EXHIBIT 4.7
CONFORMED COPY
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT dated as of June 30, 1997 to the Amended and Restated Credit
Agreement dated as of March 19, 1997 (the "CREDIT AGREEMENT") among WESTERN
ATLAS INC. (the "BORROWER"), the BANKS party thereto (the "BANKS"), ▇▇▇▇▇▇
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "AGENT") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, THE BANK OF NEW YORK, THE
CHASE MANHATTAN BANK, CIBC INC., THE FIRST NATIONAL BANK OF CHICAGO,
NATIONSBANK OF TEXAS, N.A. and ▇▇▇▇▇ FARGO BANK, N.A., as Co-Agents.
The parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined 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. AMENDMENT. Section 5.05 of the Credit Agreement is amended
by the addition of the following sentence:
Compliance calculations under this Section shall be adjusted to exclude the
effect of one-time charges relating to in-process research and development
activities at Norand Corporation and United Barcode Industries and
estimated costs associated with the proposed spin-off of the Borrower's
industrial automation businesses in an aggregate amount not to exceed
$215,000,000.
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article IV 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.
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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") on which the
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 Agent) that such party has signed a
counterpart hereof.
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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.
WESTERN ATLAS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Treasurer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Managing Director
CIBC INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
▇▇▇▇▇ FARGO BANK, N.A.
By: /s/ Freida Youlis
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Title: Vice President
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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Assistant Vice President
BANK OF HAWAII
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
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Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
DRESDNER BANK A.G., NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Treasurer
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MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Second Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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