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Coltec Industries Inc – ‘10-K’ for 12/31/93 – EX-4.13

As of:  Tuesday, 3/22/94   ·   For:  12/31/93   ·   Accession #:  912057-94-1007   ·   File #:  1-07568

Previous ‘10-K’:  None   ·   Next:  ‘10-K’ on 3/14/96 for 12/31/95   ·   Latest:  ‘10-K’ on 3/24/99 for 12/31/98

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/22/94  Coltec Industries Inc             10-K       12/31/93   19:991K                                   Merrill Corp/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         45    246K 
 5: EX-4.10     Instrument Defining the Rights of Security Holders    14     32K 
 6: EX-4.11     Instrument Defining the Rights of Security Holders    11     23K 
 7: EX-4.12     Instrument Defining the Rights of Security Holders    12     30K 
 8: EX-4.13     Instrument Defining the Rights of Security Holders    11     28K 
 9: EX-4.14     Instrument Defining the Rights of Security Holders   281    900K 
 2: EX-4.7      Instrument Defining the Rights of Security Holders     9     21K 
 3: EX-4.8      Instrument Defining the Rights of Security Holders    17     39K 
 4: EX-4.9      Instrument Defining the Rights of Security Holders    16     36K 
11: EX-10.13    Material Contract                                      1      8K 
12: EX-10.15    Material Contract                                      1      7K 
13: EX-10.16    Material Contract                                     35     62K 
14: EX-10.17    Material Contract                                      7     23K 
15: EX-10.18    Material Contract                                     18     45K 
10: EX-10.3     Material Contract                                      1      8K 
16: EX-12.1     Statement re: Computation of Ratios                    1     10K 
17: EX-13.1     Annual or Quarterly Report to Security Holders        37    212K 
18: EX-21.1     Subsidiaries of the Registrant                         1     10K 
19: EX-23.1     Consent of Experts or Counsel                          1      8K 


