EXHIBIT 10.25
EXECUTION COPY
AMENDMENT AND WAIVER NO. 3 UNDER THE LOAN DOCUMENTS
Amendment and Waiver dated as November 7, 2000 to the Amended and
Restated Credit Agreement dated as of March 24, 1999 (as modified by Waiver No.
1 dated as of December 30, 1999 and as amended and further modified by Amendment
and Waiver No. 2 dated as of January 24, 2000, the "CREDIT AGREEMENT") among
United Industries Corporation, a Delaware corporation (the "BORROWER"), certain
banks, financial institutions and other institutional lenders party thereto,
Bank of America, N.A. (formerly known as NationsBank, N.A.) ("B OF A"), as Swing
Line Bank and Initial Issuing Bank thereunder, Banc of America Securities LLC
(formerly known as NationsBanc Xxxxxxxxxx Securities LLC) ("BAS") and Xxxxxx
Xxxxxxx Senior Funding, Inc. ("MSSF"), as Co-Arrangers therefor, Canadian
Imperial Bank of Commerce, as Documentation Agent therefor, MSSF, as Syndication
Agent thereunder, BAS, as Lead Arranger and Book Manager therefor, and B of A,
as Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lender Parties
thereunder. Capitalized terms not otherwise defined in this Amendment and Waiver
shall have the same meanings as specified therefore in the Credit Agreement.
PRELIMINARY STATEMENTS
(1) The Borrower has requested that the Lender Parties agree to amend
the Credit Agreement in order, among other things, (a) to modify Section 5.04(a)
of the Credit Agreement to increase the maximum Leverage Ratio that the Borrower
is permitted to maintain on and from time to time after the date of this
Amendment and Waiver and Sections 5.04(b) and 5.04(c) to decrease the minimum
Fixed Charge Coverage Ratio and minimum Interest Coverage Ratio that the
Borrower is required to maintain for each Measurement Period ending on or after
December 31, 2000, and (b) to modify the definition of "CONSOLIDATED EBITDA" set
forth in Section 1.01 of the Credit Agreement to add back certain non-recurring
charges. The Borrower has further requested that the Lender Parties agree to
waive any and all Defaults and Events of Default under Section 6.01(c) of the
Credit Agreement that have occurred and are continuing as a result of the
failure of the Borrower (i) to maintain a Leverage Ratio of not more than 7.05:1
at all times during the period commencing on September 30, 2000 and ending on
the date of this Amendment and Waiver as required under the terms of Section
5.04(a) of the Credit Agreement, (ii) to maintain a Fixed Charge Coverage Ratio
of not less than 1.00:1 as of the last day of the Measurement Period ending in
September 2000 as required under the terms of Section 5.04(b) of the Credit
Agreement, and (iii) to maintain an Interest Coverage Ratio of not less than
1.45:1 as of the last day of the Measurement Period ending in September 2000 as
required under the terms of Section 5.04(c) of the Credit Agreement.
(2) The Lender Parties have indicated their willingness to agree to
so amend the Credit Agreement, to so waive the requirements of Sections 5.04(a),
5.04(b) and 5.04(c) of the Credit Agreement and to make the other amendments set
forth herein, all on the terms and subject to the satisfaction of the conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:
SECTION 1. AMENDMENTS OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT.
The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to add the
following new definition in its appropriate alphabetic order:
"AMENDMENT NO. 3 EFFECTIVE DATE" means the first date on which
all of the conditions precedent to the effectiveness of Amendment and
Waiver No. 3 to the Loan Documents were satisfied.
"SENIOR LEVERAGE RATIO" means, at any date of determination, the
ratio of (a)(i) all Funded Indebtedness of the Borrower and its
Subsidiaries (other than (x) the aggregate principal amount of all
Revolving Credit Advances, Swing Line Advances and Letter of Credit
Advances outstanding on such date and (y) Indebtedness under or in
connection with the Senior Subordinated Notes) PLUS (ii) the average
daily aggregate principal amount of all Revolving Credit Advances,
Swing Line Advances and Letter of Credit Advances outstanding during
the most recently completed Measurement Period prior to such date PLUS
(iii) to the extent not otherwise included in subclause (a)(i) or
(a)(ii) of this definition, all Indebtedness of the Borrower and its
Subsidiaries outstanding on such date that would (or would be required
to) appear on the Consolidated balance sheet of the Borrower and its
Subsidiaries (other than any such outstanding Indebtedness evidenced
by the Permitted Preferred Stock and the Senior Subordinated Notes) to
(b) Pro Forma Consolidated EBITDA of the Borrower and its Subsidiaries
for the most recently completed Measurement Period prior to such date;
it being understood that the $15,000,000 of Net Cash Proceeds received
by the Borrower pursuant to the issuance and sale of UIC Common Stock
and/or Permitted Preferred Stock to the Equity Investors on or prior
to the Amendment No. 3 Effective Date shall be used to prepay the Term
Facilities pursuant to Section 2.06(a) and 2.06(b) and that as a
result thereof the Senior Leverage Ratio shall be reduced as of the
Amendment No. 3 Effective Date.
