FOURTH AMENDMENT dated as of March 1, 1999 (the "Fourth Amendment") to the
CREDIT AGREEMENT dated as of October 16, 1997, as amended by the First Amendment
and Waiver dated as of March 27, 1998, the Amendment No. 2 dated as of August
24, 1998 and the Third Amendment dated as of September 30, 1998 (the "Credit
Agreement") between TECHNOLOGY FLAVORS & FRAGRANCES, INC., a Delaware
corporation having its principal place of business at 00 Xxxxxx Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxx 00000 (the "Borrower") and THE CHASE MANHATTAN BANK, a New
York banking corporation, having an office at 000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxx Xxxx 00000 (the "Bank").
WHEREAS, the Borrower has requested and the Bank has agreed, subject to the
terms and conditions of this FOURTH AMENDMENT, to amend certain provisions of
the Credit Agreement to reflect the requests herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. Amendment to ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS. Section 1.1.
Definitions.
The definition of "Revolving Credit Termination Date", as amended by
The First Amendment, is hereby further amended by deleting the date
"March 31, 1999" contained therein and by substituting therefor
"June 30, 1999".
2. Amendment to ARTICLE 4. GENERAL CREDIT PROVISIONS; FEES AND
PAYMENTS. Section 4.3 Interest on Loans. Subsection (a) Alternate
Base Rate Loans.
Section 4.3 (a) of the Credit Agreement, as amended by the Third
Amendment is hereby further amended by deleting the phrase "plus a
margin of 1% per annum" contained in the fourth line thereof and
substituting therefor the phrase "plus a margin of 2 1/2% per
annum".
3. Amendment to ARTICLE 4. GENERAL CREDIT PROVISIONS; FEES AND
PAYMENTS. Section 4.4. Commitment Fee.
Section 4.4 of the Credit Agreement is hereby amended by deleting
the phrase "equal to 1/8 of 1% per annum" and by substituting
therefor the phrase "equal to 1/4 of 1% per annum".
4. Amendment to ARTICLE 10. FINANCIAL COVENANTS. Section 10.2.
Consolidated Net Worth Plus Consolidated Subordinated Debt.
Section 10.2 of the Credit Agreement is hereby amended by deleting
it in its entirety and by substituting therefor the following:
"Maintain at all times for the periods set forth below a minimum sum
of Consolidated Net Worth Plus Consolidated Subordinated Debt of not
less than the amounts set forth opposite such periods:
Period Amount
------ ------
9/30/98 - 12/30/98 $3,590,000
12/31/98 - 3/30/99 $3.340,000
3/31/99 and thereafter $3,440,000"
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This FOURTH AMENDMENT and NOTE MODIFICATION #1 (as hereafter defined) shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in said State.
All capitalized terms not otherwise defined herein are used with the respective
meanings given to such terms in the Credit Agreement.
Except as expressly amended or waived hereby, the Credit Agreement shall remain
in full force and effect in accordance with the original terms thereof and are
hereby ratified and affirmed. This FOURTH AMENDMENT herein contained is limited
specifically to the matters set forth above and does not constitute directly or
by implication an amendment or waiver of any other provision of the Credit
Agreement or any default which may occur or may have occurred under the Credit
Agreement. This FOURTH AMENDMENT supersedes any prior negotiations, agreements,
understandings or arrangements, or written and verbal communications by the Bank
to the Borrower with regard to the matters set forth herein and this FOURTH
AMENDMENT and the NOTE MODIFICATION #1 together with the Credit Agreement and
the Facility Documents contain the entire understanding and agreement of the
parties with respect to the subject matter contained herein.
Please be advised that any requests for additional amendments and waivers of
compliance with the terms of the Credit Agreement will be evaluated by the Bank
when formally requested in writing by the Borrower and subject to approval by
the Bank, in its sole discretion. All amendments and waivers shall be subject to
the provisions of Section 12.1 of the Credit Agreement.
The Borrower hereby represents and warrants that, after giving effect to this
FOURTH AMENDMENT, (i) all representations and warranties contained in Article 7
of the Credit Agreement shall be deemed restated and are true and correct as of
the date hereof and (ii) no Event of Default or event which with the giving of
notice or lapse of time or both would constitute an Event of Default exists
under the Credit Agreement or any documents relating thereto; and no right of
offset, defense, counterclaim or objection in favor of the Borrower arising out
of or with respect to the Obligations exists.
