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CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 dated as of February 26, 1998 ("Amendment No. 1") to the
Credit Agreement dated as of November 3, 1995, as amended and restated as of
July 31, 1997 (as further amended from time to time, the "Credit Agreement"),
among CEDAR CHEMICAL CORPORATION, a Delaware corporation (with its successors,
the "Company"), the lenders listed on the signature pages thereto (together with
their successors, the "Lenders") and THE CHASE MANHATTAN BANK, as administrative
agent (with its successors in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into the Credit
Agreement; and
WHEREAS, the Company has asked the Lenders (i) to consent to the
termination of the Parent Guaranty dated as of November 3, 1995 of
Trans-Resources, Inc. in favor of the Administrative Agent, (ii) to amend the
amortization schedule applicable to the Tranche A Term Loans, (iii) to reduce
the percentage of Excess Cash Flow (as defined in the Credit Agreement) required
to be applied to the prepayment of loans under the Credit Agreement, (iv) to
amend the covenant restricting dividend payments, (v) to amend the Fixed Charge
Coverage Ratio covenant and (vi) to amend the covenant restricting the amount of
capital expenditures, and, subject to the terms and conditions set forth herein,
the Lenders are willing to do so;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 3.02(b)(i)(F) of the Credit Agreement.
Section 3.02(b)(i)(F) of the Credit Agreement is amended by replacing "75%" with
"50%".
SECTION 3. Amendment of Article 8 of the Credit Agreement. Article 8 of
the Credit Agreement is amended by adding the following new Section 8.16
immediately after Section 8.15:
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8.16 Year 2000 Issue. Any reprogramming and related testing required
to permit the proper functioning of the Company's computer systems (or of
computer systems of others used by or interfacing with those of the
Company) in and following the year 2000 will be completed prior to July 1,
1999, and the cost to the Company of such reprogramming and testing will
not result in a Default or a Material Adverse Effect. Except for such
reprogramming referred to in the preceding sentence as may be necessary,
the computer and management information systems of the Company and its
Subsidiaries are and, with ordinary course upgrading and maintenance, will
continue for the term of this Agreement to be, adequate for the conduct of
its business.
SECTION 4. Amendment of Section 9.12(i) of the Credit Agreement. Clause
(i) of Section 9.12 of the Credit Agreement is amended by adding, immediately
after the text "minus Capital Expenditures", the following parenthetical:
(other than Capital Expenditures incurred during fiscal year 1998 in
respect of the MAP/MKP Project in an aggregate amount not to exceed the
sum of $6,500,000 plus the amount of related capitalized interest expense)
SECTION 5. Amendment of Section 9.16(x) of the Credit Agreement. Section
9.16(x) of the Credit Agreement is amended by replacing "25%" with "50%".
SECTION 6. Amendment of Section 9.19(ii) of the Credit Agreement. Clause
(ii) of Section 9.19 of the Credit Agreement is amended by replacing the text
immediately prior to the provisos in such clause with the following text: "for
the fiscal year 1997, $3,000,000, and for the fiscal year 1998, $9,500,000;".
SECTION 7. Amendment of Schedule III to the Credit Agreement. Schedule III
to the Credit Agreement is amended by (i) replacing the amount of each Tranche A
Term Loan Installment set forth in such schedule opposite each Quarterly Date,
other than the Quarterly Date falling in October 2001, with "$0.00", and (ii)
replacing the amount of the Tranche A Term Loan Installment set forth in such
schedule opposite the Quarterly Date falling in October 2001 with
"$5,832,161.75".
SECTION 8. Termination of Parent Guaranty. Each of the Lenders hereby
consents to the termination and discharge of the Parent Guaranty and authorizes
the Administrative Agent to execute and deliver the Termination of Parent
Guaranty substantially in the form of Exhibit A hereto and any and all other
documents and agreements necessary or desirable to effect the foregoing
termination.
SECTION 9. Governing Law. This Amendment No. 1 shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 10. Counterparts; Effectiveness. This Amendment No. 1 may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment No. 1
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shall become effective on the date (the "Amendment No. 1 Effective Date") on
which all of the following conditions precedent shall have been fulfilled to the
satisfaction of the Administrative Agent:
(a) Counterparts. The Administrative Agent shall have received counterparts
of this Amendment No. 1 executed and delivered by or on behalf of each of the
parties hereto (or, in the case of any Lender as to which the Administrative
Agent shall not have received such a counterpart, the Administrative Agent shall
have received evidence satisfactory to it of the execution and delivery by such
Lender of a counterpart hereof).
(b) Fees and Expenses. The Company shall have paid to the Administrative
Agent, for the account of each Lender, a fee equal to .125% of the sum of the
aggregate principal amount of such Lender's Tranche A Term Loans, Tranche B Term
Loans and Working Capital Commitments, in each case outstanding under the Credit
Agreement immediately prior to the Amendment No. 1 Effective Date; and shall
have in addition paid to the Administrative Agent all amounts payable under
Section 12.03 of the Credit Agreement on or before the Amendment No. 1 Effective
Date.
(c) Other Documents. The Administrative Agent shall have received such
other documents relating to the transactions contemplated hereby as the
Administrative Agent may reasonably request.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed by their respective authorized officers as of the day
and year first above written.
CEDAR CHEMICAL CORPORATION
By: /s/ John C. Bumpers
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Title: Executive Vice President
THE CHASE MANHATTAN BANK
By: /s/ Robert T. Sacks
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Title: Managing Director
BANK LEUMI TRUST COMPANY OF NEW YORK
By: /s/ Gloria Bucher
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Title: First Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Stephen E. Lockhart
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Title: Senior Relationship Manager
FIRST AMERICAN NATIONAL BANK
By: /s/ William R. Stutts
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Title: Senior Vice President
FBS AG CREDIT, INC.
By: /s/ Alan V. Schuler
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Title: Vice President
ERSTE BANK AG DER SPARKASSEN
By: /s/ Anca Trifan
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Title: Vice President
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By: /s/ John Runnion
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Title: First Vice President
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: /s/ Anthony R. Clemente
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Title: Authorized Signatory
PILGRIM PRIME RATE TRUST
By: /s/ Michael J. Bacevich
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Title: Vice President
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Jeffrey W. Maillet
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Title: Senior Vice President & Director
INDOSUEZ CAPITAL FUNDING II, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Francoise Berthelot
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Title: Vice President
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EXHIBIT A
Termination of Parent Guaranty
Reference is made to the Parent Guaranty dated as of November 3, 1995 (the
"Parent Guaranty") of Trans-Resources, Inc., a Delaware corporation, in favor of
The Chase Manhattan Bank, as administrative agent (the "Administrative Agent")
under the Credit Agreement dated as of November 3, 1995 and amended and restated
as of July 31, 1997 (the "Credit Agreement") among Cedar Chemical Corporation, a
Delaware corporation, certain lenders party thereto and the Administrative
Agent. Terms defined in the Parent Guaranty and not otherwise defined herein
have, as used herein, the respective meanings provided for therein.
The Administrative Agent and the Parent Guarantor hereby agree that all
obligations of the Parent Guarantor under the Parent Guaranty are hereby
discharged entirely as of the date set forth below, and the Parent Guaranty is,
as of such date, hereby terminated and no longer in force or effect.
Agreed, as of this 26th of February, 1998:
THE CHASE MANHATTAN BANK
By: /s/ Robert T. Sacks
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Title: Managing Director
Acknowledged and agreed:
TRANS-RESOURCES, INC.
By: /s/ Lester Youner
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Title: Vice President