(b) Section 1.01 of the Credit Agreement is hereby further amended to
restate the following definitions set forth therein in their entirety to
read as follows:
"APPLICABLE MARGIN" means, with respect to each of the Term
Facilities and the Revolving Credit Facility (i) prior to the
Amendment No. 3 Effective Date, the Applicable Margin in effect from
time to time during such period and (ii) at any time and from time to
time on and after the Amendment No. 3 Effective Date, a rate per annum
equal to the percentage set forth below for the applicable Type of
Advances outstanding under such Facility opposite the applicable
Performance Level at such time:
Term
Term A/Revolving
A/Revolving Credit Term B
Performance Credit Base Eurodollar Rate Term B Base Eurodollar
Level Rate Advances Advances Rate Advances Rate Advances
----------------------------------------------------------------------------------------------------
I 1.50% 2.50% 2.50% 3.50%
II 1.75% 2.75% 2.50% 3.50%
III 2.25% 3.25% 3.00% 4.00%
IV 2.50% 3.50% 3.00% 4.00%
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V 2.50% 3.50% 3.00% 4.00%
The Applicable Margin for each Base Rate Advance shall be determined
by reference to the Performance Level in effect from time to time and
the Applicable Margin for each Eurodollar Rate Advance shall be
determined by reference to the Performance Level in effect on the
first day of each Interest Period.
"FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of
(a)(i) Consolidated EBITDA of the Borrower and its Subsidiaries (or,
solely for purposes of determining compliance with the applicable
requirements of Section 5.02(c), 5.02(d) or 5.02(e), Pro Forma
Consolidated EBITDA) for such period, PLUS (ii) during the period from
the Amendment No. 3 Effective Date through and including September 30,
2001, $7,000,000, LESS (iii) the aggregate amount of all Capital
Expenditures made in cash by or on behalf of the Borrower and its
Subsidiaries during such period to (b) an amount equal to (i)
Consolidated Cash Interest Expense of the Borrower and its
Subsidiaries for such period, PLUS (ii) the aggregate principal amount
(or the equivalent thereto) of all Scheduled Principal Payments of the
Borrower and its Subsidiaries for such period, PLUS (iii) the
aggregate amount of all Cash Distributions made by or on behalf of the
Borrower during such period (other than redemptions or repurchases of
UIC Common Stock, or warrants, rights or options to acquire UIC Common
Stock, from retired, terminated, deceased or departing executives and
managers made during such period to the extent otherwise permitted
under Section 5.02(f)(vii)); PROVIDED that, solely for the purposes of
determining the Fixed Charge Coverage Ratio for the first three
Measurement Periods ending after the Closing Date, (A) the
Consolidated Cash Interest Expense of the Borrower and its
Subsidiaries for such Measurement Period shall be equal to (1) the
Consolidated Cash Interest Expense for the completed Fiscal Quarters
since the Closing Date MULTIPLIED BY (2) a fraction the numerator of
which is four and the denominator of which is equal to the number of
completed Fiscal Quarters since the Closing Date and (B) the aggregate
principal amount of all Scheduled Principal Payments of the Borrower
and its Subsidiaries for such Measurement Period shall be the
aggregate principal amount of all Advances scheduled to be repaid
under Sections 2.04(a) and 2.04(b) during the period from the Closing
Date to the first anniversary thereof; and PROVIDED FURTHER that,
solely for purposes of determining the Fixed Charge Coverage Ratio for
the first four Measurement Periods ending after the Closing Date, the
Consolidated Cash Interest Expense of the Borrower and its
Subsidiaries for such Measurement Period shall be increased by
$2,000,000.
