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
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"Applicable Percentage" in Section 1.01 of the Credit Agreement is hereby
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deleted and restated in its entirety as follows:
"Applicable Percentage" shall mean as of any date (i) with respect to
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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
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Rating from S&P of BBB- or better 0.850% 0.150% 0%
AND rating from Moody of Baa3 or better
===
Category 2
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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
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Any rating other than as set forth
in Category 1 or 2 1.250% 0.250% 0.250%
<PAGE>
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
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(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
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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
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deleted in its entirety and replaced with the text:[DELETED]
SECTION 4. Amendment to Section 6.04(a). Section 6.04(a) is
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amended by replacing the ratio "0.60:1" with the ratio "0.68:1".
SECTION 5. Representations and Warranties. The Borrower
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represents and warrants to the Administrative Agent, to the Issuing Bank and to
each of the Lenders that:
<PAGE>
(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
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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
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BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in
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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
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Name: Timothy J. Donahue
Title: Senior Vice President - Finance
<PAGE>
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent,
by /s/ Gail Weiss
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Name: Gail Weiss
Title: Vice President
SOCIETE GENERALE, individually and as
Documentation Agent,
by /s/ Jerry Parisi
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Name: Jerry Parisi
Title: Managing Director
BANK OF AMERICA ILLINOIS, individually and as
Syndication Agent,
by /s/ John W. Pocalyko
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Name: John W. Pocalyko
Title: Managing Director
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution ABN AMRO Bank N.V.
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by /s/ Dean P. Giglio /s/ John W. Deegan
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Name: Dean P. Giglio John W. Deegan
Title: Vice President Group Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Royal Bank of Canada
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by /s/ Tom J. Oberaigner
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Name: Tom J. Oberaigner
Title: Senior Manager
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Credit Suisse First Boston
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by /s/ Robert N. Finney /s/ Jay Chall
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Name: Robert N. Finney Jay Chall
Title: Managing Director Director
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Banca Commerciale Italiana - New York Branch
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by /s/ J. Dickerhof
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Name: J. Dickerhof
Title: Vice President
/s/ Frank Maffei
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Name: Frank Maffei
Title: Authorized Signature
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Citibank, N.A.
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by /s/ Prakash M. Chonkar
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Name: Prakash M. Chonkar
Title: Managing Director
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Mellon Bank, N.A.
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by /s/ Maria N. Sisto
----------------------
Name: Maria N. Sisto
Title: Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution First Union National Bank
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by /s/ Stasia H. Whiteman
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Name: Stasia H. Whiteman
Title: Vice President
<PAGE>
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
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Name: Donald D. Dabisch
Title: Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution The Industrial Bank of Japan, Limited
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by /s/ J. Kenneth Biegen
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Name: J. Kenneth Biegen
Title: Senior Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Suntrust Bank
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by /s/ W. David Wisdom
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Name: W. David Wisdom
Title: Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Erste Bank New York Branch
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by /s/ Rima Terradista
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Name: Rima Terradista
Title: Vice President
/s/ John S. Runnlon
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Name: John S. Runnlon
Title: First Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Standard Chartered Bank
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by /s/ Peter G. R. Dodds
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Name: Peter G. R. Dodds
Title: Senior Credit Officer
/s/ Lalita Vadhri
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Name: Lalita Vadhri
Title: Vice President
<PAGE>
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
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Name: Robert Gallagher
Title: Vice President
Corporate Finance Dept.
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Morgan Guaranty Trust Co. of NY
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by /s/ Robert Bottamedi
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Name: Robert Bottamedi
Title: Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution CIBC World Markets
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by /s/ Carol Kizzia
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Name: Carol Kizzia
Title: Managing Director
CIBC World Markets Corp., As Agent
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution San Paolo IMI Bank SPA
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by /s/ Carlo Persico
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Name: Carlo Persico
Title: D.A.M.
/s/ Robert Wurster
----------------------
Name: Robert Wurster
Title: V. P.
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Credit Agricole Indosuez
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by /s/ Rene Le Blanc /s/ Michael G. Haggerty
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Name: Rene Le Blanc Michael G. Haggerty
Title: V. P., Vice President
Sr. Rel. Mgr.
<PAGE>
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
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by /s/ Frederic W. Hall
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Name: Frederic W. Hall
Title: Vice President
by /s/ Leonardo Valentini
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Name: Leonardo Valentini
Title: First Vice President
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution The Bank of New York
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by /s/ Walter C. Parelli
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Name: Walter C. Parelli
Title: Vice President
<PAGE>
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
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Name: Richard Pace Nanette Baudon
Title: Vice President, Vice President
Corporate Banking Division
<PAGE>
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.
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by /s/ William F. Hamilton
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Name: William F. Hamilton
Title: Director
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution Deutsche Bank
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by /s/ Stephan Peetzer
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Name: Stephan Peetzer
Title: Director
by /s/ Robert W. Casey, Jr.
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Name: Robert W. Casey, Jr.
Title: Managing Director
<PAGE>
SIGNATURE PAGE TO
AMENDMENT, DATED AS OF
SEPTEMBER 26, 2000
To Approve the Amendment:
Name of Institution The Sumitomo Bank, Limited
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by /s/ C. Michael Garrido
-------------------------
Name: C. Michael Garrido
Title: Senior Vice President