EX-4.13   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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11st Page   -   Filing Submission
4Coltec Industries Inc
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[CONFORMED COPY] EIGHTH WAIVER ------------- EIGHTH WAIVER (the "Waiver"), dated as of December 23, 1993, among COLTEC INDUSTRIES INC (the "Company") and the financial institutions party to the Credit Agreement referred to below (the "Banks"). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Company, the Banks, Bankers Trust Company, Chemical Bank (as successor by merger with Manufacturers Hanover Trust Company), Barclays Bank PLC, New York Branch, and Credit Lyonnais New York Branch, as Agents, and Bankers Trust Company, as Administrative Agent, are parties to a Credit Agreement, dated as of March 24, 1992, as amended to the date hereof (as so amended, the "Credit Agreement"); and WHEREAS, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: 1. Notwithstanding anything to the contrary contained in Section 9.02 or any other provision of the Credit Agreement or any other Credit Document, CFPI Inc., a Delaware corporation and a direct Wholly-Owned Subsidiary of CII Holdings Inc. ("CFPI"), and CPFM Inc., a Delaware corporation and a direct Wholly-Owned Subsidiary of CFPI ("CPFM"), each an indirect Wholly-Owned Subsidiary of the Company, shall each be permitted to merge with and into the Company (the "Merger") provided that (i) the Company shall be the surviving corporation and shall be named "Coltec Industries Inc.", (ii) the Merger shall be consummated on or prior to January 10, 1994 and (iii) prior to the Merger, the Administrative Agent and the Banks shall have received a certificate signed by the president or any vice president of the Company certifying copies of the Certificate of Merger and the Agreement of Merger providing for such Merger and any other documents relating to the consummation of such Merger (collectively, the "Merger Documents"), and such Merger Documents shall comply with Section 9.13 of the Credit
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Agreement and be satisfactory in form and substance to the Administrative Agent. 2. The Banks hereby acknowledge that upon the consummation of the Merger in accordance with this Waiver, the Collateral Agent may release from pledge under the Subsidiaries Pledge Agreement the stock certificates repre- senting all of the issued and outstanding shares of capital stock of CFPI and CPFM, respectively. 3. Notwithstanding anything to the contrary contained in Section 9.13(iii) of the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, Coltec Holdings Inc. shall be permitted to amend its Certificate of Incorporation to reduce the number of shares of authorized common stock from 80,000 shares to 10,000 shares and to eliminate all of its authorized preferred stock, presently consisting of 2,000,000 shares. 4. Notwithstanding anything to the contrary contained in Section 9.17 of the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, the Company shall be permitted to create a new subsidiary in Barbados ("Newco") in order to effect the Foreign Merger (as defined below), provided that the Administrative Agent and the Banks shall have received a certificate signed by the president or any vice president of the Company certifying copies of any relevant corporate organizational documents prepared in connection with the incorporation of Newco (collectively, the "Newco Documents"), and such Newco Documents shall be satisfactory in form and substance to the Administrative Agent. 5. Notwithstanding anything to the contrary contained in Section 9.02 or any other provision of the Credit Agreement or any other Credit Document, Coltec International Inc. shall be permitted to merge with and into Newco (the "Foreign Merger") provided that (i) the Foreign Merger shall be consummated on or prior to January 10, 1994 and (ii) at the time of the Foreign Merger, the Administrative Agent and the Banks shall have received a certificate signed by the President or any Vice President of the Company certifying copies of the Certificate of Merger providing for such Foreign Merger and any other documents relating to the consummation of such Foreign Merger (collectively, the "Foreign Merger Documents") and such Foreign Merger Documents shall comply with Section 9.13 of the Credit Agreement and be -2-
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satisfactory in form and substance to the Administrative Agent. 6. The Banks hereby acknowledge that upon the consummation of the Foreign Merger in accordance with this Waiver, and the pledge of 66% of the issued and outstanding shares of capital stock of Newco, the Collateral Agent may release from pledge under the Company Pledge Agreement the stock certificates representing 66% of the issued and outstanding shares of capital stock of Coltec International, Inc. 7. In order to induce the Banks to enter into this Waiver, the Company hereby (i) makes each of the representations, warranties and agreements contained in Section 7 of the Credit Agreement and (ii) represents and warrants that there exists no Default or Event of Default, in each case on the Waiver Effective Date (as defined herein) both before and after giving effect to this Waiver. 8. This Waiver is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 9. This Waiver may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Administrative Agent. 10. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 11. This Waiver shall become effective on the date (the "Waiver Effective Date") when the Company and the Required Banks shall have signed a copy hereof (whether the same or different copies) and shall have delivered (including by way of facsimile) the same to the Administrative Agent at the Notice Office. 12. From and after the effective date of this Waiver as set forth in Section 7 hereof, all references in the Credit Agreement and the other Credit Documents to the Credit Agreement shall be deemed to be references to such Credit Agreement as modified hereby. -3-
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IN WITNESSES WHEREOF, each of the parties hereto has caused a counterpart of this Waiver to be duly executed and delivered as of the date first above written. COLTEC INDUSTRIES INC By Paul Schoen ------------------------------ Title: Executive Vice President & Treasurer BANKERS TRUST COMPANY, Individually, as Agent, as Mortgagee and as Administrative Agent By Mary Kay Coyle ------------------------------ Title: Vice President CHEMICAL BANK (as successor by merger with Manufacturers Hanover Trust Company), Individually, and as Agent By William M. Lane ------------------------------ Title: Managing Director BARCLAYS BANK PLC, NEW YORK BRANCH, Individually, and as Agent By John Giammone ------------------------------ Title: Director -4-
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CREDIT LYONNAIS NEW YORK BRANCH, Individually, and as Agent By Mark Campellone ------------------------------ Title: Vice President CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Mark Campellone ------------------------------ Title: Authorized Signature Vice President THE BANK OF MONTREAL By Glen A. Pole ------------------------------ Title: Director THE BANK OF NEW YORK By William A. Kerr ------------------------------ Title: Vice President THE BANK OF TOKYO TRUST COMPANY By ------------------------------ Title: -5-
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BANQUE FRANCAISE DU COMMERCE EXTERIEUR By David Kopp ------------------------------ Title: Vice President BANQUE PARIBAS By ------------------------------ Title: By ------------------------------ Title: THE CHASE MANHATTAN BANK, N.A. By George Hansen ------------------------------ Title: Vice President COMMONWEALTH BANK OF AUSTRALIA By Peter F. Ewers ------------------------------ Title: First Vice President EATON VANCE PRIME RATE RESERVES By Barbara Campbell ------------------------------ Title: Assistant Treasurer -6-
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THE FUJI BANK, LIMITED, New York Branch By ------------------------------ Title: GIROCREDIT BANK, New York Branch By ------------------------------ Title: THE INDUSTRIAL BANK OF JAPAN, LIMITED, New York Branch By Tsuneki Hara ------------------------------ Title: Joint General Manager THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH By Mitsuo Matsunaga ------------------------------ Title: Vice President THE MITSUBISHI TRUST AND BANKING CORPORATION By Patricia Loret de Mola ------------------------------ Title: Senior Vice President -7-
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THE NIPPON CREDIT BANK, LTD., New York Branch By Ronald A. Fisher ------------------------------ Title: Vice President UNION BANK OF FINLAND LIMITED, Grand Cayman Branch By Durval Araujo ------------------------------ Title: Vice President By James Kyprios ------------------------------ Title: Senior Vice President VAN KAMPEN MERRITT PRIME RATE INCOME TRUST By ------------------------------ Title: ARAB BANKING CORP. By Louise Bilbro ------------------------------ Title: Vice President -8-
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BAHRAIN MIDDLE EAST BANK E.C. New York Agency By Matthews Kuruvilla ------------------------------ Title: General Manager/ Senior Vice President By Audrey Brown ------------------------------ Title: AVP BANK OF IRELAND By Randolph Ross ------------------------------ Title: Vice President THE BANK OF NOVA SCOTIA By Stephen Lockhart ------------------------------ Title: Vice President BANK OF SCOTLAND By ------------------------------ Title: -9-
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MERRILL LYNCH PRIME FUND INC. By John R. Lennon ------------------------------ Title: Authorized Signatory MERRILL LYNCH PRIME RATE PORTFOLIO BY MERRILL LYNCH INVESTMENT MANAGEMENT, INC., as investment advisor By ------------------------------ Title: RESTRUCTURED OBLIGATION BACKED BY SENIOR ASSETS B.V. By ------------------------------ Title: RYOSHIN LEASING (USA) INC. By ------------------------------ Title: STICHTING RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS 2 (ROSA2) (Chancellor) By ------------------------------ Title: -10-
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TOKYO CITY FINANCE (ASIA) LIMITED By ------------------------------ Title: TOKYO TRUST AND BANKING COMPANY, LTD. New York Branch By ------------------------------ Title: TRAVELERS INSURANCE COMPANY By ------------------------------ Title: -11-

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘10-K’ Filing    Date First  Last      Other Filings
Filed on:3/22/94S-3
1/10/9412
For Period End:12/31/93
12/23/931
3/24/921
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Filing Submission 0000912057-94-001007   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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