Exhibit 4.11
SECOND AMENDMENT TO
AMENDED AND RESTATED
MULTICURRENCY CREDIT AGREEMENT
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This SECOND AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT
AGREEMENT (this "Second Amendment") is made and entered into as of March 20,
1998, by and among UNITED STATES FILTER CORPORATION, a Delaware corporation with
its chief executive office at ▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Borrower"), BANKBOSTON, N.A., f/k/a The First National Bank of Boston, a
national banking association having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("BKB"), DLJ CAPITAL FUNDING, INC.
("DLJ"), ABN AMRO BANK N.V. (f/k/a ABN Amro Bank N.V., Los Angeles International
Branch), Banque Paribas ("Paribas"), THE BANK OF NEW YORK ("BNY"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor by merger to Bank of
America Illinois ("BOA"), THE SUMITOMO BANK, LIMITED (LOS ANGELES BRANCH), FLEET
BANK, N.A. ("Fleet"), NATIONSBANK, N.A. ("NationsBank"), THE INDUSTRIAL BANK OF
JAPAN, LIMITED (LOS ANGELES AGENCY), BANQUE NATIONALE DE PARIS ("BNP"), DEUTSCHE
BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES ("Deutsche Bank"), THE LONG-
TERM CREDIT BANK OF JAPAN LTD. (LOS ANGELES AGENCY), UNION BANK OF CALIFORNIA,
N.A. ("Union"), THE SANWA BANK LIMITED, LOS ANGELES BRANCH ("Sanwa"), BHF-BANK
AKTIENGESELLSCHAFT, THE SAKURA BANK, LIMITED, CREDITO ITALIANO, THE FUJI BANK,
LIMITED, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, and any other financial
institutions which become party to the Credit Agreement (defined below) in
accordance with (S)22 thereof (each a "Lender" and, collectively, the
"Lenders"), BKB as Managing Agent, DLJ as Documentation Agent, NATIONSBANK as
Syndication Agent, BOA, DEUTSCHE BANK, and UNION as Co-Agents, and BNY, FLEET,
PARIBAS, BNP, and SANWA as Lead Managers. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit
Agreement.
WHEREAS, the Borrower, the Lenders, and the Agents entered into an Amended
and Restated Multicurrency Credit Agreement dated as of October 20, 1997 (as
amended and in effect from time to time, the "Credit Agreement"), pursuant to
which the Lenders extended credit to the Borrower on the terms set forth
therein;
WHEREAS, the Borrower, the Lenders, and the Agents have agreed to amend the
Credit Agreement as set forth herein;
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NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Credit Agreement as follows:
1. Amendment to Definitions. Section 1.1 is hereby amended by adding the
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following definition in proper alphabetical order:
Year 2000 Problem. The risk that computer applications used by the
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Borrower may be unable to recognize and properly perform date-
sensitive functions involving certain dates prior to, and any date
after, December 31, 1999.
2. Amendment to (S)10.4 (Financial Statements, Certificates and
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Information). Section 10.4(b) is hereby amended by substituting "60" for "45"
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therein, and Section 10.4(d) is hereby amended by substituting the words "within
60 days of" for the words "promptly with."
3. Amendment to (S)9 (Representations and Warranties). Section 9 is
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hereby amended by adding the following (S)9.19 to the end thereof:
(S)9.19 Year 2000 Problem. The Borrower is in the process of
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reviewing the areas within its business and operations that could be
adversely affected by, and is developing strategies to deal with, the
Year 2000 Problem. Based on such review, the Borrower has formed the
business judgment that the Year 2000 Problem will not have a material
adverse effect on the business and operations of the Borrower.
4. Amendment to (S)11.1 (Restrictions on Indebtedness). Section 11.1(g)
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is hereby amended by substituting "$150,000,000" for "$100,000,000" and by
substituting "7%" for "5%" therein. Section 11.1 is further amended by adding
the following subsection (h) to the end thereof:
(h) to the extent not otherwise permitted under (S)11.1(g),
Indebtedness of any Person acquired by the Borrower in a Permitted
Acquisitions, provided that (i) after giving effect to such Permitted
Acquisition, no Default or Event of Default shall then exist, (ii)
such Indebtedness was in existence prior to such Permitted Acquisition
and was not incurred in contemplation thereof, (iii) such Indebtedness
is discharged no later than six months after consummation of the
Permitted Acquisition, and (iv) at no time shall such
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Indebtedness, together with all Indebtedness permitted under
(S)11.1(g), exceed 10% of Consolidated Tangible Assets.