(c) The definition of "CONSOLIDATED EBITDA" set forth in Section 1.01
of the Credit Agreement is hereby amended (i) to delete the word "and" at
the end of subclause (C) of the PROVISO clause thereto and to substitute
therefor the new punctuation "," and (ii) to add the following new
subclauses (E) and (F) to the PROVISO clause thereto:
", (E) the non-recurring charges taken in accordance with GAAP up to
$8,000,000 in the aggregate related to the recall of products
containing Dursban that were sold by the Borrower and its Affiliates
and (F) the aggregate amount of all fees and expenses paid to Persons
other than Affiliates of the Borrower in connection with Amendment and
Waiver No. 3 to the Loan Documents during such period".
(d) Section 2.06 of the Credit Agreement is hereby amended to amend
and restate the first sentence of subsection (b)(i) thereof in its entirety
to read as follows:
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"The Borrower shall, on the fifth day following each date on
which the Borrower delivers the Required Financial Information
for any Fiscal Year (but in any event within 95 days after the
end of each Fiscal Year), commencing with the Required Financial
Information for the Fiscal Year ending December 31, 1999, prepay
an aggregate principal amount of the Advances comprising part of
the same Borrowings (and, if applicable, deposit an amount in the
L/C Cash Collateral Account) in an amount equal to (i) prior to
January 1, 2001, 50% of the amount of Excess Cash Flow for such
Fiscal Year, and (ii) from and after January 1, 2001, 75% of the
amount of Excess Cash Flow for such Fiscal Year.".
(e) Section 5.03(b) of the Credit Agreement is hereby amended (i) to
add after the words "commencing on" in the first line thereof the reference
"(I)", and (ii) to add at the end of the parenthetical phrase in the third
line thereof the phrase ", and (II) the Amendment No. 3 Effective Date and
during all periods that the Leverage Ratio is equal to or greater than
5.0:1".
(f) Section 5.04 of the Credit Agreement is hereby amended as
follows:
(i) Subsection (a) thereof is amended to replace the Leverage
Ratios set forth therein for and during the periods set forth below
with the Leverage Ratios set forth below:
Period Ratio
--------------------------------------------------
December 31, 2000 through 6.90:1
March 30, 2001
March 31, 2001 through 6.85:1
June 29, 2001
June 30, 2001 through 6.70:1
September 29, 2001
September 30, 2001 through 6.65:1
December 30, 2001
December 31, 2001 through 6.50:1
Xxxxx 00, 0000
(xx) Subsection (b) thereof is amended to replace the Fixed
Charge Coverage Ratios set forth therein as of the last day of the
Measurement Period set forth below with the Fixed Charge Coverage
Ratios set forth below:
Measurement Period
Ending in Ratio
--------------------------------------------------
December 2000 1.05:1
March 2001 1.05:1
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June 2001 1.10:1
September 2001 1.10:1
December 2001 1.00:1
(iii) Subsection (c) thereof is amended to replace the Interest
Coverage Ratios set forth therein as of the last day of the
Measurement Period set forth below with the Interest Coverage Ratios
set forth below:
Measurement Period
Ending in Ratio
--------------------------------------------------
December 2000 1.35:1
March 2001 1.35:1
June 2001 1.40:1
September 2001 1.40:1
December 2001 1.40:1
(iv) A new subsection (d) thereof is added to read as follows:
(d) SENIOR LEVERAGE RATIO. Maintain a Senior Leverage
Ratio at all times of not more than the amount set forth below
for and during the period set forth below:
Period Ratio
-----------------------------------------------------
December 31, 2000 through 4.15:1
March 30, 2001
March 31, 2001 through 4.00:1
June 29, 2001
June 30, 2001 through 4.00:1
September 29, 2001
September 30, 2001 through 4.00:1
December 30, 2001
December 31, 2001 through 4.00:1
March 30, 2002
March 31, 2002 through 4.00:1
June 29, 2002
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June 30, 2002 through 3.75:1
September 29, 2002
September 30, 2002 through 3.75:1
December 30, 2002
December 31, 2002 through 3.75:1
March 30, 2003
March 31, 2003 through 3.75:1
June 29, 2003
Thereafter 3.50:1
SECTION 2. WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Any
and all Defaults and Events of Default under Section 6.01(c) of the Credit
Agreement that have occurred and are continuing as a result of the failure of
the Borrower (a) to maintain a Leverage Ratio of not more than 7.05:1 at all
times during the period commencing on September 30, 2000 and ending on the date
of this Amendment and Waiver, (b) to maintain a Fixed Charge Coverage Ratio of
not less than 1.00:1 as of the last day of the Measurement Period ending in
September 2000, and (c) to maintain an Interest Coverage Ratio of not less than
1.45:1 as of the last day of the Measurement Period ending in September 2000, in
each case, are hereby waived by the Lender Parties.
SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
AND WAIVER. This Amendment and Waiver shall become effective as of the first
date (the "AMENDMENT EFFECTIVE DATE") on which, and only if, each of the
following conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received (i) counterparts of
this Amendment and Waiver executed by the Borrower and those Lender Parties
that are required by Section 8.01 of the Credit Agreement to have approved
this Amendment and Waiver or, as to any of the Lender Parties, advice
satisfactory to the Administrative Agent that such Lender Party has
executed this Amendment and Waiver and (ii) the Consent attached hereto
executed by the Borrower and UIC Holdings, L.L.C.
(b) The Borrower shall have irrevocably terminated $30,000,000 of the
Unused Revolving Credit Commitments pursuant to Section 2.05(a) of the
Credit Agreement, reducing the Revolving Credit Facility from $110,000,000
to $80,000,000.
(c) The Borrower shall have issued and sold UIC Common Stock and/or
Permitted Preferred Stock to the Equity Investors for Net Cash Proceeds
equal to or greater than $15,000,000, which Net Cash Proceeds shall have
been applied to the prepayment of Term Advances, (i) 50% to be applied
pursuant to Section 2.06(b)(ii)(C) of the Credit Agreement, and (ii) 50% to
be applied pursuant to Section 2.06(a) of the Credit Agreement to the Term
Facilities.
(d) The representations and warranties contained in each of the Loan
Documents shall be correct in all material respects on and as of the
Amendment Effective Date, after giving effect to this Amendment and Waiver,
as though made on and as of such date (except (i) for any
6
such representation and warranty that, by its terms, refers to a specific
date other than the Amendment Effective Date, in which case as of such
specific date, and (ii) that the financial statements of the Borrower
referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall
be deemed to refer to the financial statements of the Borrower comprising
part of the Required Financial Information most recently delivered to the
Administrative Agent and the Lender Parties pursuant to Sections 5.03(c)
and 5.03(d), respectively, on or prior to the Amendment Effective Date).
(e) Except as set forth in Section 2, no event shall have occurred
and be continuing or shall result from the effectiveness of this Amendment
and Waiver that constitutes a Default.
(f) The Borrower shall have paid to the Administrative Agent, for the
account of each of the Lenders that has executed and delivered a
counterpart of this Amendment and Waiver to the Administrative Agent prior
to 12:00 Noon (
New York City time) on November 7, 2000, an amendment fee of
0.25% on the aggregate Commitments of such Lender in effect immediately
prior to the Amendment Effective Date, it being understood, that no
amendment fee shall be payable by the Borrower for the account of any
Lender if this Amendment and Waiver has not been approved prior to 12:00
Noon (
New York City time) on November 7, 2000 by those Lender Parties that
are required by Section 8.01 of the Credit Agreement to have approved this
Amendment and Waiver.
(g) All of the accrued fees and expenses of the Administrative Agent,
the Lead Arranger and Book Manager and the Lender Parties (including the
accrued fees and expenses of counsel for the Agents) that are then due and
payable shall have been paid in full.
The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment and
Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the Amendment Effective Date, (i) each reference in the Credit Agreement
to "THIS AGREEMENT", "HEREUNDER", "HEREOF" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified by this Amendment and
Waiver, and (ii) except as specifically provided otherwise, the Credit Agreement
as amended by this Amendment and Waiver shall be deemed to have been so amended
as in effect from and after the original date of the Credit Agreement.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended and otherwise modified by the amendments and waivers
specifically provided above in Sections 1 and 2, are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment and Waiver shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any of the Secured Parties or the Administrative Agent under any of
the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. COSTS AND EXPENSES. The Borrower hereby agrees to pay, upon
demand, all of the reasonable costs and expenses of the Administrative Agent and
the Lead Arranger and Book Manager (including, without limitation, the
reasonable fees and expenses of counsel for the Agents) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and Waiver and all of the agreements, instruments and other
documents delivered or to be
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delivered in connection herewith, all in accordance with the terms of Section
8.04 of the Credit Agreement.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment and Waiver may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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SECTION 7. GOVERNING LAW. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers, thereunto duly authorized,
as of the date first written above.
