the
Transferor Lender or the other Loan Documents shall instead accrue for the
account of, and be payable to, the Transferor Lender and the Purchasing
Lender in accordance with their respective interests as reflected in this
Assignment and Assumption Agreement and on Schedule I hereto.
8. As soon as possible after the Agent has received from the
Transferor Lender the existing Notes payable to the Transferor Lender and
after the Borrower has executed and delivered to the Agent new Notes, the
Agent shall deliver to the Purchasing Lender a Revolving Credit Note payable
to the order of the Purchasing Lender in a principal amount equal to the
Revolving Credit Commitment of the Purchasing Lender set forth in item 3 of
Schedule I hereto and a Bid Rate Note.
9. Each of the Transferor Lender and the Purchasing Lender
represents and warrants to the other that (i) it has full power and legal
right to execute and deliver this Assignment and Assumption Agreement and to
perform the provisions of this Assignment and Assumption Agreement, (ii) the
execution, delivery and performance of this Assignment and Assumption
Agreement have been authorized by all necessary corporate action and (iii)
this Assignment and Assumption Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
10. By executing and delivering this Assignment and Assumption
Agreement, the Transferor Lender and the Purchasing Lender confirm to and
agree with each other, the Agent and the other Lenders as follows: (i) except
as set forth in paragraph 9 immediately above, the Transferor Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Agreement or any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto;
(ii) the Transferor Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any
of the Lenders or the performance or observance by the Borrower or any of the
Lenders of any of their respective obligations under the Agreement, the other
Loan Documents or any other instrument or document furnished pursuant
thereto; (iii) the Purchasing Lender confirms that it has received a copy of
the Agreement, together with copies of the financial statements delivered to
the Agent pursuant to Section 3.5 and Section 4.2 of the Agreement, if any,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption Agreement; (iv) the Purchasing Lender has not relied upon and will
continue independently and without reliance upon the Agent, the Transferor
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, make its own credit decision in taking or
not taking action under the Agreement and the other Loan Documents; (v) the
Purchasing Lender appoints and authorizes the Agent to take such action on
its behalf and to exercise such powers under the Agreement and the other Loan
Documents as are delegated to the Agent by the terms of the Agreement and the
other Loan Documents, together with such powers as are reasonably incidental
thereto, all in accordance with Article VIII of the Agreement and in certain
other Loan Documents; and (vi) the Purchasing Lender agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Agreement and the other Loan Documents are required to be
performed by it as a Lender.
11. Each of the parties to this Assignment and Assumption
Agreement agrees that, at any time and from time to time upon the written
request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may
reasonably request in order to effect the purposes of this Assignment and
Assumption Agreement.
12. As of the Transfer Effective Date, the Agreement shall be
deemed to be amended (i) to make the Purchasing Lender a Lender for all
purposes of the Agreement and the other Loan Documents and (ii) to adjust the
Revolving Credit Commitment and Commitment Percentage of the Transferor
Lender to zero at which point the Transferor Lender shall cease to be a
Lender, and (iii) to provide for a Revolving Credit Commitment and Commitment
Percentage for the Purchasing Lender, all as set forth on Schedule I hereto.
13. Schedule I hereto sets forth in items 3 and 4 thereof the
Revolving Credit Commitment and Commitment Percentage of the Purchasing
Lender and the revised Revolving Credit Commitment and Commitment Percentage
of the Transferor Lender, and sets forth in item 2 certain administrative
information with respect to the Purchasing Lender.
14. The Agent hereby waives the service fee referred to in
item (iv) of Subsection 9.6 of the Agreement.
15. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT REFERENCE TO THE PROVISIONS THEREOF REGARDING CONFLICTS
OF LAW.
16. This Assignment and Assumption Agreement may be executed in
as many counterparts as shall be convenient, each of which, when executed by
the Transferor Lender, the Purchasing Lender or the Agent shall be regarded
as an original.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the date first above written.
ABN AMRO BANK N.V.