This FOURTH AMENDMENT may be executed in any number of counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute but one FOURTH AMENDMENT. This FOURTH AMENDMENT shall become
effective when the Bank shall have received (x) an amendment fee in the amount
of $15,000 payable to the Bank by the Borrower, (y) the duly executed Note
Modification #1 dated as of March 1, 1999 in the form attached hereto as Exhibit
A (the "Note Modification #1") to the Revolving Credit Note dated as of October
16, 1997 and (z) counterparts of this FOURTH AMENDMENT duly executed by an
authorized signer of each of the parties hereto.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this FOURTH AMENDMENT
to be duly executed by their duly authorized officers, all as of the day and
year first above written.
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK
By:
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Name:
Title: Vice President
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The undersigned, not a party to the Credit Agreement but a Guarantor under a
separate Guarantee dated as of October 16, 1997 in favor of The Chase Manhattan
Bank (the "Guarantee") hereby consents, accepts and agrees to the terms of the
FOURTH AMENDMENT contained herein and reaffirms that such Guarantee remains in
full force and effect.
TECHNOLOGY FLAVORS & FRAGRANCES, INC. (CANADA)
By:
----------------------------------
Name:
Title:
The undersigned, not a party to the Credit Agreement but a Guarantor under a
separate Guarantee dated as of March 27, 1998 in favor of The Chase Manhattan
Bank (the "Guarantee") hereby consents, accepts and agrees to the terms of the
FOURTH AMENDMENT contained herein and reaffirms that such Guarantee remains in
full force and effect.
TECHNOLOGY FLAVORS & FRAGRANCES CHILE S.A.
By:
----------------------------------
Name:
Title:
-4-
EXHIBIT A
NOTE MODIFICATION #1
TO
REVOLVING CREDIT NOTE
March __, 1999
The Revolving Credit Note dated October 16, 1997 (the "Revolving Credit
Note") of TECHNOLOGY FLAVORS & FRAGRANCES, INC., (the "Borrower") to which this
NOTE MODIFICATION #1 is attached and evidencing revolving credit loans made by
THE CHASE MANHATTAN BANK (the "Bank") to the Borrower is hereby amended by:
1. deleting the amount "$6,000,000" appearing on the upper left side of
the first page of the Revolving Credit Note and by substituting
therefor the amount "$2,750,000",
2. deleting the text "October 16, 1999" contained in the fourth line of
the first paragraph thereof and substituting therefor the text "June
30, 1999", and
3. deleting the text "SIX MILLION DOLLARS ($6,000,000)," contained
fifth line of the first paragraph thereof and substituting therefor
the text "TWO MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($2,750,000)".
All other terms of the Revolving Credit Note remain unchanged and in full
force and effect.
The Borrower agrees that any and all amounts outstanding under the
Revolving Credit Note (as defined above) of the Borrower to the Bank is
deemed outstanding under the Revolving Credit Note as amended as of the
date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
TECHNOLOGY FLAVORS & FRAGRANCES, INC..
By:
----------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
----------------------------------
Vice President
NOTE MODIFICATION #1
TO
REVOLVING CREDIT NOTE
March 1, 1999
The Revolving Credit Note dated October 16, 1997 (the "Revolving Credit
Note") of TECHNOLOGY FLAVORS & FRAGRANCES, INC., (the "Borrower") to which this
NOTE MODIFICATION #1 is attached and evidencing revolving credit loans made by
THE CHASE MANHATTAN BANK (the "Bank") to the Borrower is hereby amended by:
1. deleting the amount "$6,000,000" appearing on the upper left side of
the first page of the Revolving Credit Note and by substituting
therefor the amount "$2,750,000",
2. deleting the text "October 16, 1999" contained in the fourth line of
the first paragraph thereof and substituting therefor the text "June
30, 1999", and
3. deleting the text "SIX MILLION DOLLARS ($6,000,000)," contained
fifth line of the first paragraph thereof and substituting therefor
the text "TWO MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($2,750,000)".
All other terms of the Revolving Credit Note remain unchanged and in full
force and effect.
The Borrower agrees that any and all amounts outstanding under the
Revolving Credit Note (as defined above) of the Borrower to the Bank is
deemed outstanding under the Revolving Credit Note as amended as of the
date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
TECHNOLOGY FLAVORS & FRAGRANCES, INC..
By:
----------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
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Vice President