THE BORROWER
UNITED INDUSTRIES CORPORATION
By /s/ XXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President & C.F.O.
THE AGENTS
BANK OF AMERICA, N.A.,
as Administrative Agent
By /s/ XXXXX X. XXXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Book Manager
and a Co-Arranger
By /s/ XXXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Managing Director
XXXXXX XXXXXXX SENIOR FUNDING, INC.
as Syndication Agent and a Co-Arranger
By /s/ T. XXXXXX XXXXXXX III
---------------------------
Name: T. Xxxxxx Xxxxxxx III
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE,
as Documentation Agent
By /s/ XXXXXXXXX XXXX
---------------------------
Name: Xxxxxxxxx Xxxx
Title: Executive Director
THE LENDER PARTIES
BANK OF AMERICA, N.A.,
as a Lender and the Initial Issuing Bank
By /s/ XXXXX X. XXXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By /s/ T. XXXXXX XXXXXXX III
---------------------------
Name: T. Xxxxxx Xxxxxxx III
Title: Vice President
CIBC INC.
By /s/ XXXXXXXXX XXXX
---------------------------
Name: Xxxxxxxxx Xxxx
Title: Executive Director
PINEHURST TRADING INC
By /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: Asst. Vice President
IKB DEUTSCHE INDUSTRIEBANK AG
By /s/ XXXXX XXXXXX
---------------------------
Name: Xxxxx Xxxxxx
Title: Executive Director
GALAXY CLO 1991-1
By /s/ XXXXXXXXXXX X. XXXX
---------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Authorized Agent
XXXXXX FINANCIAL INC
By /s/ XXXXX X. XXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
KZH CYPRESSTREE-1 LLC
By /s/ XXXXXXXX XXXX
---------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH RIVERSIDE LLC
By /s/ XXXXXXXX XXXX
---------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC
By /s/ XXXXXXXX XXXX
---------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
CITIZENS BANK OF MASSACHUSETTS
By /s/ XXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
XXXXXXX BANK
By /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
FIRSTRUST BANK
By /s/ XXXX XXXXXX
---------------------------
Name: Xxxx Xxxxxx
Title: V.P.
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By /s/ XXXXX XXXXXXXXXXX
---------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
AVALON CAPITAL LTD.
By /s/ XXXXXX X.X. XXXXX
---------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
CERES II FINANCE LTD.
By /s/ XXXXXX X.X. XXXXX
---------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
FLOATING RATE PORTFOLIO
By /s/ XXXXXX X.X. XXXXX
---------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
THE FUJI BANK LTD.
By /s/ XXXXX X. XXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President & Group Head
ATHENA CDO LIMITED
By /s/ XXXXX X. XXXXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
By /s/ M.D. XXXXX
---------------------------
Name: M.D. Xxxxx
Title: Agent Operations
SRF TRADING INC.
By /s/ XXX X. XXXXXX
---------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
XXXXX XXX & FARNHAM CLO I LTD.,
By: Xxxxx Xxx & Xxxxxxx Incorporated as
Portfolio Manager
By /s/ XXXXX X. GOOD
---------------------------
Name: Xxxxx X. Good
Title: Sr. Vice President & Portfolio
Manager
CYPRESSTREE INVESTMENT FUND LLC.
By /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND
By /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
NORTH AMERICAN SENIOR FLOATING RATE FUND
By /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
BANK LEUMI
By /s/ XXXXX XXX HONG
---------------------------
Name: Xxxxx Xxx Hong
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By /s/ XXXXXXXX XXXXXX
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
FIRST DOMINION FUNDING II
By
---------------------------
Name:
Title:
BLACK DIAMOND CLO 2000-1 LTD.
By /s/ XXXXX DRYER
---------------------------
Name: Xxxxx Dryer
Title: Director
BLACK DIAMOND CLO 1998-1 LTD.
By /s/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
By /s/ XXXXX XXXX
---------------------------
Name: Xxxxx Xxxx
Title: Director
FLEET NATIONAL BANK
By /s/ XXXXXXX X. XXXX, XX.
