EX-4 2 0002.txt AMENDMENT NO.2 TO CREDIT FACILITY EXHIBIT 4 EXECUTION COPY AMENDMENT No. 2 dated as of September 26, 2000, to the REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of February 4, 1997 (the "Credit Agreement"), among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation ("CCSC"), the financial institutions listed on Schedule 2.01 (the "Lenders"), THE CHASE MANHATTAN BANK , as Administrative Agent, SOCIETE GENERAL, as Documentation Agent and BANK OF AMERICA ILLINOIS, as Syndication Agent. A. CCSC has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein. B. The undersigned Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. SECTION 1. Amendments to Section 1.01. (a) The definition of ------------------------------ "Applicable Percentage" in Section 1.01 of the Credit Agreement is hereby ---------------------- deleted and restated in its entirety as follows: "Applicable Percentage" shall mean as of any date (i) with respect to --------------------- the Facility Fees, the applicable percentage set forth below under the caption "Facility Fee Percentage", (ii) with respect to any Eurocurrency Loan (other than a Eurocurrency Competitive Loan), the applicable percentage set forth below under the caption "Eurocurrency Spread" and (iii) with respect to any ABR Loan, the applicable percentage set forth below under the caption "ABR Spread", in each case based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt: Eurocurrency Facility Fee ABR Spread Percentage Spread ------ ---------- ------ Category 1 ---------- Rating from S&P of BBB- or better 0.850% 0.150% 0% AND rating from Moody of Baa3 or better === Category 2 ---------- Either (a) rating from S&P of BBB- or 1.050% 0.200% 0.050% better and a rating from Moody of Ba1 OR == (b) rating from Moody of Baa3 or better and a rating from S&P of BB+ Category 3 ---------- Any rating other than as set forth in Category 1 or 2 1.250% 0.250% 0.250% For purposes of the foregoing, if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Percentage shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if each such rating agency shall cease to be in the business of rating corporate debt obligations, CCSC and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the non-availability of ratings from such rating agencies and, pending the effectiveness of any such amendment, the Applicable Percentage most recently in effect shall continue in effect. (b) The definition of "EBIT" in Section 1.01 of the Credit Agreement is hereby Amended by changing the period at the end of the definition to a comma and adding the additional following clauses: plus ---- (d) for any period of four consecutive Fiscal Quarters that includes the fiscal quarter ended December 31, 1999, the asbestos-related charges for such quarter in the approximate amount of $106,000,000 (after tax), plus ---- (e) in the case of any period of four consecutive Fiscal Quarters that does not include the fiscal quarter ended December 31, 1999, any asbestos-related charges deducted in determining Net Income during such period in an amount not to exceed $35,000,000 (after tax) in the aggregate. SECTION 2. Amendment to Section 2.09(b). Section 2.09(b) is ------------------------------ amended by inserting after the text "at a rate per annum equal to the Alternate Base Rate" the text: plus the Applicable Percentage per annum. SECTION 3. Deletion of Section 2.09(e). Section 2.09(e) is ---------------------------- deleted in its entirety and replaced with the text:[DELETED] SECTION 4. Amendment to Section 6.04(a). Section 6.04(a) is ----------------------------- amended by replacing the ratio "0.60:1" with the ratio "0.68:1". SECTION 5. Representations and Warranties. The Borrower --------------------------------- represents and warrants to the Administrative Agent, to the Issuing Bank and to each of the Lenders that: (a) This Amendment has been duly authorized by all necessary corporate and stockholder action, if required, and has been duly executed and delivered by the Borrower and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (b) Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement (other than representations and warranties set forth in Section 3.06) are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) Before and after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing. SECTION 6. Conditions to Effectiveness. This Amendment shall ----------------------------- become effective as of the date first above written when the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders. SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED --------------- BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. Counterparts. This Amendment may be executed in ------------- counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above. CROWN CORK & SEAL COMPANY, INC., by /s/ Timothy J. Donahue ------------------------ Name: Timothy J. Donahue Title: Senior Vice President - Finance THE CHASE MANHATTAN BANK, individually and as Administrative Agent, by /s/ Gail Weiss ------------------------- Name: Gail Weiss Title: Vice President SOCIETE GENERALE, individually and as Documentation Agent, by /s/ Jerry Parisi ------------------------- Name: Jerry Parisi Title: Managing Director BANK OF AMERICA ILLINOIS, individually and as Syndication Agent, by /s/ John W. Pocalyko ------------------------- Name: John W. Pocalyko Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution ABN AMRO Bank N.V. ------------------ by /s/ Dean P. Giglio /s/ John W. Deegan --------------------- -------------------- Name: Dean P. Giglio John W. Deegan Title: Vice President Group Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Royal Bank of Canada -------------------- by /s/ Tom J. Oberaigner ------------------------- Name: Tom J. Oberaigner Title: Senior Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Credit Suisse First Boston -------------------------- by /s/ Robert N. Finney /s/ Jay Chall ----------------------- ---------------- Name: Robert N. Finney Jay Chall Title: Managing Director Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Banca Commerciale Italiana - New York Branch -------------------------------------------- by /s/ J. Dickerhof ------------------------- Name: J. Dickerhof Title: Vice President /s/ Frank Maffei -------------------------- Name: Frank Maffei Title: Authorized Signature SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Citibank, N.A. -------------- by /s/ Prakash M. Chonkar ------------------------- Name: Prakash M. Chonkar Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Mellon Bank, N.A. ----------------- by /s/ Maria N. Sisto ---------------------- Name: Maria N. Sisto Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution First Union National Bank ------------------------- by /s/ Stasia H. Whiteman ------------------------- Name: Stasia H. Whiteman Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Northern Trust Company ---------------------- by /s/ Donald D. Dabisch ------------------------- Name: Donald D. Dabisch Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution The Industrial Bank of Japan, Limited ------------------------------------- by /s/ J. Kenneth Biegen ------------------------- Name: J. Kenneth Biegen Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Suntrust Bank ------------- by /s/ W. David Wisdom ----------------------- Name: W. David Wisdom Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Erste Bank New York Branch -------------------------- by /s/ Rima Terradista ------------------------- Name: Rima Terradista Title: Vice President /s/ John S. Runnlon ------------------------- Name: John S. Runnlon Title: First Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Standard Chartered Bank ----------------------- by /s/ Peter G. R. Dodds -------------------------- Name: Peter G. R. Dodds Title: Senior Credit Officer /s/ Lalita Vadhri ------------------------- Name: Lalita Vadhri Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Dai-Ichi Kangyo Bank, LTD, New York Branch ------------------------------------------ by /s/ Robert Gallagher ------------------------- Name: Robert Gallagher Title: Vice President Corporate Finance Dept. SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Morgan Guaranty Trust Co. of NY ------------------------------- by /s/ Robert Bottamedi ------------------------- Name: Robert Bottamedi Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution CIBC World Markets ------------------ by /s/ Carol Kizzia ------------------------- Name: Carol Kizzia Title: Managing Director CIBC World Markets Corp., As Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution San Paolo IMI Bank SPA ---------------------- by /s/ Carlo Persico --------------------- Name: Carlo Persico Title: D.A.M. /s/ Robert Wurster ---------------------- Name: Robert Wurster Title: V. P. SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Credit Agricole Indosuez ------------------------ by /s/ Rene Le Blanc /s/ Michael G. Haggerty --------------------- ------------------------- Name: Rene Le Blanc Michael G. Haggerty Title: V. P., Vice President Sr. Rel. Mgr. SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Banca Nazionale Del Lavoro S.p.A., New York Branch -------------------------------------------------- by /s/ Frederic W. Hall ------------------------- Name: Frederic W. Hall Title: Vice President by /s/ Leonardo Valentini ------------------------- Name: Leonardo Valentini Title: First Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution The Bank of New York -------------------- by /s/ Walter C. Parelli ------------------------- Name: Walter C. Parelli Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Paribas as Successor in Interest to Banque Nationale de Paris -------------------------------- by /s/ Richard Pace /s/Nanette Baudon ------------------------- -------------------- Name: Richard Pace Nanette Baudon Title: Vice President, Vice President Corporate Banking Division SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Fleet National Bank f/k/a BankBoston N. A. ------------------------ by /s/ William F. Hamilton ------------------------- Name: William F. Hamilton Title: Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution Deutsche Bank ------------- by /s/ Stephan Peetzer --------------------- Name: Stephan Peetzer Title: Director by /s/ Robert W. Casey, Jr. ------------------------- Name: Robert W. Casey, Jr. Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF SEPTEMBER 26, 2000 To Approve the Amendment: Name of Institution The Sumitomo Bank, Limited -------------------------- by /s/ C. Michael Garrido ------------------------- Name: C. Michael Garrido Title: Senior Vice President