5. Amendment to (S)11.2 (Restrictions on Liens). Section 11.2 is hereby
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amended by adding the following subsection (i) to the end thereof:
(i) Liens securing Indebtedness permitted by (S)11.1(h), provided
that such liens encumber only the assets of such Person acquired by
the Borrower in a Permitted Acquisition and provided further that such
liens shall be discharged no later than six months after consummation
of the Permitted Acquisition, and satisfactory evidence of such
discharge shall be delivered to the Agent promptly thereafter.
6. Waiver. The Agents and the Lenders agree to waive, only for the
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fiscal quarter ending December 31, 1997, any Default or Event of Default which
occurred in such quarter due to noncompliance with (S)11.1(g) solely to the
extent that such noncompliance resulting from the assumption of Indebtedness in
an aggregate amount of $119,036,000 in connection with the Borrower's
acquisitions of ownership interests in Memtec Limited and The Kinetics Group,
Inc., as reflected in Schedule D to the Borrower's Compliance Certificate for
the quarter ending December 31, 1997, provided that the Borrower is in full
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compliance with all other provisions of the Credit Agreement, and provided
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further that the Borrower is in full compliance with (S)11.1 as amended hereby.
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7. No Event of Default. The Borrower represents and warrants to the
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Agents and the Lenders that no Default or Event of Default has occurred and is
continuing other than that expressly waived under (S)6 hereof.
8. Ratification, etc. Except as expressly amended hereby, the Credit
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Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Second Amendment and the Credit
Agreement shall hereafter be read and construed together as a single document,
and all references in the Credit Agreement, any other Loan Document or any
agreement or instrument related to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended by this Second Amendment.
9. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS) AND SHALL TAKE EFFECT AS A SEALED
INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
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10. Counterparts. This Second Amendment may be executed in any number of
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counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
11. Effectiveness. This Second Amendment shall become effective upon its
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execution and delivery by the Borrower and the Majority Lenders.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Second
Amendment under seal as of the date first set forth above.
THE BORROWER
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UNITED STATES FILTER
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
THE LENDERS:
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BANKBOSTON, N.A., f/k/a DLJ CAPITAL FUNDING, INC.,
The First National Bank of Boston, individually and as
individually and as Managing Agent Documentation Agent
By: By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name:
Vice President Title:
ABN AMRO BANK N.V., LOS DEUTSCHE BANK AG, NEW
ANGELES INTERNATIONAL YORK AND/OR CAYMAN
BRANCH ISLANDS BRANCHES,
individually and as Co-Agent
By: By:
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Name: Name:
Title: Title:
By: By:
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Name: Name:
Title: Title:
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THE BANK OF NEW YORK, BANK OF AMERICA
individually and as Lead Manager NATIONAL TRUST AND
SAVINGS ASSOCIATION
(successor by merger to
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America Illinois),
------------------------ individually and as Co-Agent
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President By:
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Name:
Title:
THE SUMITOMO BANK, LIMITED FLEET BANK, N.A., individually
(LOS ANGELES BRANCH) and as Lead Manager
By: By:
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Name: Name:
Title: Title:
CREDITO ITALIANO BANQUE NATIONALE DE
PARIS, individually and as Lead
Manager
By: By:
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Name: Name:
Title: Title:
By: By:
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Name: Name:
Title: Title:
NATIONSBANK, N.A., THE LONG-TERM CREDIT
individually and as Syndication Agent BANK OF JAPAN LTD. (LOS
ANGELES AGENCY)
By: By:
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Name: Name:
Title: Title:
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▇▇▇▇▇ ▇▇▇▇ OF THE SANWA BANK LIMITED,
CALIFORNIA, N.A., LOS ANGELES BRANCH,
individually and as Co-Agent individually and as Lead Manager
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By:
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Name: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name:
Title: V.P. Title:
BANQUE PARIBAS, BHF-BANK
individually and as Lead Manager AKTIENGESELLSCHAFT
By: By:
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Name: Name:
Title: Title:
By: By:
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Name: Name:
Title: Title:
THE SAKURA BANK, LIMITED THE INDUSTRIAL BANK OF
JAPAN, LIMITED (LOS
ANGELES AGENCY)
By: By:
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Name: Name:
Title: Title:
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION THE FUJI BANK, LIMITED
By: By:
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Name: Name:
Title: Title:
SUNTRUST BANK, CENTRAL
FLORIDA, N.A.
By:
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Name:
Title:
