EXHIBIT 4(F)
SECOND AMENDMENT TO NOTE AGREEMENT
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Reference is hereby made to the Note Agreement dated as of February 15,
1997, as amended pursuant to a Waiver dated as of April 29, 1997 and a First
Amendment to Note Agreement dated January 23, 1998 (together, the "Original
Agreement"), and as amended hereby (the "Agreement"), among Material Sciences
Corporation (the "Company"), Principal Mutual Life Insurance Company
("Principal"), Great-West Life & Annuity Insurance Company ("GWLA"), The Great-
West Life Assurance Company ("GWLAC"), Nationwide Life Insurance Company
("Nationwide"), Nationwide Life and Annuity Insurance Company ("NLAIC") and West
Coast Life Insurance Company (Principal, GWLA, GWLAC, Nationwide NLAIC and West
Coast Life together, the "Purchasers"). This Second Amendment to the Original
Agreement is hereinafter referred to as the "Second Amendment."
WHEREAS, the Company intends to issue $5,000,000 aggregate principal amount
Series A Senior Notes due May 31, 2003 and $56,600,000 aggregate principal
amount Series B Senior Notes, due May 31, 2010 (collectively, the "1998 Notes");
and
WHEREAS, in connection with the issuance of the 1998 Notes, the Company and
the Purchasers have negotiated certain covenants which they wish to incorporate
into the Original Agreement;
IT IS THEREFORE AGREED THAT:
1. Definitions.
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(a) All defined terms used herein shall have the meanings assigned to such
terms in the Original Agreement except as noted herein.
(b) Section 5.1 of the Original Agreement shall be amended by adding
thereto the following definition:
Permitted Guaranties - (i) Guaranties of the Notes, (ii) Guaranties of the
Company's Series A and Series B Notes dated February 27, 1998, (iii) Guaranties
in favor of the Company's bank lenders and (iv) Guaranties of other Indebtedness
with respect to which the Company is the primary obligor, provided that, with
respect to clauses (iii) and (iv), the requirements of Section 6.11 are met.
2. Amendments.
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(a) The Original Agreement is amended by deleting therefrom paragraph
(l) of Section 7.4 and inserting in lieu thereof the following:
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/1/ Nationwide is the owner of the Notes that were originally to be issued to
West Coast.
"(l) Liens not permitted by paragraphs (a) through (k)
above to secure Indebtedness; provided that at the time of
incurrence of such Indebtedness, (i) the aggregate amount of
Indebtedness secured by such Liens permitted by this Section
7.4(l) plus (ii) the aggregate amount (calculated without
duplication) of outstanding Indebtedness of Restricted
Subsidiaries permitted under clause (iii) of Section 7.13
does not exceed 15% of Consolidated Adjusted Total
Capitalization and (iii) such Indebtedness could be incurred
pursuant to Sections 7.2 and 7.3 hereof."
(b) The Original Agreement is amended by adding thereto the
following new Section 7.13:
"SECTION 7.13 SUBSIDIARY INDEBTEDNESS. The Company shall not permit
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its Restricted Subsidiaries to create, assume, guarantee or otherwise incur
Indebtedness, other than (i) Indebtedness owed to the Company or another
Wholly-Owned Restricted Subsidiary, (ii) Permitted Guaranties and (iii)
additional Indebtedness, provided that the aggregate amount (calculated
without duplication) of outstanding Indebtedness of Restricted Subsidiaries
permitted under this clause (iii), when added to the aggregate amount
(calculated without duplication) of outstanding Indebtedness permitted
under Section 7.4(l)(i), does not exceed 15% of Consolidated Adjusted Total
Capitalization and provided further that any such Indebtedness could be
incurred pursuant to Sections 7.2 and 7.3 hereof."
