HOUSEHOLD COMMERCIAL LETTERHEAD EXHIBIT 4.05
September 29, 1994
Mr. James L. Wewers
President, El Dorado Chemical Company
P.O. Box 1373
Oklahoma City, Oklahoma 73101
Re: Amended and Restated Secured Credit Agreement dated as of January 21,
1992 (as amended, the "Secured Credit Agreement") among El Dorado
Chemical Company ("EDC"), Slurry Explosive Corporation ("Slurry"),
Connecticut Mutual Life Insurance Company, C.M. Life Insurance Company
and Household Commercial Financial Services, Inc. ("HCFS"), and the
Second Amended and Restated Working Capital Loan Agreement dated as of
January 21, 1992 (as amended, the "Working Capital Agreement") between
EDC, Slurry, and HCFS (collectively, the "Agreements").
Dear Mr. Wewers:
Reference is hereby made to the above-captioned Agreements. Unless otherwise
defined herein or the context hereof otherwise requires, terms which are
defined or defined by reference in the Agreements or any exhibit thereto shall
have the same meanings when used in this letter as such terms have in the
Agreements.
EDC has informed HCFS that the extremely high recent costs of ammonia, which
EDC requires as a key raw material in its production process, and the extended
duration of this pricing has had a negative impact on EDC's performance during
the last 12 months. EDC has further indicated that these ammonia costs are
anticipated to remain high for an unspecified additional period of time. As a
result of this ammonia pricing environment, EDC has informed HCFS that it was
not in compliance with the Fixed Charge Coverage Ratio covenant for the month
of July as stipulated in Section 11.2 of the Secured Credit Agreement and
Section 11B.2 of the Working Capital Agreement and does not anticipate being
in compliance with these covenants during the next 6-12 months.
As requested by EDC, HCFS as Agent and Required Lender hereby amends the
Agreements by replacing the tables in Sections 11.2 of the Secured Credit
Agreement and 11B.2 of the Working Capital Agreement with the following table.
Period Ratio
July 1, 1994 through June 30, 1995 2.00:1
July 1, 1995 through July 31, 1995 2.10:1
August 1, 1995 through August 31, 1995 2.20:1
September 1, 1995 through September 30, 1995 2.30:1
October 1, 1995 through October 31, 1995 2.40:1
November 1, 1995 and Thereafter 2.50:1
Subject to the terms and conditions herein, we are please to provide this
accommodation to EDC. This amendment is limited to the specific matter set
forth herein and does not in any other matter waive, amend, or alter the
Agreements or other Loan Documents, the provisions of which shall remain in
full force and effect.
Sincerely,
James J. Russell
Assistant Vice President
cc: Norm Thetford, Connecticut Mutual Life Insurance
Julia Sarron, Mayer Brown & Platt
G. Francis, HCFS
E. Szarkowicz, HCFS
File
SECOND AMENDMENT
TO
AMENDMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDMENT AGREEMENT, dated as of September
29, 1994 (this "Amendment"), is among EL DORADO CHEMICAL COMPANY ("EDC"),
SLURRY EXPLOSIVE CORPORATION ("SLURRY"), HOUSEHOLD COMMERCIAL FINANCIAL
SERVICES, INC. ("HCFS"), AND PRIME FINANCIAL CORPORATION ("PRIME").
BACKGROUND
A. EDC, Slurry and HCFS are parties to the Second Amended and Restated
Working Capital Loan Agreement, dated as of January 21, 1992 (as heretofore
and hereafter amended or supplemented, the "Working Capital Loan Agreement").
B. EDC, Slurry, HCFS, Connecticut Mutual Life Insurance Company and C.M.
Life Insurance Company are parties to the Amended and Restated Secured Credit
Agreement, dated as of January 21, 1992 (as heretofore or hereafter amended or
supplemented, the "Credit Agreement").
C. EDC, Slurry, HCFS and Prime are parties to an Amendment Agreement, dated
March 30, 1994 (the "Amendment Agreement"), which amended the Working Capital
Loan Agreement, the Credit Agreement, and that certain Agreement for Purchase
of Receivables, dated as of March 29, 1994, as amended, between Prime and EDC.
D. The parties hereto hereby desire to amend the Amendment Agreement to
reflect that the Amendment Agreement shall terminate on October 31, 1994.
NOW THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings assigned thereto in the Working Capital
Loan Agreement.
2. TERMINATION. Paragraph 9 of the Amendment Agreement is hereby amended
by deleting the date "September 30, 1994" contained therein, as amended, and
substituting in lieu thereof the date "October 31, 1994".
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective duly authorized officers as of the date
above written.
EL DORADO CHEMICAL COMPANY
By____________________________
Name__________________________
Title_________________________
SLURRY EXPLOSIVE CORPORATION
By____________________________
Name__________________________
Title_________________________
HOUSEHOLD COMMERCIAL FINANCIAL
SERVICES, INC.
By____________________________
Name__________________________
Title_________________________
PRIME FINANCIAL CORPORATION
By____________________________
Name__________________________
Title_________________________
ACKNOWLEDGED:
BANK IV, OKLAHOMA N.A.
By____________________________
Name__________________________
Title_________________________
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