EXECUTION COPY
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of April 5, 1996 to the Credit
Agreement dated as of March 25, 1994 as heretofore amended
(the "Agreement") among AMERICAN PRESIDENT COMPANIES, LTD.
(the "borrower"), the BANKS party thereto and ▇▇▇▇▇▇
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
WHEREAS, the Borrower wishes to modify the Fixed Charge
Coverage Covenant in Section 5.16 of the Agreement so that
the Rent included in calculations thereunder as of the end
of each of the first three fiscal quarters of 1996 will be
determined on a prospective basis for the next four
succeeding fiscal quarters rather than on a historical basis
for the previous four fiscal quarters; and
WHEREAS, the undersigned Banks are willing so to amend
the Agreement;
NOW, THEREFORE, the undersigned parties agree as
follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Agreement has 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 date on which this Amendment becomes
effective as provided in Section 4 below, refer to the
Agreement as amended hereby.
SECTION 2. Consolidated Fixed Charge Coverage Ratio.
Section 5.16 of the Agreement is amended by adding the
following proviso at the end of the definition of
Consolidated Fixed Charge Coverage Ratio set forth therein:
provided that the Rent to be included in
calculating the Consolidated Fixed Charge Coverage
Ratio for the periods of four consecutive fiscal
quarters ending at the end of each of the first three
fiscal quarters of 1996 (each such quarter end being a
"date of determination") shall be the total rental
expense which the Borrower and its Consolidated
Subsidiaries are obligated to pay for the four
consecutive fiscal quarters immediately following the
date of determination, under all operating leases that
are in effect at the date of determination and have
initial noncancelable terms in excess of one year, all
calculated on a consolidated basis in the same manner
as total rental expense was calculated for purposes of
the last sentence of Note 6 to the Borrower's
consolidated financial statements for its fiscal year
ended December 30, 1994.
SECTION 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 4. Counterparts; Effectiveness. 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. This amendment shall become effective on the
date when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and the Required
Banks (or, in the case of any such party as to which an
executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex, facsimile or other
written confirmation from such party of execution of a
counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above
written.
AMERICAN PRESIDENT COMPANIES, LTD.
By /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ ▇▇▇▇▇
▇▇▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By /s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title: Director
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ ▇▇▇▇
▇▇▇▇▇▇
Title: Deputy General Manager
ABN AMRO NORTH AMERICA INC.,
AS AGENT FOR ABN AMRO BANK
By /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title: Officer
By /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Title: Group V.P. & Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Title: Vice President