[CONFORMED COPY]
Exhibit 10.17a
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of December 22, 1997 to the Credit Agreement dated
as of December 7, 1995 (the "CREDIT AGREEMENT") among PRAXAIR, INC. (the
"BORROWER"), the BANKS party thereto (the "Banks"), ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (the "DOCUMENTATION AGENT"),
and THE CHASE MANHATTAN BANK, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
modify the conditions to borrowing;
NOW, THEREFORE. the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
deemed herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended
hereby.
SECTION 2. MODIFICATION OF CONDITION TO BORROWING. Section 3.02(d) of
the Credit Agreement is amended to read in its entirety as follows:
(d) if such Borrowing is not a Refunding Borrowing, the fact that the
representations and warranties of the Borrower contained in this Agreement
(except the representation and warranty set forth in Section 4.04(c) as to
any material adverse change which has theretofore been disclosed in writing
to the Banks) shall be true on and as of the date of such Borrowing; and
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. 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.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the
Documentation Agent shall have received from each of the Borrower and the
Required Banks a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Documentation
Agent) that such party has signed a counterpart hereof
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
PRAXAIR, INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
- ▇ -
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇ BRANCH
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: First Vice President
By: /S/ ▇▇▇▇▇▇ ▇. MEDIDA
Title: Vice President
BANCA POPOLARE DI MILANO
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: First Vice President
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Chief Credit Officer
BANK BRUSSELS ▇▇▇▇▇▇▇,
NEW YORK BRANCH
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Manager
By: /S/ ▇▇▇▇▇▇▇▇ VANGAEVER
Title: Senior Vice President & Manager
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Manager, Director
THE BANK OF NEW YORK
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. JR.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /S/ J.R. TRIMBLE
Title: Senior Relationship Manager
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKBOSTON, N.A.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. JR.
Title: Director
BANQUE NATIONALE DE PARIS
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
By: /S/ SOPHIE REVILLARD ▇▇▇▇▇▇▇
Title: Vice President
BARCLAYS BANK PLC
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
BAYERISCHE VEREINSBANK AG
NEW YORK BRANCH
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer
CIBC INC.
By: /S/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp., as agent
COMMERZBANK AG, NEW YORK BRANCH
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE DAI-ICHI KANGYO BANK, LIMITED
NEW YORK BRANCH
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
- 2 -
FLEET NATIONAL BANK
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By:
Title:
GULF INTERNATIONAL BANK
By: ________________________ ___________
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Joint General Manager
ISTITUTO BANCARIO SAN PAOLO DI
TORINO, SPA
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
LTCB TRUST COMPANY
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
- 2 -
MARINE MIDLAND BANK
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
MELLON BANK, N.A.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
NATIONSBANK, N.A.
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ROYAL BANK OF CANADA
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Manager
THE SAKURA BANK, LIMITED
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: /S/ ▇▇▇▇▇▇▇ ▇. SMALL
Title: Vice President & Area Manager
- 2 -
THE SUMITOMO BANK OF CALIFORNIA
By: /S/ ▇▇▇▇▇ ▇▇▇
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /S/ KAZOVOSHI OGAEA
Title: Joint General Manager
THE TOKAI BANK, LIMITED
By:
Title:
TORONTO DOMINION (NEW YORK), INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF SWITZERLAND
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer
By: /S/ ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
- ▇ -
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ BRANCH
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇▇▇▇ ▇▇▇
Title: Associate
THE YASUDA TRUST & BANKING CO., LTD.
By:
Title:
- 2 -