CONFORMED COPY AMENDMENT AND WAIVER dated as of March 12, 1997, with respect to the Credit Agreement dated as of December 7, 1993, as amended (the "Credit Agreement"), among TRANSTAR, INC. (the "Borrower"), the lenders party thereto (the "Lenders")...
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EXHIBIT 10.3.2.
CONFORMED COPY
AMENDMENT AND WAIVER dated as of March 12, 1997, with
respect to the Credit Agreement dated as of December 7,
1993, as amended (the "Credit Agreement"), among TRANSTAR,
INC. (the "Borrower"), the lenders party thereto (the
"Lenders") and THE CHASE MANHATTAN BANK (as successor to
Chemical Bank), as administrative agent (in such capacity,
the "Administrative Agent") and as issuing bank (in such
capacity, the "Issuing Bank").
A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrower, and have agreed to extend credit to the Borrower, in
each case pursuant to the terms and subject to the conditions set forth therein.
B. The Borrower has requested and the Required Lenders hereby
agree to eliminate the Interest Rate Protection covenant contained in Section
6.10 of the Credit Agreement.
C. The Borrower has requested and the Required Lenders hereby
agree to grant a limited waiver of Section 2.12(d) of the Credit Agreement and
thereby relieve the Borrower of its obligation to make an Excess Cash Flow
prepayment for the fiscal year ended December 31, 1996.
D. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Section 6.10. Section 6.10 of the
Credit Agreement is hereby deleted in its entirety.
SECTION 2. Waiver. The undersigned Lenders hereby waive
compliance by the Borrower with the provisions of Section 2.12(d) of the Credit
Agreement to the extent (but only to the extent) necessary to excuse the
Borrower from its obligation to make a mandatory prepayment thereunder in
respect of Excess Cash Flow for the fiscal year ended December 31, 1996.
SECTION 3. Representations and Warranties. To induce the
Lenders to enter into this Amendment and Waiver, the Borrower represents and
warrants to the Lenders that, after giving effect to this Amendment and Waiver,
(a) the representations and warranties
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set forth in the Credit Agreement will be true and correct in all material
respects on and as of the date hereof as though made on and as of such date, and
(b) no Event of Default shall have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment and
Waiver shall become effective at such time as the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of the Borrower and the Required Lenders.
SECTION 5. Effect of Amendment and Waiver. Except as expressly
set forth herein, this Amendment and Waiver shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
or remedies of the Lenders under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. This Amendment and Waiver shall
apply and be effective only with respect to the provisions of the Credit
Agreement set forth herein. Without limiting the generality of the foregoing,
this Amendment and Waiver shall not relieve the Borrower of its obligations
under Section 2.12(d) of the Credit Agreement with respect to prepayments in
respect of Excess Cash Flow for fiscal years ending December 31, 1997, and
thereafter.
SECTION 6. Counterparts. This Amendment and Waiver may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which together shall constitute a single
instrument. Delivery of an executed counterpart of a signature page of this
Amendment and Waiver by facsimile transmission shall be as effective as delivery
of a manually executed counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT AND WAIVER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. Headings. The headings of this Amendment and Waiver
are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed by their duly authorized officers, all
as of the date and year first above written.
TRANSTAR, INC.,
by /s/ X. X. XXXXXXX
-----------------
Name: X.X. Xxxxxxx
Title: Vice President-Finance
THE CHASE MANHATTAN BANK,
individually, as Agent and as
Issuing Bank,
by /s/ XXXXX X. XXXX
-----------------
Name: Xxxxx X. Xxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Co-Agent,
by /s/ XXXXXX X. XXXXXX
--------------------
Name: Xxxxxx X. XxXxxx
Title: Vice President
BANK OF MONTREAL, as Co-Agent,
by /s/ XXXXXXX XXXXXXXX
--------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Co-Agent,
by /s/ TAKUYA HONJO
----------------
Name: Takuya Honjo
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., NEW YORK BRANCH, as Co-Agent,
by /s/ XXXXXX XXXXXX
-----------------
Name: Xxxxxx Xxxxxx
Title: Deputy General Manager
THE NIPPON CREDIT BANK, LTD., as
Co-Agent,
by /s/ XXXXXXXX XXXXXXXX
---------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Manager
CIBC, INC.,
by /s/ XXXXXXXXX X. XXXXXXX
------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Signatory
CREDIT LYONNAIS NEW YORK BRANCH,
by /s/ XXXXXXXX XXXXX
------------------
Name: Xxxxxxxx Xxxxx
Title:First Vice President
Manager
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FIRST BANK NATIONAL ASSOCIATION,
by /s/ XXXXXX XXXXXX-XXXXXXX
-------------------------
Name: Xxxxxx Xxxxxx-Xxxxxxx
Title: Commercial Banking
Officer
FLEET NATIONAL BANK, N.A.,
by /s/ XXXXXX X. XXXX
------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
MELLON BANK N.A.,
by /s/ XXXXXXX X. XXXXX
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
NATIONSBANK OF NORTH CAROLINA,
N.A.,
by /s/ XXXXXX XXXX
---------------
Name: Xxxxxx Xxxx
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR, GRAND CAYMAN BRANCH,
by /s/ XXXXX XXXXXX
----------------
Name: Xxxxx Xxxxxx
Title: Vice President
by /s/ XXXXXXX X. XXXXX
--------------------
Name: Xxxxxxx X. Xxxxx
Title: VP-Group Manager
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BANQUE PARIBAS,
by /s/ XXXXXXX X. GOUCHUE
----------------------
Name: Xxxxxxx X.Gouchue
Title: Director
by /s/ XXXXXX XXXXX
----------------
Name: Xxxxxx Xxxxx
Title:
BHF BANK,
by /s/ XXXXX XXXXXX
----------------
Name: Xxxxx Xxxxxx
Title: VP
by /s/ XXXXXX X. XXXXX
-------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice
President
PHILADELPHIA NATIONAL BANK,
incorporated as CORESTATES
BANK, N.A.,
by /s/ XXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE SUMITOMO TRUST & BANKING
COMPANY, LTD., NEW YORK BRANCH
by /s/ XXXXX X. XXXXXX
-------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Manager, Corporate
Finance Dept.
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CERES FINANCE LTD.,
by CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as
Financial Manager,
by /s/ XXXXXX XXXXXXX
------------------
Name: Xxxxxx Xxxxxxx
Title: Director
PARIBAS CAPITAL FUNDING LLC,
by /s/ M. XXXXXX XXXXXXXXX
-----------------------
Name: M. Xxxxxx Xxxxxxxxx
Title:
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[NOT ON COPY]
CREDIT SUISSE FIRST BOSTON,
by /s/ XXXXXX X. XXXXXX
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
by /s/ XXXXXX X. XXXXX
-------------------
Name: Xxxxxx X. Xxxxx
Title: Associate
DG BANK,
by /s/ XXX XXX XXXXXXX
-------------------
Name: Xxx Xxx Xxxxxxx
Title: Assistant Vice
President
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS B.V.,
by CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as
Portfolio Advisor,
by /s/XXXXXXX X. XXXXXXX
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS 2
(XXXX 2),
by CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as
Portfolio Advisor,
by /s/ XXXXXXX X. XXXXXXX
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
