EXHIBIT 99.2
AMENDMENT dated as of June 30, 1998, to
the Credit Agreement dated as of December 19,
1997 (the "Credit Agreement"), among BORDEN
CHEMICALS AND PLASTICS OPERATING LIMITED
PARTNERSHIP, the several Lenders form time to
time parties thereto, and THE CHASE MANHATTAN
BANK, as Administrative Agent.
WHEREAS, the Borrower (such term and each other capitalized term
used but not defined herein having the meanings assigned to such terms in the
Credit Agreement) has requested that the Lenders approve amendments to certain
provisions of the Credit Agreement; and
WHEREAS, the undersigned Lenders are willing, on the terms and
subject to the conditions set forth herein, to approve such amendments;
NOW, THEREFORE, in consideration of these premises, the Borrower
and the undersigned Lenders hereby agree as follows:
SECTION 1. Amendments. Effective as of the Amendment Effective
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Date (as defined in Section 3 hereof), the Credit Agreement is hereby amended as
follows:
(a) The definition of "Applicable Margin" in Section 1 is hereby
amended by adding the following paragraph at the end the definition:
Notwithstanding the foregoing, "Applicable
Margin" shall mean (A) with respect to each
Eurodollar Loan at any date, the applicable
percentage set forth in the table below under
the caption "Eurodollar Spread" if such
applicable percentage is greater than the
applicable percentage based on the ratings of
the Index Debt of the Borrower set forth in the
table above on any such date and (B) with
respect to each ABR Loan at any date, the
applicable percentage set forth in the table
below under the caption "ABR
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Spread", in each case based upon the Consolidated Total Debt to
Consolidated EBITDA Ratio of the Borrower in effect on such date:
Consolidated Total Debt to Eurodollar ABR
Consolidated EBITDA Ratio Spread Spread
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Category 1: Consolidated Total Debt to
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Consolidated EBITDA Ratio is less than or 0.625% 0.000%
equal to 2.0 to 1.0
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Category 2: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater 0.750% 0.000%
than 2.0 to 1.0 and less than 2.5 to 1.0
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Category 3: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 0.875% 0.000%
or equal to 2.5 to 1.0 and less than
3.0 to 1.0
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Category 4: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 1.000% 0.000%
or equal to 3.0 to 1.0 and less than
3.5 to 1.0
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Category 5: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 1.500% 0.250%
or equal to 3.5 to 1.0 and less than
4.0 to 1.0
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Category 6: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 1.750% 0.500%
or equal to 4.0 to 1.0 and less than
4.5 to 1.0
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Category 7: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 2.000% 0.750%
or equal to 4.5 to 1.0 and less
than 5.0 to 1.0
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Category 8: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 2.225% 1.000%
or equal to 5.0 to 1.0 and less
than 5.5 to 1.0
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Category 9: Consolidated Total Debt to
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Consolidated EBITDA Ratio is greater than 2.500% 1.250%
or equal to 5.5 to 1.0
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For purposes of the foregoing, (i) the Consolidated Total Debt to
Consolidated EBITDA Ratio shall be determined as of the end of each
fiscal quarter of the Borrower's fiscal year based upon the Borrower's
consolidated financial statements delivered pursuant to Section 9.1 (a)
or (b) and (ii) each change in the Applicable Margin resulting from a
change in the Consolidated Total Debt to Consolidated EBITDA Ratio
shall be effective during the period commencing on and including the
date of delivery to the Administrative Agent of such consolidated
financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change;
provided that if (A) the Borrower fails to deliver the consolidated
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financial statements required to be delivered by it pursuant to Section
9.1(a) or (b) within the time required under such Section, (B) when such
statements are delivered there is a change in the Applicable Margin
resulting from a change of the Consolidated Total Debt to Consolidated
EBITDA Ratio and (C) during the period from the expiration of the time
for delivery of such consolidated financial statements until the date of
delivery thereof any interest accrued on any Revolving Credit Loans,
then the next payment of interest on any Revolving Credit Loans made
under this Agreement shall be adjusted upwards or downwards to reflect
the difference between (x) the amount of such interest that accrued
during such period and (y) the amount of such interest that would have
accrued during such period if such consolidated financial statements had
been delivered on the last day of the period required by Section 9.1(a)
or (b).
