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EXHIBIT 4(c)
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of October 26, 2001, between ▇▇▇▇▇-▇▇▇▇▇, INC.
(the "Borrower") and the lenders party hereto (the "Lenders").
WHEREAS, the Borrower, the Lenders and The Chase Manhattan Bank as
Administrative Agent are parties to a 364-Day Credit Agreement dated as of
November 4, 1999 (as amended by Amendment No. 1 thereto dated as of November 9,
1999 and as further amended by Amendment No. 2 thereto dated as of October 30,
2000, the "Credit Agreement");
WHEREAS, the Borrower and the Lenders wish to extend the Commitment
Termination Date (as such term is defined in the Credit Agreement) and, in that
connection, reallocate certain of the Commitments.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the condition
specified in Section 3, but with effect on and after the date hereof, the Credit
Agreement is hereby amended as follows:
2.01. Extension of Commitment Termination Date. The definition
of "Commitment Termination Date" in
Section 1.01 of the Credit Agreement is hereby amended to read
in its entirety as follows:
"Commitment Termination Date" means October 25, 2002,
subject to extension as provided in Section 2.10 (or, if such
date is not a Business Day, the preceding Business Day).
2.02. Adjustment to Commitments. The Commitments of the
Lenders shall be adjusted so that, after giving effect thereto, the
Commitments of the Lenders are allocated as provided in Annex I hereto.
Section 3. Condition Precedent. The amendments to the Credit Agreement
set forth in Section 2 above shall become effective upon (i) the execution and
delivery of this Amendment No. 3 by the Borrower and each Lender, (ii) delivery
to the Administrative Agent of resolutions of the Board of Directors of the
Borrower adopted in respect of the transactions contemplated hereby, in form and
substance satisfactory to the Administrative Agent and (iii) the payment to each
Lender of an extension fee in the amount of .03% of the Commitment of such
Lender after giving effect to the amendment set forth in Section 2.
In addition, in the event that on the date of such effectiveness there
shall be any outstanding Loans under the Credit Agreement, then it shall be an
additional condition to such effectiveness that, notwithstanding any provision
of the Credit Agreement requiring that Loans and prepayments be allocated
ratably, the Lenders that are increasing their Commitments shall make Syndicated
Loans under the Credit Agreement, the proceeds of which shall be applied to the
prepayment of Syndicated Loans held by the Lenders whose Commitments are
decreasing, so that after giving effect thereto the Syndicated Loans are held by
the Lenders ratably in accordance with their Commitments as adjusted hereunder,
and the Borrower shall have paid any amounts owing under Section 2.16 of the
Credit Agreement in connection with such prepayment.
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Section 4. Representations and Warranties. The Borrower represents and
warrants to the Lenders that the representations and warranties set forth in
Article III of the Credit Agreement (as amended hereby) are true and complete on
the date hereof as if made on and as of the date hereof (or, if such
representation or warranty is expressly stated to be made as of a specific date,
as of such specific date) and as if each reference in said Article III to "this
Agreement" included reference to this Amendment No. 3.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 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 Amendment No. 3 by signing any such counterpart. This
Amendment No. 3 shall be governed by, and construed in accordance with, the law
of the State of New York.
[Remainder of the page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed and delivered as of the day and year first above written.
▇▇▇▇▇-▇▇▇▇▇, INC.
By
----------------------------
Name:
Title:
LENDERS
THE CHASE MANHATTAN BANK
By
----------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By
----------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By
----------------------------
Name:
Title:
UMB BANK, N.A.
By
----------------------------
Name:
Title:
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▇▇▇▇▇ FARGO BANK NATIONAL
ASSOCIATION
By
----------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE NEW YORK BRANCH
By
----------------------------
Name:
Title:
By
----------------------------
Name:
Title:
THE BANK OF NEW YORK
By
----------------------------
Name:
Title:
MELLON BANK, N.A.
By
----------------------------
Name:
Title:
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RETIRING LENDER
BANK ONE, TEXAS, N.A.
By
----------------------------
Name:
Title:
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SCHEDULE I
Commitments
Name of Lender Commitment
-------------- -----------
The Chase Manhattan Bank $ 14,500,000.00
Bank of America, N.A. 14,500,000.00
Bank of Tokyo-Mitsubishi, Ltd. 12,500,000.00
UMB Bank, N.A. 12,500,000.00
▇▇▇▇▇ Fargo Bank, N.A. 12,500,000.00
Westdeutsche Landesbank Girozentrale New York Branch 12,500,000.00
The Bank of New York 10,500,000.00
Mellon Bank, N.A. 10,500,000.00
----------------
Total $ 100,000,000.00