By /s/ J. M. Janovsky
Name J. M. Janovsky
Title Group Vice President
By /s/ Gregory Amoroso
Name Gregory Amoroso
Title Vice President
THE TORONTO-DOMINION BANK
By /s/ David G. Parker
Name David G. Parker
Title Mgr. Cr. Admin.
PNC BANK, NATIONAL
ASSOCIATION,
as Agent for the Lenders
By /s/ Lawrence D. Jacobs
Name Lawrence D. Jacobs
Title Vice President
Consented to this 22nd day
of August, 1997
ALLEGHENY TELEDYNE INCORPORATED
By /s/ R. S. Park
Name R. S. Park
Title Vice President, Treasurer
SCHEDULE I TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
1. TRANSFEROR BANK Existing Revolving
Credit Commitment: $25,000,000
Existing Pro Rata
Share: 5%
2. PURCHASING BANK Amount of Revolving
Credit Commitment
being purchased: $25,000,000
Address of Purchasing Bank for notice purposes:
The Toronto-Dominion Bank
_________________________
_________________________
Address for Euro-Rate funding, if different from above:
___________________________
___________________________
___________________________
Attention: ________________
Telephone: (___) ___-____
Telecopier: (___) ___-____
Telex: # __________
3. PURCHASING BANK Revolving Credit
Commitment: $25,000,000
New Pro Rata Share: 5%
4. TRANSFEROR BANK Revised Revolving
Credit Commitment: $ 0
Revised Pro Rata
Share: 0%
SCHEDULE II TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
Transfer Effective Notice
TO: The Borrowers, the Transferor Bank, the Purchasing Bank and each
other Bank
The undersigned, the Agent pursuant to the Credit Agreement dated
as of August 30, 1996, as amended by and among Allegheny Teledyne
Incorporated, as the Borrower, the Lenders, the Managing Agents thereunder,
and PNC Bank, National Association, as the Documentation and Administrative
Agent, acknowledges receipt of fully executed counterparts of an Assignment
and Assumption Agreement, as described in Schedule I attached hereto.
Pursuant to such Assignment and Assumption Agreement, you are advised that
the Transfer Effective Date will be [August 14, 1997].
Capitalized terms used in this Transfer Effective Notice as
defined terms shall have the meanings given them in the above-referenced
Assignment and Assumption Agreement.
Dated as of ______________.
PNC BANK, NATIONAL ASSOCIATION, as Agent
for the Lenders and the Managing Agents
By
Name:
Title:
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of August 22, 1997
by and among FIRST UNION NATIONAL BANK OF NORTH CAROLINA (the "Transferor
Lender"), CORESTATES BANK, N.A. (the "Purchasing Lender"), and PNC BANK,
NATIONAL ASSOCIATION, as the Documentation and Administrative Agent for the
Lenders under the Credit Agreement described below (in such capacity the
"Agent").
WITNESSETH:
WHEREAS, this Assignment and Assumption Agreement is being
executed and delivered in accordance with Subsection 9.6a of that certain
Credit Agreement dated as of August 30, 1996 by and among the Borrower, the
Lenders party thereto, the Managing Agents party thereto and the Agent (the
Credit Agreement together with the exhibits and schedules thereto and all
amendments, modifications, extensions, renewals, substitutions and
replacements thereto and thereof is hereinafter referred to as the
"Agreement");
WHEREAS, the Purchasing Lender wishes to become a party to the
Agreement and assume the rights, obligations and commitments of a Lender
thereunder; and
WHEREAS, the Transferor Lender wishes to sell and assign to the
Purchasing Lender all of the Transferor Lender's rights, obligations,
commitments and Loans under the Agreement.
NOW, THEREFORE, in consideration of mutual promises contained
herein and other valuable consideration and with the intent to be legally
bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein as defined terms which
are not defined herein but which are defined in the Agreement shall have the
same meanings herein as given to them in the Agreement unless the context
clearly indicates otherwise.