(b) The definition of "Commitment Fee Rate" in Section 1 is hereby
amended by adding the following paragraph at the end the definition:
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Notwithstanding the foregoing, "Commitment Fee Rate" shall mean, with
respect to the Available Commitment on any day, the rate set forth in the table
below under the caption "Commitment Fee Rate", based upon the Consolidated
Total Debt to Consolidated EBITDA Ratio of the Borrower in effect on such date
if such rate is greater than the rate based upon the ratings of the Index Debt
of the Borrower set forth above on such date:
Consolidated Total Debt to Consolidated Commitment
EBITDA Ratio Fee Rate
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Category 1: Consolidated Total Debt to Consolidated EBITDA Ratio 0.200%
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is less than or equal to 2.0 to 1.0
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Category 2: Consolidated Total Debt to Consolidated EBITDA Ratio 0.250%
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is greater than 2.0 to 1.0 and less than 2.5 to 1.0
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Category 3: Consolidated Total Debt to Consolidated EBITDA Ratio 0.300%
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is greater than or equal to 2.5 to 1.0 and less than 3.0 to 1.0
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Category 4: Consolidated Total Debt to Consolidated EBITDA Ratio 0.375%
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is greater than or equal to 3.0 to 1.0 and less than 3.5 to 1.0
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Category 5: Consolidated Total Debt to Consolidated EBITDA Ratio 0.500%
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is greater than or equal to 3.5 to 1.0
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For purposes of the foregoing, (i) the Consolidated Total Debt to Consolidated
EBITDA Ratio shall be determined as of the end of each fiscal quarter of the
Borrower's fiscal year based upon the Borrower's consolidated financial
statements delivered pursuant to Section 9.1 (a) or (b) and (ii) each change in
the Commitment Fee Rate resulting from a change in the Consolidated Total Debt
to Consolidated EBITDA Ratio shall be
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effective during the period commencing on and including the date of
delivery to the Administrative Agent of such consolidated financial
statements indicating such change and ending on the date immediately
preceding the effective date of the next such change; provided that if
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(A) the Borrower fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 9.1(a) or (b) within
the time required under such Section, (B) when such statements are
delivered there is a change in the Commitment Fee Rate resulting from a
change of the Consolidated Total Debt to Consolidated EBITDA Ratio and
(C) during the period from the expiration of the time for delivery of
such consolidated financial statements until the date of delivery
thereof any commitment fee accrued on any Revolving Credit Commitment,
then the next payment of any commitment fee on any Revolving Credit
Commitment made under this Agreement shall be adjusted upwards or
downwards to reflect the difference between (x) the amount of such
commitment fee that accrued during such period and (y) the amount of
such commitment fee that would have accrued during such period if such
consolidated financial statements had been delivered on the last day of
the period required by Section 9.1(a) or (b).
(c) Section 2.8(a) of the Credit Agreement is hereby amended by
inserting the phrase "the Applicable Margin in effect from time to time plus"
immediately following the words "shall at all times be".
(d) Section 2.8(c) of the Credit Agreement is amended by inserting in
clause (y) the words "plus the Applicable Margin applicable to ABR Loans" after
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the word "ABR" and before the words "plus 2% from and including".
