AMENDMENT NO. 1
TO CREDIT AGREEMENT
As of June 30, 1999
CHEMFAB CORPORATION, a Delaware corporation, (the "Borrower"),
BANKBOSTON, N.A., a national banking association ("BankBoston"), THE GOVERNOR
AND COMPANY OF THE BANK OF IRELAND, a bank licensed under the Irish Central Bank
Acts, 1942 to 1989 (the "Bank of Ireland"), and any other Lenders from time to
time party hereto, and BankBoston as agent for the Lenders (the "Agent") hereby
agree as follows:
1. Reference to Credit Agreement; Definitions. Reference is made to the Credit
Agreement dated as of October 4, 1996, as amended and in effect on the date
hereof (the "Credit Agreement"), among the Borrower, BankBoston, Bank of Ireland
and the Agent. The Credit Agreement as amended by this Amendment is referred to
herein as the "Amended Credit Agreement". Terms defined in the Amended Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined.
2. Amendments to the Credit Agreement. Subject to all the terms and conditions
hereof, effective as of the date hereof, the Credit Agreement is hereby amended
as set forth herein.
2.1. Amendment to Section 2. The definition of Revolver Conversion Date
in Section 2 is hereby amended to read in its entirety as follows:
""Revolver Conversion Date" means December 31, 1999."
2.2. Amendment to Section 6.15. Section 6.15 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"6.15. Limit on Capital Expenditures. The Borrower and its
Subsidiaries will not make Capital Expenditures exceeding $10,000,000
(excluding Permitted Acquisitions pursuant to 6.9.6) in the Equivalent
Amount of United States Funds in the aggregate in any calendar year;
provided, however, that for the fiscal year of the Borrower ended June
30, 1999, the Borrower and its Subsidiaries may make Capital
Expenditures not exceeding $10,500,000 (excluding Permitted
Acquisitions pursuant to 6.9.6) in the Equivalent Amount of United
States Funds in the aggregate."
3. Conditions to Amendment. The effectiveness of this Amendment shall be subject
to the satisfaction, on or before the date hereof, of the conditions set forth
in this Section 3.
3.1. Payment of Fees. The Borrower shall have paid the fees and
expenses of the Agent's counsel, Ropes & Gray, in connection with the Credit
Agreement and this
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Amendment.
3.2. General. All legal and corporate proceedings in connection with
the transactions contemplated by this Amendment shall be satisfactory in form
and substance to the Agent, and the Lenders shall have received copies of all
documents, including records of corporate proceedings, which the Lenders may
have reasonably requested in connection therewith, such documents where
appropriate to be certified by proper corporate or governmental authorities.
4. No Default. In order to induce the Lenders to enter into this Amendment, and
to continue to extend credit to the Borrower under the Amended Credit Agreement,
the Borrower represents and warrants to the Lenders that no Default under the
Credit Agreement now exists, and after giving effect to this Amendment no
Default under the Amended Credit Agreement shall exist.
5. Miscellaneous. Except to the extent specifically amended hereby, the
provisions of the Credit Agreement shall remain unmodified, and subject to the
conditions contained in this Amendment, the Amended Credit Agreement is hereby
confirmed as being in full force and effect.
This Amendment may be executed in any number of counterparts which
together shall constitute one instrument, shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts, without regard to
the conflict of laws rules of any jurisdictions, and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns
pursuant to Section 11 of the Amended Credit Agreement.
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Each of the undersigned has caused this Amendment to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
CHEMFAB CORPORATION
By: /s/ Moosa E. Moosa
Name: Moosa E. Moosa
Title: Vice President-Finance & CFO
700 Daniel Webster Highway
Merrimack, NH 03054
Attention: Moosa E. Moosa
Telecopy: (603) 424-9028
BANKBOSTON, N.A.
f/k/a The First National Bank of Boston
By: /s/ Patricia K. Conry
Name: Patricia K. Conry
Title: Director
100 Federal Street
Boston, Massachusetts 02110
Attention: Patricia K. Conry
Telecopy: 617-434-8102
THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND
By: /s/ Sheila Neary
Name: Sheila Neary
Title: Secretary
By: /s/ Josephine Doherty
Name: Josephine Doherty
Title: Bank Assistant
Corporate Banking
Lower Baggott Street, B2
Dublin 2, Ireland
Attention: Fran Collins
Telecopy: 011-35-3-1604-4105
[Chemfab Amendment No. 1]
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