2. Upon receipt by the Agent of four (4) counterparts of this
Assignment and Assumption Agreement which have been executed by the
Transferor Lender, the Purchasing Lender and the Agent and to each of which
is attached a fully completed Schedule I, the Agent will complete, execute
and deliver to the Borrower, the Transferor Lender, the Purchasing Lender and
the remaining Lenders, a Transfer Effective Notice substantially in the form
of Schedule II to this Assignment and Assumption Agreement (a "Transfer
Effective Notice"). Such Transfer Effective Notice shall set forth, inter
alia, the date on which the transfer affected by this Assignment and
Assumption Agreement shall become effective (the "Transfer Effective Date").
3. Effective upon the opening of business of the Agent on the
Transfer Effective Date, the Transferor Lender hereby sells, assigns,
delegates and transfers to the Purchasing Lender, without recourse and
without any representations or warranties except as set forth in paragraph 9
hereof, and the Purchasing Lender hereby buys, assumes and accepts, all of
the Transferor Lender' s rights, as set forth in item 2 of Schedule I hereto
in (i) the Transferor Lender's Revolving Credit Commitment, (ii) the
principal of, and all accrued and unpaid interest on, all outstanding Loans
of the Transferor Lender, (iii) all accrued but unpaid Fees owing to the
Transferor Lender under the Agreement and the other Loan Documents and (iv)
all of the Transferor Lender's other rights (including voting rights),
interests, duties, liabilities and obligations under the Agreement and the
other Loan Documents.
4. On the Transfer Effective Date, the Purchasing Lender shall
pay to the Agent at or before 12:00 Noon (Eastern time), in immediately
available funds, an amount equal to the principal of all outstanding Loans
being sold by the Transferor Lender to the Purchasing Lender. The Agent
shall pay such amount to the Transferor Lender, in immediately available
funds, on the Transfer Effective Date. The principal amount paid by the
Purchasing Lender to the Agent is referred to hereinafter as the "Purchase
Price". On and after the Transfer Effective Date, the Agent shall begin to
calculate interest on the outstanding Loans and all Fees under the Agreement
and the other Loan Documents which are owed to the Transferor Lender and the
Purchasing Lender, based on the Transferor Lender's and the Purchasing
Lender's Commitment Percentages set forth in items 3 and 4 of Schedule I
hereto.
5. From and after the Transfer Effective Date, (i) the
Purchasing Lender (A) shall be a Lender party to the Agreement, (B) subject
to the terms thereof, and to the extent provided in this Assignment and
Assumption Agreement, shall have the rights, interests, liabilities, duties
and obligations of the Transferor Lender thereunder and under the Loan
Documents and (C) shall have a Revolving Credit Commitment and Commitment
Percentage as set forth opposite the Purchasing Lender's name in item 3 of
Schedule I hereto and (ii) the Transferor Lender (A) shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish such rights
and interests and be released from such liabilities, duties and obligations
under the Agreement and the other Loan Documents as shall have been assigned
to the Purchasing Lender hereunder and (B) shall have the reduced Revolving
Credit Commitment and Commitment Percentage as set forth opposite the
Transferor Lender's name in item 4 of Schedule I hereto.
6. The Transferor Lender has made arrangements with the
Purchasing Lender with respect to (i) the amount, if any, to be paid, and the
date or dates for payment, by the Transferor Lender to such Purchasing Lender
of any Fees heretofore received by the Transferor Lender pursuant to the
Agreement or any other Loan Document prior to the Transfer Effective Date and
(ii) the amount, if any, to be paid, and the date or dates for payment, by
such Purchasing Lender to the Transferor Lender of Fees or interest received
by such Purchasing Lender pursuant to the Agreement or any other Loan
Document from and after the Transfer Effective Date. Any such amount is in
addition to the Purchase Price.