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(e) Section 10.8 of the Credit Agreement is hereby amended by deleting
the period at the end of the Section and adding the following proviso:
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; provided that (A) the Borrower shall not be required to comply with this
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section for the fiscal quarter ended on June 30, 1998 and (B) with respect to
each of the fiscal quarters set forth in the following table under the caption
"Quarter Ending", the Borrower shall not permit the Consolidated Total Debt to
Consolidated EBITDA Ratio to exceed the applicable ratio on the last day
thereof set forth under the caption "Ratio Limit":
Quarter Ending Ratio Limit
September 30, 1998 7.0 to 1.0
December 31, 1998 7.0 to 1.0
March 31, 1999 6.5 to 1.0
(f) Section 10.9 of the Credit Agreement is hereby amended by deleting the
period at the end of the Section and adding the following proviso:
; provided that (A) the Borrower shall not be required to comply with this
Section for the fiscal quarter ended on June 30, 1998 and (B) with respect to
each of the fiscal quarters set forth in the following table under the
caption "Quarter Ending", the Borrower shall not permit the Consolidated
EBITDA Coverage Ratio for the Test Period ending on the last day of such
quarter to be less than the applicable ratio set forth under the caption
"Ratio Minimum":
Quarter Ending Ratio Minimum
September 30, 1998 1.5 to 1.0
December 31, 1998 1.6 to 1.0
March 31, 1999 2.0 to 1.0
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SECTION 2. Representations and Warranties. The Borrower represents and
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warrants to each of the Lenders that, after giving effect to the amendments
contemplated hereby, (a) the representations and warranties of the Borrower set
forth in the Credit Agreement are true and correct in all material respects on
and as of the date of this Amendment, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects as
of the earlier date) and (b) no Default has occurred and is continuing.
SECTION 3. Effectiveness. (a) This Amendment shall become effective as
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of the date (the "Amendment Effective Date") when the Administrative Agent (or
its counsel) shall have received copies hereof that, when taken together, bear
the signatures of the Borrower and the Required Lenders.
(b) Any change in the interest rate applicable to any outstanding
Revolving Credit Loans, or change in the Commitment Fee Rate, as a result of the
amendments set forth herein shall be effective from and after the Amendment
Effective Date and shall not affect interest or fees accrued prior to the
Amendment Effective Date.
SECTION 4. Amendment Fee. The Borrower agrees to pay to each Lender
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that executes and delivers a copy of this Amendment to the Administrative
Agent (or its counsel) on or prior to July 8, 1998 an amendment fee in an amount
equal to 0.125% of such Lender's Revolving Credit Commitment (whether used or
unused), in each case as of the Amendment Effective Date; provided that the
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Borrower shall have no liability for any such amendment fee if this Amendment
does not become effective. Such amendment fee shall be payable (i) on the
Amendment Effective Date, to each Lender entitled to receive such fee as of the
Amendment Effective Date and (ii) in the case of any Lender that becomes
entitled to such fee after the Amendment Effective Date, within two Business
Days after such Lender becomes entitled to such fee.
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SECTION 5. Applicable Law. This Amendment shall be construed in
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accordance with and governed by the law of the State of New York.
SECTION 6. No Other Amendments. Except as expressly set forth herein,
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this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any party under, the
Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. This Amendment shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to herein.
SECTION 7. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 8. Headings. Section headings used herein are for convenience of
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reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
SECTION 9. Expenses. The Borrower shall reimburse the Administrative
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Agent for its reasonable out-of-pocket expenses incurred in connection with this
Amendment, including the reasonable fees and expenses of Cravath, Swaine &
Moore, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have caused
this Amendment to be duly executed by their authoritized officers, all as of the
date first above written.
BORDEN CHEMICALS AND PLASTICS
OPERATING LIMITED
PARTNERSHIP,
by
BCP MANAGEMENT INC., as
General Partnership
by /s/ CHRISTOPHER NAGEL
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Name: Christopher Nagel
Title: Vice President, Chief Financial
Officer and Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as
a Lender,
by
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Name:
Title:
HIBERNIA NATIONAL BANK,
by
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Name:
Title:
10
PNC BANK, OHIO, NATIONAL
ASSOCIATION
by
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Name:
Title:
THE HUNTINGTON NATIONAL BANK,
by
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Name:
Title:
NATIONSBANK, N.A.,
by
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Name:
Title:
BANK ONE, N.A.,
by
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Name:
Title:
WACHOVIA BANK, N.A.,
by
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Name:
Title:
11
STAR BANK, N.A.
by
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Name:
Title: