1
10(GG)
Amended and Restated Credit Agreement
dated August 16, 1996
Amended and restated as of July 18, 1997
between SAF Funding Corporation
and the Chase Manhattan Bank
2
[Execution Copy]
AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement dated as of August 16, 1996, amended and
restated as of July 18, 1997, between: SAF FUNDING CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Delaware (the
"COMPANY"); each of the lenders that is a signatory hereto (together with its
successors and assigns, individually, a "LENDER" and, collectively, the
"LENDERS"); and THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Company, the Lenders and the Administrative Agent
are party to a Credit Agreement dated as of August 16, 1996 (as heretofore
amended, the "EXISTING CREDIT AGREEMENT"); and
WHEREAS, the parties hereto desire to amend and restate the
Existing Credit Agreement to, among other things, extend the Commitment
Termination Date (as defined in the Existing Credit Agreement) and reduce the
commitment fee;
NOW, THEREFORE, the parties hereto agree to amend the Existing
Credit Agreement as set forth herein and to restate the Existing Credit
Agreement to read in its entirety as set forth in the Existing Credit Agreement,
which is incorporated herein by reference, with the amendments thereto specified
in Section 2 below:
Section 1. DEFINITIONS. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Existing Credit
Agreement.
Section 2. AMENDMENTS. Subject to Section 3 hereof, the
Existing Credit Agreement is hereby amended as follows:
A. GENERAL. References in the Existing Credit Agreement to the
Credit Agreement (including indirect references) shall be deemed to be
references to the Existing Credit Agreement as amended and restated hereby.
B. DEFINITIONS. Section 1.01 of the Existing Credit Agreement
shall be amended by adding the following new definitions (to the extent not
already included in said Section 1.01) and inserting the same in the appropriate
alphabetical locations and amending in their entirety the following definitions
(to the extent not already included in said Section 1.01), as follows:
"AMENDMENT EFFECTIVE DATE" shall mean the date upon which the
conditions specified in Section 3 of the Amended and Restated Credit
Agreement shall have been satisfied.
Amended and Restated Credit Agreement
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"COMMITMENT TERMINATION DATE" shall mean June 29, 1998,
subject to extension as provided in Section 2.10 hereof.
C. CHANGE IN COMMITMENT FEE. Section 2.04 of the Existing
Credit Agreement shall be amended in its entirety to read as follows:
2.04 COMMITMENT FEE. The Company shall pay to the
Administrative Agent for account of each Lender a commitment fee on the
daily average unused amount of such Lender's Commitment, for the period
from and including the Amendment Effective Date to but not including
the earlier of the date such Commitment is terminated and the
Commitment Termination Date, at a rate per annum equal to 0.20%.
Accrued commitment fee shall be payable on each Quarterly Date and on
the earlier of the date the Commitments are terminated and the
Commitment Termination Date.
Section 3. CONDITIONS PRECEDENT. The effectiveness of the
amendment and restatement of the Existing Credit Agreement contemplated hereby
is subject to the following conditions precedent:
(a) Counterparts of this Amended and Restated Credit Agreement
shall have been duly executed and delivered by the Company, each of the
Lenders and the Administrative Agent;
(b) The conditions precedent to the extension of the Existing
Commitment Termination Date specified in Section 2.10(c) and (d) of the
Existing Credit Agreement shall have been satisfied (except that, for
purposes of clauses (i) through (iv) of said Section 2.10(d), the
conditions specified therein shall be required to be satisfied only as
of the Existing Commitment Termination Date); and
(c) The execution and delivery of (i) the consent and
confirmation relating to (x) the Parent Pledge Agreement, in
substantially the form of Exhibit I attached hereto, and (y) the Put
Agreement, in substantially the form of Exhibit II attached hereto, and
(ii) the consent relating to the Standby Purchase Agreement, in
substantially the form of Exhibit III attached hereto, in each case by
the parties to each of the foregoing.
Section 4. CONFIRMATION OF SECURITY. The Company hereby
confirms that the obligations of the Company under this Amended and Restated
Credit Agreement are entitled to the benefits of the Pledge and Security
Agreement dated as of August 16, 1996 (the "COMPANY PLEDGE AGREEMENT") between
the Company and the Administrative Agent (and shall constitute "Secured
Obligations" (as defined in the Company Pledge Agreement) under and for all
purposes of the Company Pledge Agreement) and that references in the Company
Pledge Agreement to the Credit Agreement (including indirect references) shall
be deemed to be references to this Amended and Restated Credit Agreement.
Section 5. AUTHORIZATIONS. By its signature below each Lender
authorizes (i) the Administrative Agent to execute and deliver the consent and
confirmation related to each of the
Amended and Restated Credit Agreement
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Parent Pledge Agreement and the Put Agreement referred to in Section 3(c) hereof
and (ii) together with the authorization of the Administrative Agent (which
shall be evidenced by its signature below) the Company to execute and deliver
the consent related to the Standby Purchase Agreement referred to in Section
3(c) hereof.
Section 6. MISCELLANEOUS. Except as herein provided, the
Existing Credit Agreement shall remain unchanged and in full force and effect.
This Amended and Restated Credit Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amended and
Restated Credit Agreement by signing any such counterpart and sending the same
by telecopier, mail messenger or courier to the Administrative Agent or counsel
to the Administrative Agent. This Amended and Restated Credit Agreement shall be
governed by, and construed in accordance with, the law of the State of New York.
Amended and Restated Credit Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Credit Agreement to be duly executed as of the day and year
first above written.
SAF FUNDING CORPORATION
By
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Title:
Amended and Restated Credit Agreement
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THE LENDERS
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THE CHASE MANHATTAN BANK
By
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Title:
BANK ONE, N.A.
By
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Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
DRESDNER BANK AG NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By
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Title:
By
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Title:
FLEET NATIONAL BANK
By
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Title:
Amended and Restated Credit Agreement
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KEYBANK NATIONAL ASSOCIATION
By
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Title:
MELLON BANK, N.A.
By
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Title:
UNION BANK OF CALIFORNIA, N.A.
By
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Title:
NATIONAL CITY BANK OF COLUMBUS
By
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Title:
Amended and Restated Credit Agreement
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THE ADMINISTRATIVE AGENT
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THE CHASE MANHATTAN BANK,
as Administrative Agent
By
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Title:
Amended and Restated Credit Agreement
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