CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 19, 1997 to the Five-Year Credit Agreement
dated as of December 16, 1994 (as amended and restated by the Amended and
Restated Credit Agreement dated as of June 28, 1996 and the Amended and Restated
Credit Agreement dated as of May 6, 1997, the "Credit Agreement") among
Commercial Credit Company (the "Borrower"), the BANKS party thereto (the
"Banks") and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the financial covenant
contained in the Credit Agreement in the manner set forth below:
NOW, THEREFORE, 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 to Section 5.07 of the Credit Agreement. Section 5.07
of the Credit Agreement is amended in its entirety to read as follows:
Section 5.07. Adjusted Consolidated Net Worth. Adjusted Consolidated
Net Worth will not at any date be less than $1,275,000,000.
"Adjusted Consolidated Net Worth" at any date means stockholder's
equity of the Borrower and its Consolidated Subsidiaries, determined at
such date (excluding (i) after-tax gains or losses from extraordinary
items which are disclosed on the Borrower's consolidated financial
statements, and (ii) the cumulative non-cash effect of any changes in net
income caused by the Borrower's adoption after March 31, 1997 of any
accounting standards required by the Financial Accounting Standards Board,
the Securities and Exchange Commission or other
governing body that sets accounting standards, and (iii) unrealized gains
or losses on investment securities (including Series Y preferred stock of
Travelers owned by the Borrower) which are reflected in stockholders'
equity) plus the amount of Qualified Subsidiary Preferred Stock at such
date.
"Qualified Subsidiary Preferred Stock" means a preferred equity
security issued by a Consolidated Subsidiary as to which the issuer of
such security is a special purpose entity substantially all the assets of
which consist directly or indirectly of debt claims on the Borrower, which
claims are subordinated to the Borrower's obligations hereunder and under
the Notes; provided that securities meeting the foregoing criteria shall
not constitute Qualified Subsidiary Preferred Stock at any date to the
extent the amount thereof exceeds 15% of Total Capital at such date. For
this purpose, "Total Capital" means the sum, without duplication, of the
Debt, preferred and common stockholders' equity (including redeemable
preferred stock of the Borrower) and Qualified Subsidiary Preferred Stock
of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis.
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 date hereof
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 when the Agent shall have received duly executed counterparts hereof
signed by the Borrower and the Required Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the Agent shall
have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party).
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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.
COMMERCIAL CREDIT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇. Fall
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Title: Vice President
BANK OF AMERICA ILLINOIS
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
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Title: Vice President
BANK OF MONTREAL
By: /s/ K. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Managing Director
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Relationship Manager
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
BANKBOSTON N.A.
By: /s/ C.A. ▇▇▇▇▇▇▇
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Title: Vice President
THE CHASE MANHATTAN BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
CIBC, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Managing Director
Attorney-in-fact
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CORESTATES BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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Title: Vice President
DEUTSCHE BANK AG
NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: First Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: First Vice President
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NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Manager
THE SAKURA BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
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▇▇▇▇▇ FARGO BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. Suave
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Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF
MARYLAND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
FIRST UNION NATIONAL BANK
formerly First Union National Bank
of North Carolina
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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NATIONAL AUSTRALIA BANK, LIMITED
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
BANK OF HAWAII
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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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
FIRST HAWAIIAN BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Assistant Vice President
KEYBANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Title: Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title: Vice President
TORONTO DOMINION (NEW YORK),
INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
UNITED STATES NATIONAL BANK OF
OREGON
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Assistant Vice President
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ABN AMRO BANK N.V., NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Corporate Banking Officer
BANCA MONTE DEI PASCHI DI
SIENA S.P.A.
By: /s/ ▇.▇. ▇▇▇▇▇▇
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Title: First Vice President and Department
General Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: First Vice President
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THE DAI-ICHI KANGYO BANK,
LTD., NEW YORK BRANCH
By:
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Title:
THE SUMITOMO BANK, LIMITED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Joint General Manager
AMSOUTH BANK OF ALABAMA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Commercial Banking Officer
BANCA POPOLARE DI MILANO
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President and Chief Credit
Officer
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
▇▇▇▇▇▇▇ BANK, N.A.
By:
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Title:
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THE HUNTINGTON NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇
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Title: Senior Vice President
ISTITUTO BANCARIO SAN ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ S.P.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
MERCANTILE SAFE DEPOSIT &
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By: /s/ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ F.L. ▇▇▇▇▇▇▇, III
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Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Associate
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