THIRD 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
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
March 30, 1999
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Third
Amendment") made as of March 30, 1999, to that certain Credit Agreement dated
as of August 30, 1996 as amended by the First Amendment to Credit Agreement
dated as of August 31, 1997 and the Second Amendment to Credit Agreement dated
as of March 24, 1998 (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, 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 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 Definitions. Section 1.1 of the
Existing Agreement is hereby amended such that the following definition shall
be added thereto in the appropriate alphabetical order:
"ATI Funding" means ATI Funding Corporation, a
Delaware corporation.
"Teledyne Industries" means Teledyne Industries,
Inc., a California corporation.
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"Third Amendment" means the Third Amendment to
Credit Agreement among the Borrower, the Lenders, the Managing Agents
and the Agent dated as of March 30, 1999.
"Third Amendment Effective Date" shall mean
March 30, 1999.
Section 1.02. Amendment to Section 4.11. Section 4.11 of the
Existing Agreement is amended and restated in its entirety to read as follows:
Section 4.11 Ownership of ALC, ATI, OREMET, Teledyne Industries and
TI. On and after the Third Amendment Effective Date (i) the Borrower
shall be the legal and beneficial owner of and shall retain all voting
rights relating to all of the issued and outstanding capital stock of
ATI Funding and (ii) ATI Funding shall be the legal and beneficial
owner of and shall retain all voting rights relating to all of the
issued and outstanding capital stock of each of ALC and OREMET. Until
such time as TI merges with and into the Borrower in accordance with
the terms of Section 5.6, the Borrower shall be the legal and
beneficial owner of and shall retain all voting rights relating to all
of the issued and outstanding capital stock of TI. Upon the merger of
TI with and into the Borrower in accordance with the terms of Section
5.6 with the Borrower being the surviving Person, the Borrower shall
be the legal and beneficial owner of and thereafter during the term
hereof shall retain all voting rights relating to all of the issued
and outstanding capital stock of Teledyne Industries.
Section 1.03. No Other Amendments or Waivers. The amendments
to the Existing Agreement set forth in Sections 1.01 and 1.02 inclusive above
do not either implicitly or explicitly alter, waive or amend, except as
expressly provided in this Third Amendment, the provisions of the Existing
Agreement. The amendments set forth in Sections 1.01 and 1.02 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 Third 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 Third 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
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hereof such representations and warranties shall be deemed to extend to and
cover this Third Amendment.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01. Conditions Precedent. Each of the following
shall be a condition precedent to the effectiveness of this Third Amendment:
(i) The Lenders shall have received, on or before the Third
Amendment Effective Date, duly executed counterpart originals of this Third
Amendment.
(ii) The following statements shall be true and correct on
the Third 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 Third Amendment and in the
other Loan Documents are true and correct on and as of the Third 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 Third 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 Third 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 Third 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 Third Amendment, but nevertheless all such references shall include
this Third Amendment unless the context requires otherwise. From and after the
Third Amendment Effective Date, all references in the Existing Agreement and
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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 Third Amendment may be
executed in different counterparts, each of which when executed by the Borrower
and a Lender shall be regarded as an original, and all such counterparts shall
constitute one Third 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 THIRD 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 Third Amendment are for purposes of reference only and shall not be deemed
to be a part hereof.
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IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Third Amendment to be duly executed by
their proper and duly authorized officers the day first above written.
ALLEGHENY TELEDYNE INCORPORATED
/s/ R. S. Park
By______________________________________
R. S. Park
Name____________________________________
Vice President, Treasurer
Title___________________________________
PNC BANK, NATIONAL ASSOCIATION, BANK OF AMERICA NATIONAL
as Lender, Managing Agent and Agent TRUST AND SAVINGS ASSOCIATION, as Lender
and Managing Agent
/s/ David B. Gookin /s/ Lisa S. Donoghue
By_______________________________ By______________________________________
David B. Gookin Lisa S. Donoghue
Name_____________________________ Name____________________________________
Vice President Senior Vice President
Title____________________________ Title___________________________________
THE CHASE MANHATTAN BANK, MELLON BANK, N.A.,
as Lender and Managing Agent as Lender and Managing Agent
/s/ James H. Ramage /s/ Peter K. Lee
By_______________________________ By______________________________________
James H. Ramage Peter K. Lee
Name_____________________________ Name____________________________________
Vice President Vice President
Title____________________________ Title___________________________________
THE BANK OF NEW YORK MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
/s/ Robert J. Joyce /s/ Robert Bottamedi
By_______________________________ By______________________________________
Robert J. Joyce Robert Bottamedi
Name_____________________________ Name____________________________________
Vice President Vice President
Title____________________________ Title___________________________________
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[CONTINUATION OF SIGNATURE PAGE]
NATIONSBANK, N.A. THE TORONTO-DOMINION BANK
/s/ Lisa S. Donoghue
By_______________________________ By______________________________________
Lisa S. Donoghue
Name_____________________________ Name____________________________________
Senior Vice President
Title____________________________ Title___________________________________
BANK OF TOKYO-MITSUBISHI TRUST FIRST UNION NATIONAL BANK, COMPANY
Successor by merger to CoreStates
Bank, NA
/s/ Stephanie B. Geesey /s/ Donna J. Emhart
By_______________________________ By______________________________________
Stephanie B. Geesey Donna J. Emhart
Name_____________________________ Name____________________________________
Vice President Vice President
Title____________________________ Title___________________________________
THE FIRST NATIONAL BANK OF NATIONAL CITY BANK OF PENNSYLVANIA
CHICAGO
/s/ Kenneth J. Kramer /s/ Michael A. Heinricher
By_______________________________ By______________________________________
Kenneth J. Kramer Michael A. Heinricher
Name_____________________________ Name____________________________________
Vice President Assistant Vice President
Title____________________________ Title___________________________________
UBS AG Stamford Branch, a successor to
THE FUJI BANK LIMITED, NEW YORK UNION BANK OF SWITZERLAND, NEW YORK
BRANCH BRANCH
/s/ Paul R. Morrison
By_______________________________ By______________________________________
Paul R. Morrison
Name_____________________________ Name____________________________________
Executive Director
Title____________________________ Title___________________________________
/s/ Harry Welten
By______________________________________
Harry Welten
Name____________________________________
Assistant Vice President
Title___________________________________
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