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EXHIBIT (4)(a)
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 1996 among
SUNDSTRAND CORPORATION, the BANKS listed on the signature pages hereof (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 have heretofore entered into a Credit Agreement
dated as of January 28, 1993 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the 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 Agreement shall from and after the date hereof refer to the
Agreement as amended and restated hereby.
SECTION 2. Amendment of Termination Date. The date "November 30, 1998" in
the definition of "Termination Date" in Section 1.01 of the Agreement is changed
to "November 30, 1999".
SECTION 3. Amendment of Company's 1991 Form 10-K. The definition of
"Company's 1991 Form 10-K" in Section 1.01 of the Agreement is amended to read
in its entirety as follows:
"Company's 1995 Form 10-K" means the Company's annual report on form 10-K
for the fiscal year ended December 31, 1995, as filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.
SECTION 4. Amendment of SEC Filings. The definition of "SEC Filings" in
Section 1.01 of the Agreement is amended to read in its entirety as follows:
"SEC Filings" means the Company's 1995 Form 10-K and the three quarterly
reports of the Company on Form 10-Q for the respective fiscal quarters ending
March 31, June 30 and September 30, 1996, as filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
SECTION 5. Amendment of Lending Margins. (a) The definition of "Leverage
Margin" in Section 1.01 of the Agreement is amended to read in its entirety as
follows:
"Leverage Margin" means a per annum amount determined based on the
Company's Leverage Ratio as of the last day of the fiscal quarter for which
financial statements have been delivered to the Banks pursuant to Section 4.05
or 5.01 of this Agreement next preceding the first day of the relevant Interest
Period, all in accordance with the following schedule:
LEVERAGE RATIO LEVERAGE MARGIN
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0.375 or Less............................................... 0.0 %
More Than 0.375 but Less Than or Equal to 0.475............. 0.0350%
More Than 0.475 but Less Than or Equal to 0.525............. 0.1100%
More Than 0.525............................................. 0.3100%
(b) The figure "0.35%" in the definition of "CD Margin" in Section 2.07(b)
of the Agreement is changed to "0.29%".
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(c) The figure "0.225%" in the definition of "Euro-Dollar Margin" in
Section 2.07(c) of the Agreement is changed to "0.165%".
SECTION 6. Amendment of Section 4.05. Each reference to "1991" and "1992"
in Section 4.05 of the Agreement is amended to read "1995" and "1996,"
respectively.
SECTION 7. Amendment of Facility Fee. Section 2.08(b) of the Agreement is
amended to read in its entirety as follows:
Facility Fee. For each day during any fiscal quarter of the Company, the
Company shall pay to the Agent for the Accounts of the Banks ratably in
proportion to their Commitments a facility fee accruing at the rate per annum
specified in the table below based on the Company's Leverage Ratio as of the
last day of the immediately preceding fiscal quarter.
LEVERAGE RATIO FACILITY FEE RATE
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0.375 or Less............................................... 0.0850%
More Than 0.375 but Less Than or Equal to 0.475............. 0.1000%
More Than 0.475............................................. 0.1250%
Such facility fee shall accrue (i) from and include the Effective Date and
continue to but exclude the Termination Date (or earlier date of termination of
the Commitments in their entirety), on the daily aggregate amount of the
Commitments (whether used or unused) and (ii) from and include the Termination
Date (or earlier date of termination of the Commitments in their entirety) and
continue to but exclude the date the Loans shall be repaid in their entirety, on
the daily aggregate outstanding principal amount of the Loans.
SECTION 8. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date of this Amendment and Restatement and after
giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement is true and correct as though made on and as of the date of this
Amendment and Restatement.
SECTION 9. Governing Law. This Amendment and Restatement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 10. Counterparts; Effectiveness. This Amendment and Restatement 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. This Amendment and Restatement shall become effective as of the date
hereof when (i) the Agent shall have received duly executed counterparts hereof
signed by each of the parties hereto (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); (ii) the Agent shall have
received an opinion of the General Counsel of the Borrower (or such other
counsel for the Borrower as may be acceptable to the Agent), substantially in
the form of Exhibit B to the Agreement with reference to this Amendment and
Restatement and the Agreement as amended and restated hereby; and (iii) the
Agent shall have received all documents it may reasonably request relating to
the existence of the Borrower, the corporate authority for and the validity of
the Agreement as amended and restated hereby and any other matters relevant
hereto, all in form and substance satisfactory to the Agent. Upon the
effectiveness of this Amendment and Restatement, the rights of the parties shall
be governed by the terms hereof; provided that, the rights of the parties prior
to amendment hereby shall be governed by the terms of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
SUNDSTRAND CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Executive Vice President and
Chief Financial Officer
▇▇▇▇▇▇ 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/ R. ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Managing Director
M&I ▇▇▇▇▇▇▇▇ & ILSLEY BANK
By /s/ G. ▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
MELLON BANK, N.A.
By /s/ M. ▇▇▇▇▇ ▇▇▇▇▇, III
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ M. D. ▇▇▇▇▇
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Title: Agent
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Authorized Agent
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Assistant Vice President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President