3. Representations and Warranties.
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(a) The Company confirms that (i) except as otherwise set forth in the
Schedules attached hereto, each of the representations and warranties set forth
in the Original Agreement is true and correct in all material respects as of the
date hereof, except that to the extent any such representation or warranty is
stated to relate solely to an earlier date, the Company confirms that such
representation or warranty was true and correct in all material respects as of
such earlier date and (ii) no Default or Event of Default (which has not been
cured pursuant to amendments made hereunder) has occurred and is continuing.
(b) The Company represents and warrants that it has the requisite
corporate power and authority to enter into this Second Amendment and to
otherwise carry out the transactions contemplated by this Second Amendment.
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(c) The Company represents and warrants that this Second Amendment has
been duly authorized by all necessary corporate action on the part of the
Company and that this Second Amendment has been executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforcement hereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
relating to or affecting the enforcement of the rights of creditors or by
equitable principles regardless of whether enforcement is sought in equity or at
law.
(d) No written statement or document furnished by or on behalf of the
Company in connection with this Second Amendment contains any untrue statement
of a material fact or omits a material fact necessary to make the statements
contained therein, in light of the circumstances under which made, not
misleading.
(e) The execution, delivery and performance by the Company of this Second
Amendment will not violate any provision of any law, rule, regulation or
ordinance or any order, judgment, decree or ruling of any court, arbitrator,
governmental authority or agency applicable to the Company and will not result
in any breach of any of the provisions of, or constitute a default under, or
result in the creation of any Lien on any property of the Company under the
provisions of, any charter document, by-law, loan, agreement or any other
material agreement or material instrument to which it is a party or by which it
or its property may be bound or affected.
4. Counterparts.
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This Second Amendment may be executed by the parties hereto individually,
or in any combination of the parties hereto in several counterparts, all of
which taken together shall constitute one and the same Second Amendment.
5. Conditions to Effectiveness.
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The effectiveness of the Purchasers' agreement to this Second Amendment is
subject to the satisfaction on or prior to the date hereof of each of the
following conditions:
(a) Delivery to the Purchasers copies of this Second Amendment executed by
the Company.
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(b) payment of fees and expenses of counsel to the Purchaser.
6. Ratification and Acknowledgment.
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All of the representations, warranties, provisions, covenants, terms and
conditions of the Original Agreement not amended herein shall remain unaltered
and in full force and effect. The Original Agreement, as amended hereby, is in
all respects agreed to, ratified and confirmed by the Company. The Company
acknowledges and agrees that the amendments granted herein shall not be
construed as establishing a course of conduct on the part of the Purchasers upon
which the Company may rely at any time in the future.
7. Reference to and Effect on the Agreement.
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Upon the effectiveness of this Second Amendment, each reference in the
Original Agreement and in other documents describing or referencing the Original
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import referring to the Original Agreement, shall mean and be a reference to the
Original Agreement, as amended hereby.
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Dated as of this _______ day of February, 1998.
MATERIAL SCIENCES CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Title: Vice President, Chief Financial Officer and
Secretary
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PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
BY: /S/ XXXXXXX X. XXXXXXX
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TITLE: COUNSEL
BY: /S/ XXXXXXX X. XXXXX
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TITLE: COUNSEL
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
BY: /S/ XXXXX XXXX
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TITLE: ASSISTANT VICE PRESIDENT
BY: /S/ XXXXX X. XXXXXXX
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TITLE: ASSISTANT VICE PRESIDENT INVESTMENTS
THE GREAT-WEST LIFE ASSURANCE COMPANY
BY: /S/ X.X. XXXXXXX
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TITLE: DIRECTOR BOND INVESTMENTS
BY: /S/ X.X. XXXXX
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TITLE: EXECUTIVE V.P. AND
CHIEF INVESTMENT OFFICER
NATIONWIDE LIFE INSURANCE COMPANY
BY: /S/ XXXXX X. XXXXXX
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TITLE: VICE PRESIDENT MUNICIPAL SECURITIES
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
BY: /S/ XXXXX X. XXXXXX
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TITLE: VICE PRESIDENT MUNICIPAL SECURITIES
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