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EXHIBIT 4.5A
AMENDMENT XX. 0
XXXXXXXXX XX., 0 dated of July 31, 1998, between SOVEREIGN SPECIALTY
CHEMICALS, INC., a corporation duly organized and validly existing under the
laws of the State of Delaware; SIA ADHESIVES, INC., a corporation duly organized
and validly existing under the laws of the State of Delaware; XXXXXX & XXXXXXX
CORP., a corporation duly organized and validly existing under the laws of the
State of New York; XXXXXX CHEMICALS, INC., a corporation duly organized and
validly existing under the laws of the State of New Hampshire; and OSI SEALANTS,
INC., a corporation duly organized and validly existing under the laws of the
State of Illinois (collectively, the "Borrowers"); each of the lenders that is a
signatory hereto (individually, a "Lender" and, collectively, the "Lenders");
and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
The Borrowers, Xxxxxx Products Company, Inc. ("Xxxxxx"), the Lenders,
and the Administrative Agent are parties to an Amended and Restated Credit
Agreement dated as of August 5, 1997, as amended by Amendment No. 1 dated as of
December 10, 1997 (as heretofore modified and supplemented and in effect on the
date hereof, the "Credit Agreement"). Pursuant to the Waiver, Consent and
Release, dated as of March 31, 1998, among the Borrower, Xxxxxx, the Lenders and
the Administrative Agent, inter alia, Xxxxxx was released as a Borrower under
the Credit Agreement and all of the other Loan Documents. The Borrowers have
requested that the Lenders agree to amend the Credit Agreement as provided
herein and, accordingly, the Borrowers and the Lenders hereby agree as follows;
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to Section 4 hereof, but with effect
on and after the date hereof, the Credit Agreement shall be amended as follows:
2.01. The definition of "Mortgage" is hereby amended by inserting
"or Section 9.21" after "Section 7.01(i)".
2.02. Section 9.07(f) is hereby amended by deleting "$4,000,000"
and substituting "$8,000,000" therefor.
2.03. Section 9.07(i) is hereby amended by (i) inserting after
"hereunder," the following: "provided that such amounts to be paid shall be
specified to the Administrative Agent simultaneously with the financial
statements required to be delivered pursuant to Section 9.01(a) hereof, and
provided, further that" and (ii) deleting "provided that".
Amendment No. 2
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2.04. Section 9.08(l) is hereby amended by (i) deleting "$200,000"
and substituting "$300,000" therefor and (ii) deleting "$2,670,315" and
substituting "$3,500,000" therefor.
2.05. Section 9.10(a) is hereby deleted in its entirety and the
following substituted therefor:
"(a) Leverage Ratio. SSC will not permit the Leverage Ratio to
exceed the following respective ratios at any time during the following
respective periods:
Period Ratio
------ -----
March 31, 1998 through March 31, 1999 5.75 to 1
April 1, 1999 through September 30, 1999 5.50 to 1
October 1, 1999 through June 30, 2000 5.25 to 1
July 1, 2000 through September 30, 2000 5.00 to 1
October 1, 2000 through March 31, 2001 4.50 to 1
April 1, 2001 through June 30, 2001 4.25 to 1
July 1, 2001 through September 30, 2001 4.00 to 1
October 1, 2001 and thereafter 3.50 to 1".
2.06 Section 9.10(c) is hereby deleted in its entirety and the
following substituted therefor:
"(b) Interest Coverage Ratio. SSC will not permit the Interest
Coverage Ratio to be less than the following respective ratios as at the last
day of any fiscal quarter ending during the following respective periods:
Period Ratio
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March 31, 1998 through September 30, 1999 1.75 to 1
October 1, 1999 through March 31, 2000 2.00 to 1
April 1, 2000 through March 31, 2001 2.25 to 1
April 1, 2001 through March 31, 2002 2.50 to 1
April 1, 2002 through March 31, 2003 2.75 to 1
April 1, 2003 and thereafter 3.00 to 1".
Amendment No. 2
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2.07. Section 9.12 is hereby amended by deleting the list of fiscal
years and the aggregate amounts of Capital Expenditures specified therein and
substituting therefor the following:
"Fiscal Year Amount
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1997 $5,500,000
1998 $5,500,000
1999 $5,750,000
2000 $5,750,000
2001 $6,000,000
2002 $6,250,000
2003 $6,500,000".
2.08. A new Section 8.19 shall be added to the Credit Agreement as
follows:
"8.19 Year 2000. Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) the Obligors' computer
systems and (ii) equipment containing embedded microchips (including
systems and equipment supplied by others or with which Obligors' systems
interface) and the testing of all such systems and equipment, as so
reprogrammed, will be materially completed by June 30, 1999. The cost to
the Obligors of such reprogramming and testing and of the reasonably
foreseeable consequences of year 2000 to the Obligors (including, without
limitation, reprogramming errors and the failure of others' systems or
equipment) will not result in a Default or a Material Adverse Effect.
Except for such of the reprogramming referred to in the preceding sentence
as may be necessary, the computer and management information systems of the
Obligors are and, with ordinary course upgrading and maintenance, will
continue to be, sufficient to permit the Obligors to conduct their
businesses without Material Adverse Effect."
Section 3. Representations and Warranties. The Borrowers jointly
and severally represent and warrant to the Lenders and the Administrative Agent
that (a) this Amendment No. 2 has been duly and validly authorized, executed and
delivered by each such Borrower and this Amendment No. 2, and the Credit
Agreement as amended hereby, constitute such Borrower's legal, valid and binding
obligation, enforceable against such Borrower in accordance with its terms and
(b) immediately after giving effect to this Amendment No. 2, no Default shall
have occurred and be continuing. It shall be an Event of Default for all
purposes of the Credit Agreement, as amended hereby, if any representation,
warranty or certification made by the Borrowers in this Amendment No. 2, or in
any certificate or other writing furnished to any Lender or the Administrative
Agent pursuant to this Amendment No. 2, shall prove to have been false or
misleading as of the time made or furnished in any material respect.
Amendment No. 2
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Section 4. Effectiveness. This Amendment No. 2 shall become
effective as of the date first above written subject to (i) the payment by SSC
to the Lenders by wire transfer of immediately available funds an amount equal
to 0.10% of the respective Commitments of the Lenders and (ii) the execution
hereof by the Borrowers, the Administrative Agent and the Lenders constituting
the Majority Lenders under the Credit Agreement.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by and construed in accordance with the law of
the State of New York.
[Signature Page Follows.]
Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed and delivered as of the day and year first above written.
SOVEREIGN SPECIALTY CHEMICALS, INC.
By: /s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: VP, CFO, Sec. Treas.
SIA ADHESIVES, INC.
By: /s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: VP, CFO, Sec. Treas.
XXXXXX & XXXXXXX CORP.
By: /s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: VP, CFO, Sec. Treas.
XXXXXX CHEMICALS, INC.
By: /s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: VP, CFO, Sec. Treas.
OSI SEALANTS, INC.
By: /s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: VP, CFO, Sec. Treas.
Amendment No. 2
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THE CHASE MANHATTAN BANK
By: /s/ XXXX XXXXXXXXX XXXXX
-------------------------
Name: Xxxx Xxxxxxxxx Xxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By:
----------------------
Name:
Title:
LASALLE NATIONAL BANK
By:
----------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------
Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
----------------------
Name:
Title:
Amendment No. 2
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THE CHASE MANHATTAN BANK
By:
----------------------
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK
By: /s/ XXXXXX X. XXXXX
----------------------
Name: Xxxxxx X. Xxxxx
Title: V.P.
LASALLE NATIONAL BANK
By:
----------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------
Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
----------------------
Name:
Title:
Amendment No. 2
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THE CHASE MANHATTAN BANK
By:
-------------------------
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK
By:
----------------------
Name:
Title:
LASALLE NATIONAL BANK
By: /s/ YOUNG J. PARK
----------------------
Name: Young J. Park
Title: V.P.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------
Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
----------------------
Name:
Title:
Amendment No. 2
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THE CHASE MANHATTAN BANK
By:
-------------------------
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK
By:
----------------------
Name:
Title:
LASALLE NATIONAL BANK
By:
----------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ XXXXXX X. XXXXX
----------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
BHF-BANK AKTIENGESELLSCHAFT
By:
----------------------
Name:
Title:
Amendment No. 2
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THE CHASE MANHATTAN BANK
By:
-------------------------
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK
By:
----------------------
Name:
Title:
LASALLE NATIONAL BANK
By:
----------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------
Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ XXXXXX JCIFO By: /s/ XXXXX XX
---------------------- ----------------------
Name: Xxxxxx Jcifo Name: Xxxxx Xx
Title: AVP. Title: AVP.
Amendment No. 2
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CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXXXXXX X. XXXXXX /s/ XXXX PAUSE
------------------------- --------------
Name: Xxxxxxxxx X. Xxxxxx Xxxx Pause
Title: First Vice President Senior Vice President
BANKBOSTON, N.A.
By:
----------------------
Name:
Title:
NATIONAL CITY BANK
By:
----------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
----------------------
Name:
Title:
Amendment No. 2
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CREDIT AGRICOLE INDOSUEZ
By:
-------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
----------------------
Name:
Title:
NATIONAL CITY BANK
By: /s/ XXXXX X. XXXXXX
----------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
----------------------
Name:
Title:
Amendment No. 2
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CREDIT AGRICOLE INDOSUEZ
By:
-------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
----------------------
Name:
Title:
NATIONAL CITY BANK
By:
----------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
Amendment No. 2
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THE CHASE MANHATTAN BANK,
as Administrative Agent
By: /s/ XXXX XXXXXXXXX XXXXX
----------------------------
Name: Xxxx Xxxxxxxxx Xxxxx
Title: Vice President
Amendment No. 2
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