EXHIBIT 4(c)
SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") dated as of October 15, 1998
is entered into by and among Material Sciences Corporation, a Delaware
corporation (the "Company"), the lenders who are party to the Credit Agreement
referred to below (the "Banks"), and Bank of America National Trust and Savings
Association, as letter of credit issuing bank and as Agent for the Banks
(herein, in such latter capacity, the "Agent").
W I T N E S E T H:
__________________
WHEREAS, the Company, the Banks and the Agent are parties to a certain
Credit Agreement dated as of December 12, 1997, as amended April 30, 1998 (the
"Credit Agreement"; terms used but not otherwise defined herein are used herein
as defined in the Credit Agreement);
WHEREAS, the Company desires to amend the Credit Agreement in certain
respects in connection with a joint venture to be entered into between the
Company and Bekaert Corporation; and
WHEREAS, subject to the terms and conditions set forth herein the
Agent and the Banks are willing to amend the Credit Agreement in certain
respects;
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Company, the Agent and the Banks hereby agree as
follows:
Section 1. Amendment.
In reliance on the Company's warranties set forth in Section 2 below,
as of the date hereof the Credit Agreement is hereby amended as follows:
(a) Section 8.8(f) of the Credit Agreement is amended to read in its
entirety as follows:
"(f) Contingent Obligations constituting Investments permitted by
subsections 8.4(i) or incurred pursuant to a Joint Venture permitted by
subsection 8.9(c); and"
(b) Section 8.2(e) of the Credit Agreement is amended to read in its
entirety as follows:
"(e) transfers of equipment and licenses of patents, technology and
know-how associated therewith to Joint Ventures permitted by Section
8.9; provided, that the fair market value of such equipment shall not
exceed $8,000,000 during the term of this Agreement; and"
(c) Schedule 8.9 is amended by inserting at the end of such schedule
the following:
"3. Contribution and Joint Venture Formation Agreement, dated as of
October 14, 1998 between MSC Specialty Films, Inc. and Bekaert
Corporation.
4. Limited Liability Company Agreement of Innovative Specialty Films,
LLC."
Section 2. Warranties.
To induce the Agent and the Banks to enter into this Amendment, the
Company warrants to the Agent and the Banks as of the date hereof that:
(a) The representations and warranties contained in Article VI of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects on and as of the date hereof (except to the extent such
representations and warranties expressly refer to an earlier date); and
(b) No Default or Event of Default has occurred and is continuing.
Section 3. GENERAL.
(a) As hereby modified, the Credit Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all respects.
(b) The provisions of this Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, except that the Company may not assign or transfer any of its rights or
obligations under this Amendment without the prior written consent of the Agent
and each Bank.
(c) This Amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, and each such counterpart,
when so executed, shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Amendment.
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Delivered at Chicago, Illinois, as of the date and year first above
written.
MATERIAL SCIENCES CORPORATION
By:_____________________________________
Title:__________________________________
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By:_____________________________________
Title:__________________________________
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Issuing Bank
By:_____________________________________
Title:__________________________________
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Bank
By:_____________________________________
Title:__________________________________
THE NORTHERN TRUST COMPANY
By:_____________________________________
Title:__________________________________
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The undersigned hereby acknowledge the foregoing and reaffirm their
respective duties and obligations arising under the Loan Documents to which each
is a party.
MSC PRE FINISH METALS INC.
By:_____________________________________
Title:__________________________________
MSC PRE FINISH METALS (EGV) INC.
By:_____________________________________
Title:__________________________________
MSC PRE FINISH METALS (MV) INC.
By:_____________________________________
Title:__________________________________
MSC PRE FINISH METALS (MT) INC.
By:_____________________________________
Title:__________________________________
MSC LAMINATES AND COMPOSITES INC.
By:_____________________________________
Title:__________________________________
MSC LAMINATES AND COMPOSITES (EGV) INC.
By:_____________________________________
Title:__________________________________
MSC WALBRIDGE COATINGS INC.
By:_____________________________________
Title:__________________________________
MSC SPECIALTY FILMS INC.
By:_____________________________________
Title:__________________________________
MSC PINOLE POINT STEEL INC.
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By:_____________________________________
Title:__________________________________
SOLAR-GARD INTERNATIONAL, INC.
By:_____________________________________
Title:__________________________________
MSC PRE FINISH METALS (PP) INC.
By:_____________________________________
Title:__________________________________
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