7. (i) All principal payments that would otherwise be payable
from and after the Transfer Effective Date to or for the account of the
Transferor Lender pursuant to the Agreement and the Notes payable to the
Transferor Lender shall instead be payable to or for the account of the
Transferor Lender and the Purchasing Lender in accordance with their
respective interests as reflected in this Assignment and Assumption Agreement
and on Schedule I hereto.
(ii) All interest, Fees and other amounts that would
otherwise accrue for the account of the Transferor Lender from and after the
Transfer Effective Date pursuant to the Agreement, the Notes payable to the
Transferor Lender or the other Loan Documents shall instead accrue for the
account of, and be payable to, the Transferor Lender and the Purchasing
Lender in accordance with their respective interests as reflected in this
Assignment and Assumption Agreement and on Schedule I hereto.
8. As soon as possible after the Agent has received from the
Transferor Lender the existing Notes payable to the Transferor Lender and
after the Borrower has executed and delivered to the Agent new Notes, the
Agent shall deliver to the Purchasing Lender a Revolving Credit Note payable
to the order of the Purchasing Lender in a principal amount equal to the
Revolving Credit Commitment of the Purchasing Lender set forth in item 3 of
Schedule I hereto and a Bid Rate Note.
9. Each of the Transferor Lender and the Purchasing Lender
represents and warrants to the other that (i) it has full power and legal
right to execute and deliver this Assignment and Assumption Agreement and to
perform the provisions of this Assignment and Assumption Agreement, (ii) the
execution, delivery and performance of this Assignment and Assumption
Agreement have been authorized by all necessary corporate action and (iii)
this Assignment and Assumption Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
10. By executing and delivering this Assignment and Assumption
Agreement, the Transferor Lender and the Purchasing Lender confirm to and
agree with each other, the Agent and the other Lenders as follows: (i) except
as set forth in paragraph 9 immediately above, the Transferor Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Agreement or any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto;
(ii) the Transferor Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any
of the Lenders or the performance or observance by the Borrower or any of the
Lenders of any of their respective obligations under the Agreement, the other
Loan Documents or any other instrument or document furnished pursuant
thereto; (iii) the Purchasing Lender confirms that it has received a copy of
the Agreement, together with copies of the financial statements delivered to
the Agent pursuant to Section 3.5 and Section 4.2 of the Agreement, if any,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption Agreement; (iv) the Purchasing Lender has not relied upon and will
continue independently and without reliance upon the Agent, the Transferor
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, make its own credit decision in taking or
not taking action under the Agreement and the other Loan Documents; (v) the
Purchasing Lender appoints and authorizes the Agent to take such action on
its behalf and to exercise such powers under the Agreement and the other Loan
Documents as are delegated to the Agent by the terms of the Agreement and the
other Loan Documents, together with such powers as are reasonably incidental
thereto, all in accordance with Article VIII of the Agreement and in certain
other Loan Documents; and (vi) the Purchasing Lender agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Agreement and the other Loan Documents are required to be
performed by it as a Lender.
11. Each of the parties to this Assignment and Assumption
Agreement agrees that, at any time and from time to time upon the written
request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may
reasonably request in order to effect the purposes of this Assignment and
Assumption Agreement.
12. As of the Transfer Effective Date, the Agreement shall be
deemed to be amended (i) to make the Purchasing Lender a Lender for all
purposes of the Agreement and the other Loan Documents and (ii) to adjust the
Revolving Credit Commitment and Commitment Percentage of the Transferor
Lender to zero at which point the Transferor Lender shall cease to be a
Lender, and to provide for a Revolving Credit Commitment and Commitment
Percentage for the Purchasing Lender, all as set forth on Schedule I hereto.
13. Schedule I hereto sets forth in items 3 and 4 thereof the
Revolving Credit Commitment and Commitment Percentage of the Purchasing
Lender and the revised Revolving Credit Commitment and Commitment Percentage
of the Transferor Lender, and sets forth in item 2 certain administrative
information with respect to the Purchasing Lender.
14. The Agent hereby waives the service fee referred to in item
(iv) of Subsection 9.6a of the Agreement.
15. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT REFERENCE TO THE PROVISIONS THEREOF REGARDING CONFLICTS
OF LAW.
16. This Assignment and Assumption Agreement may be executed in
as many counterparts as shall be convenient, each of which, when executed by
the Transferor Lender, the Purchasing Lender or the Agent shall be regarded
as an original.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the date first above written.
FIRST UNION NATIONAL BANK
(f/k/a FIRST UNION NATIONAL BANK OF NORTH
CAROLINA)
By /s/ Jane W. Workman
Name Jane W. Workman
Title Senior Vice President
CORESTATES BANK, N.A.
By /s/ Farina Rashid
Name Farina Rashid
Title Commercial Officer
PNC BANK, NATIONAL
ASSOCIATION,
as Agent for the Lenders
By /s/ Lawrence D. Jacobs
Name Lawrence D. Jacobs
Title Vice President
Consented to this 22nd day
of August, 1997
ALLEGHENY TELEDYNE INCORPORATED
By /s/ R. S. Park
Name R. S. Park
Title Vice President, Treasurer
SCHEDULE I TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
1. TRANSFEROR BANK Existing Revolving
Credit Commitment: $25,000,000
Existing Pro Rata
Share: 5%
2. PURCHASING BANK Amount of Revolving
Credit Commitment
being purchased: $25,000,000
Address of Purchasing Bank for notice purposes:
___________________________
___________________________
___________________________
___________________________
Address for Euro-Rate funding, if different from above:
___________________________
___________________________
___________________________
Attention:_________________
Telephone: (___) ___-____
Telecopier: (___) ___-____
Telex: # __________
3. PURCHASING BANK Revolving Credit
Commitment: $25,000,000
New Pro Rata Share: 5%
4. TRANSFEROR BANK Revised Revolving
Credit Commitment: $ 0
Revised Pro Rata
Share: 0%
SCHEDULE II TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
Transfer Effective Notice
TO: The Borrowers, the Transferor Bank, the Purchasing Bank and each
other Bank
The undersigned, the Agent pursuant to the Credit Agreement dated
as of August 30, 1996, as amended by and among Allegheny Teledyne
Incorporated, as the Borrower, the Lenders, the Managing Agents thereunder,
and PNC Bank, National Association, as the Documentation and Administrative
Agent, acknowledges receipt of fully executed counterparts of an Assignment
and Assumption Agreement, as described in Schedule I attached hereto.
Pursuant to such Assignment and Assumption Agreement, you are advised that
the Transfer Effective Date will be August 26, 1997.
Capitalized terms used in this Transfer Effective Notice as
defined terms shall have the meanings given them in the above-referenced
Assignment and Assumption Agreement.
Dated as of ______________.
PNC BANK, NATIONAL ASSOCIATION, as Agent
for the Lenders and the Managing Agents
By
Name:
Title:
FIRST AMENDMENT TO
CREDIT AGREEMENT
Among
ALLEGHENY TELEDYNE INCORPORATED
as the Borrower
THE FINANCIAL INSTITUTIONS PARTY THERETO
as the Lenders
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(formerly Bank of America - Illinois)
THE CHASE MANHATTAN BANK
MELLON BANK, N.A.
and
PNC BANK, NATIONAL ASSOCIATION
as Managing Agents
and
PNC BANK, NATIONAL ASSOCIATION
as the Documentation and Administrative Agent
Dated as of
August 31, 1997
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment")
made as of August 31, 1997 to that certain Credit Agreement dated as of
August 30, 1996 (the Credit Agreement together with the exhibits and
schedules thereto and all modifications, amendments, extensions, renewals,
substitutions or replacements prior to the date hereof, the "Existing
Agreement") among the FINANCIAL INSTITUTIONS listed on the signature pages
hereto and each other financial institution which from time to time becomes a
party hereto in accordance with Section 9.6a (individually a "Lender" and
collectively the "Lenders"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (formerly Bank of America-Illinois), THE CHASE MANHATTAN BANK,
MELLON BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION as Managing Agents
(individually a "Managing Agent" and collectively the "Managing Agents") and
PNC BANK, NATIONAL ASSOCIATION, a national banking association, Documentation
and Administrative Agent for the Lenders (in such capacity the "Agent").
WITNESSETH:
WHEREAS, the Borrower and the initial Lenders, the Managing Agent
and the Agent entered into the Existing Agreement pursuant to which the
Lenders made certain financial accommodations available to the Borrower
including a Revolving Credit Commitment;
WHEREAS, the Borrower has requested that the Lenders, and the
Lenders are willing upon the following terms and conditions, to extend the
Termination Date to August 31, 2002; and
WHEREAS, the Borrower and the Lenders, the Managing Agents and
the Agent desire to amend the Existing Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual premises contained
herein and other good and valuable consideration, the Borrower and the Bank
with the intent to be legally bound hereby, agree that the Existing Agreement
shall be amended as follows:
ARTICLE I
AMENDMENTS TO EXISTING AGREEMENT
Section 1.01. Additional Definition. Section 1.1 of the
Existing Agreement is hereby amended such that the following definition shall
be added thereto in the appropriate alphabetical order:
"First Amendment Effective Date" shall mean August 31, 1997.
Section 1.02. Amended Definitions. Section 1.1 of the Existing
Agreement is hereby amended such that each of the following definition is
amended and restated in its entirety to read as follows:
"Termination Date" shall mean August 31, 2002 or such later date
as is ultimately determined in accordance with Section 2.8 hereof.
Section 1.03. Amendment to Section 5.5. Section 5.5 is hereby
amended by replacing Schedule 5.5 attached to the Existing Agreement with
restated Schedule 5.5 attached to the First Amendment.
Section 1.04. No Other Amendments or Waivers. The amendments to
the Existing Agreement set forth in Sections 1.01 through 1.03 inclusive
above do not either implicitly or explicitly alter, waive or amend, except as
expressly provided in this First Amendment, the provisions of the Existing
Agreement. The amendments set forth in Sections 1.01 through 1.03 hereof do
not waive, now or in the future, compliance with any other covenant, term or
condition to be performed or complied with nor do they impair any rights or
remedies of the Lenders or the Agent under the Existing Agreement with
respect to any such violation. Nothing in this First Amendment shall be
deemed or construed to be a waiver or release of, or a limitation upon, the
Lenders' or the Agents' exercise of any of their respective rights and
remedies under the Existing Agreement and the other Loan Documents, whether
arising as a consequence of any Events of Default which may now exist or
otherwise, and all such rights and remedies are hereby expressly reserved.
ARTICLE II
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
Section 2.01 Incorporation by Reference. As an inducement to
the Lenders to enter into this First Amendment, the Borrower hereby repeats
herein, for the benefit of the Lenders, the representations and warranties
made by the Borrower in Sections 3.1 through 3.15, inclusive, of the Existing
Agreement, as amended hereby, except that for purposes hereof such
representations and warranties shall be deemed to extend to and cover this
First Amendment.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01. Conditions Precedent. Each of the following shall
be a condition precedent to the effectiveness of this First Amendment:
(i) The Lenders shall have received, on or before the First
Amendment Effective Date, duly executed counterpart originals of this First
Amendment.
(ii) The following statements shall be true and correct on the
First Amendment Effective Date:
(A) except to the extent modified in writing by the
Borrower heretofore delivered to the Lenders, the representations and
warranties made pursuant to Section 2.01 of this First Amendment and in the
other Loan Documents are true and correct on and as of the First Amendment
Effective Date as though made on and as of such date in all material respects;
(B) no Event of Default or event which with the giving of
notice or passage of time or both would become an Event of Default has
occurred and is continuing, or would result from the execution of or
performance under this First Amendment;
(C) the Borrower has in all material respects performed
all agreements, covenants and conditions required to be performed on or prior
to the date hereof under the Existing Agreement and the other Loan Documents.
ARTICLE IV
GENERAL PROVISIONS
Section 4.01. Ratification of Terms. Except as expressly
amended by this First Amendment, the Existing Agreement and each and every
representation, warranty, covenant, term and condition contained therein is
specifically ratified and confirmed in all material respects.
Section 4.02. References. All notices, communications,
agreements, certificates, documents or other instruments executed and
delivered after the execution and delivery of this First Amendment in
connection with the Agreement, any of the other Loan Documents or the
transactions contemplated thereby may refer to the Existing Agreement without
making specific reference to this First Amendment, but nevertheless all such
references shall include this First Amendment unless the context requires
otherwise. From and after the First Amendment Effective Date, all references
in the Existing Agreement and each of the other Loan Documents to the
"Agreement" shall be deemed to be references to the Existing Agreement as
amended hereby.
Section 4.03. Counterparts. This First Amendment may be
executed in different counterparts, each of which when executed by the
Borrower and the Bank shall be regarded as an original, and all such
counterparts shall constitute one First Amendment.
Section 4.04. Capitalized Terms. Except for proper nouns and as
otherwise defined herein, capitalized terms used herein as defined terms
shall have the meanings ascribed to them in the Existing Agreement, as
amended hereby.
Section 4.05. Governing Law. THIS FIRST AMENDMENT AND THE
RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO
THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAW.
Section 4.06. Headings. The headings of the sections in this
First Amendment are for purposes of reference only and shall not be deemed to
be a part hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have caused this First Amendment to be duly executed by their
proper and duly authorized officers the day first above written.
ALLEGHENY TELEDYNE INCORPORATED
By /s/ R. S. Park
Name R. S. Park
Title Vice President, Treasurer
PNC BANK, NATIONAL ASSOCIATION, BANK OF AMERICA NATIONAL TRUST AND
as Lender, Managing Agent and Agent SAVINGS ASSOCIATION
as Lender and Managing Agent
By /s/ Lawrence W. Jacobs By /s/ M. A. Detrick
Name Lawrence W. Jacobs Name M. A. Detrick
Title Vice President Title Vice President
THE CHASE MANHATTAN BANK, MELLON BANK, N.A.,
as Lender and Managing Agent as Lender and Managing Agent
By /s/ James H. Ramage By /s/ David Jardini
Name James H. Ramage Name David Jardini
Title Vice President Title Vice President
THE BANK OF NEW YORK MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Robert J. Joyce By /s/ Laura E. Loffredo
Name Robert J. Joyce Name Laura E. Loffredo
Title Vice President Title Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
[CONTINUATION OF SIGNATURE PAGE]
NATIONSBANK, N.A. THE TORONTO-DOMINION BANK
By /s/ Rajesh Sood By /s/ David G. Parker
Name Rajesh Sood Name David G. Parker
Title Vice President Title Mgr. Cr. Admin.
BANK OF TOKYO-MITSUBISHI TRUST CORESTATES BANK, N.A.
COMPANY
By /s/ Donna J. Emhart
By /s/ M. R. Marron Name Donna J. Emhart
Name M. R. Marron Title Vice President
Title Vice President
THE FIRST NATIONAL BANK OF NATIONAL CITY BANK OF
CHICAGO PENNSYLVANIA
By /s/ Christine Davis By /s/ William S. Harris
Name Christine Davis Name William S. Harris
Title Authorized Agent Title Vice President
THE FUJI BANK LIMITED, NEW YORK UNION BANK OF SWITZERLAND,
BRANCH NEW YORK BRANCH
By /s/ Raymond Ventura By /s/ Philippe R. Sandmeier
Name Raymond Ventura Name Philippe R. Sandmeier
Title Vice President and Manager Title Director
By /s/ Hamilton W. Bullard
Name Hamilton W. Bullard
Title Assistant Treasurer