---------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Managing Director
FIRST BANK
By /s/ XXXXXX X. XXXX
---------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
ARES III CLO LTD.
By /s/ XXXXX X. XXXXX
---------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ARAB BANKING CORPORATION BSC
By /s/ XXXXX X. XXXXXXXX
---------------------------
Name: Xxxxx X. XxXxxxxx
Title: Vice President
NATIONAL CITY BANK
By /s/ XXXXX X. XXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: SVP
FIRSTAR BANK
By /s/ XXXXXXXX XXXXXXXXX
---------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: VP
KEY CORPORATE CAPITAL INC.
By /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
COMERICA BANK
By /s/ XXXXXXX X. XXXX
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
BAY VIEW FINANCIAL CORP.
By /s/ XXXXX READ
---------------------------
Name: Xxxxx Read
Title: Vice President
BANK POLSKA KASA OPIEKI S.A.
By /s/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By /s/ PAYSON X. XXXXXXXXX
---------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By /s/ PAYSON X. XXXXXXXXX
---------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By /s/ PAYSON X. XXXXXXXXX
---------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
CITY NATIONAL BANK
By
---------------------------
Name:
Title:
ELC (CAYMAN) LTD. CDO SERIES 1999-1
By /s/ XXXXXX X. FIELD
---------------------------
Name: Xxxxxx X. Field
Title: Managing Director
THE PROVIDENT BANK
By /s/ XXXX X. XXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
DELANO COMPANY
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By /s/ XXXXX X. XXXXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
CONSENT
Reference is made to (a) Amendment and Waiver No. 3 Under the Loan
Documents dated as of November __, 2000 (the "AMENDMENT"; capitalized terms not
otherwise defined herein being used herein as defined in the Amendment and in
the Credit Agreement referred to below), (b) the Amended and Restated Credit
Agreement dated as of March 24, 1999 (as modified by Waiver No. 1 dated as of
December 30, 1999 and as amended and further modified by Amendment and Waiver
No. 2 dated as of January 24, 2000, the "CREDIT AGREEMENT") among
United
Industries Corporation, a Delaware corporation (the "BORROWER"), certain banks,
financial institutions and other institutional lenders party thereto, Bank of
America, N.A. (formerly known as NationsBank, N.A.) ("B OF A"), as Swing Line
Bank and Initial Issuing Bank thereunder, Banc of America Securities LLC
(formerly known as NationsBanc Xxxxxxxxxx Securities LLC) ("BAS") and Xxxxxx
Xxxxxxx Senior Funding, Inc. ("MSSF"), as Co-Arrangers therefore, Canadian
Imperial Bank of Commerce, as Documentation Agent therefore, MSSF, as
Syndication Agent thereunder, BAS, as Lead Arranger and Book Manager therefore,
and B of A, as Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lender
Parties thereunder, and (c) the other Loan Documents referred to therein.
The Borrower, in its capacity as (a) a Grantor under the Security
Agreement and (b) a Grantor under each IP Security Agreement--Short Form, and
UIC Holdings, L.L.C., a Delaware limited liability company, in its capacity as a
party to the Holdings LLC Agreement, each hereby consents to the execution,
delivery and the performance of the Amendment and agrees that:
(A) each of the Security Agreement, the Copyright Security
Agreement--Short Form, the Trademark Security Agreement--Short Form, the
Patent Security Agreement--Short Form and the Holdings LLC Agreement to
which it is a party is, and shall continue to be, in full force and effect
and is hereby in all respects ratified and confirmed on the Amendment No. 3
Effective Date, except that, on and after the Amendment No. 3 Effective
Date, each reference to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF",
"THEREIN" or words of like import referring to the Credit Agreement shall
mean and be a reference to the Credit Agreement, as amended and otherwise
modified by the Amendment; and
(B) as of the Amendment No. 3 Effective Date, the Security Agreement
the Copyright Security Agreement--Short Form, the Trademark Security
Agreement--Short Form and the Patent Security Agreement--Short Form to
which it is a party and all of the Collateral of such Person described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of
New York.
Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.
UNITED INDUSTRIES CORPORATION
By /s/ XXXXXX X. XXXXXXXX
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President & C.F.O.
UIC HOLDINGS, L.L.C.
By Xxxxxx X. Xxx Equity Fund IV, L.P.,
as Manager
By Xxxxxx X. Xxx Company,
its general partner
By /s/ XXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title:
