Exhibit 4.1C
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 1, 2002 to the Amended and
Restated Credit Agreement dated as of April 6, 2000, as amended by Amendment No.
1 and Waiver dated as of October 30, 2000 and Amendment No. 2 dated as of
January 26, 2001, and as supplemented by two Credit Agreement Supplements dated
as of August 25, 2000 and October 31, 2000, respectively (as so amended,
supplemented and otherwise modified to the date hereof, the "CREDIT AGREEMENT"),
each among SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware corporation (the
"DOMESTIC BORROWER"), the Offshore Borrowers party thereto, the banks, financial
institutions and other institutional lenders party thereto (the "LENDERS"),
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as joint lead arranger,
joint book-running manager and syndication agent, X.X. XXXXXX SECURITIES INC.,
as joint lead arranger, joint book-running manager and documentation agent, and
JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK), as administrative agent
(the "ADMINISTRATIVE AGENT"), and as Offshore Currency Agent, Initial Issuing
Bank and Swing Line Bank. Capitalized terms not otherwise defined in this
Amendment No. 3 have the same meanings as specified in the Credit Agreement.
PRELIMINARY STATEMENTS:
(a) The Domestic Borrower has requested that the Credit
Agreement be amended on the terms set forth below; and
(b) the undersigned Lenders are willing to so amend the Credit
Agreement on the terms and conditions of this Amendment No. 3;
NOW, THEREFORE, it is hereby agreed as follows:
SECTION 1. Amendments. The Credit Agreement is, effective as
of the Amendment Effective Date (as hereinafter defined), amended as follows:
(a) Schedule II is amended by adding the following new
definition in proper alphabetical order:
"`AMENDMENT EFFECTIVE DATE' has the meaning specified in
Section 2 of Amendment No. 3 to the Credit Agreement dated as of March
1, 2002, among the Domestic Borrower, the Offshore Borrowers, the
Required Lenders and the Administrative Agent."
(b) The definition of "Applicable Margin" in Schedule II is
amended by deleting the table contained therein and replacing it with
the following table:
Amendment No. 3 to Sovereign Credit Agreement
2
TERM A, OFFSHORE ACQUISITION AND
REVOLVING CREDIT FACILITIES
TOTAL DEBT/ SENIOR DEBT/ EURODOLLAR BASE RATE
EBITDA RATIO EBITDA RATIO MARGIN MARGIN
------------ ------------ ------ ------
Greater than or equal to 3.75% 2.75%
5.00:1
Greater than or equal to Greater than or equal to 3.25% 2.25%
4.50:1 3.50:1
Greater than or equal to Greater than or equal to 3.00% 2.00%
4.25:1 3.00:1
Greater than or equal to Greater than or equal to 2.75% 1.75%
3.75:1 2.50:1
Less than 3.75:1 Less than 2.50:1 2.50% 1.50%
(c) Section 2.02(a) is amended by deleting clause (vi) thereof
and replacing it with the following:
"(vi) a description in reasonable detail acceptable to the
Administrative Agent of the use of proceeds of such Borrowing and";
(d) Section 2.02(b) is amended by (i) deleting the word "and"
at the end of clause (D) thereof and replacing it with a comma and (ii)
inserting the following immediately before the period at the end of
clause (E) thereof:
", and (F) a description in reasonable detail acceptable to the
Administrative Agent of the use of proceeds of such Swing Line
Borrowing"
(e) Section 2.06(b)(ii) is amended by deleting clauses (A) and
(B) and replacing them with the following:
"(A) Asset Dispositions. On the date which is three Business
Days following the date of receipt of the Net Cash Proceeds by the
Domestic Borrower or any of its Subsidiaries from any Asset Sale,
unless a Reinvestment Notice shall have been delivered in respect of
such Asset Sale on or prior to the date which is three Business Days
following the date of receipt of such Net Cash Proceeds, the Domestic
Borrower shall prepay (or cause the applicable Offshore Borrowers to
prepay Offshore Acquisition Advances) an aggregate principal amount of
the Advances comprising part of the same Borrowings in an aggregate
amount equal to 100% of such Net Cash Proceeds; provided, however,
that, notwithstanding the foregoing (i) the aggregate Net Cash Proceeds
of Asset Sales that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any
Fiscal Year of the Domestic Borrower and (ii) on each Reinvestment
Prepayment Date the Advances shall be prepaid, by an amount equal to
the Reinvestment Prepayment Amount with respect to the relevant
Reinvestment Event, as set forth in Section 2.06(b)(v); provided,
further, that, notwithstanding the foregoing, during the Fiscal Year
2002, the Domestic Borrower shall be permitted to retain an amount
equal to 50% of Net Cash Proceeds received by the Domestic Borrower or
any of its Subsidiaries in respect of any Asset Sale to be used for the
purposes described in Section 2.14 up to an aggregate amount not to
exceed $7,500,000 (less any amount retained pursuant to a Reinvestment
Notice during such Fiscal Year)";
Amendment No. 3 to Sovereign Credit Agreement
3
(B) Debt. On the date which is three Business Days following
the date of receipt of the Net Cash Proceeds by the Domestic Borrower
or any of its Subsidiaries from the incurrence or issuance by the
Domestic Borrower or any of its Subsidiaries of any Debt (other than
Debt incurred or issued pursuant to any of clauses (i) to (ix) and
clauses (xi) and (xii) of Section 5.02(b)), the Domestic Borrower shall
prepay (or cause the applicable Offshore Borrowers to prepay Offshore
Acquisition Advances) an aggregate principal amount of the Advances
comprising part of the same Borrowings in an aggregate amount equal to
90% of such Net Cash Proceeds;";
(f) Section 2.06(b)(vii) is amended by deleting each reference
to the figure "$5,000,000" contained therein and replacing it with the
figure "$3,000,000";
(g) Section 2.14 is amended in its entirety and replaced with
the following:
"SECTION 2.14. Use of Proceeds. The proceeds of the Advances
(other than Term B Advances made pursuant to the Existing Credit
Agreement) and issuances of Letters of Credit shall be available (and
the Domestic Borrower and each Offshore Borrower each agrees that it
shall use such proceeds and Letters of Credit) solely for general
corporate purposes other than to make Investments (except for
Investments permitted under Section 5.02(g)(ii) and (iii), (v) and
(vi), (viii) and (ix) through (xi))."
(h) Clause (vii) Section 5.02(a) is amended by inserting the
following immediately prior to the semicolon at the end thereof:
", provided, further, that for the period commencing on the
Amendment Effective Date through the Termination Date, the aggregate
principal amount of Liens permitted under this clause (vii) shall not
exceed $8,000,000, of which not more than $4,000,000 shall consist of
Liens on the assets of the Domestic Borrower and the Domestic
Subsidiary Guarantors";
(i) Clause (ii) of Section 5.02(b) is amended by inserting the
following immediately prior to the comma at the end thereof:
", provided, however, that for the period commencing on the
Amendment Effective Date through the Termination Date, the aggregate
amount of Debt permitted to be incurred under this clause (ii) shall
not exceed, together with Debt permitted to be outstanding under clause
(iv) below, $15,000,000";
(j) Clause (iv) of Section 5.02(b) is amended by inserting the
following immediately prior to the comma at the end thereof:
", provided, however, that for the period commencing on the
Amendment Effective Date through the Termination Date, the aggregate
amount of Debt permitted to be outstanding under this clause (iv) shall
not at any time exceed $10,000,000, and together with Debt permitted to
be incurred under clause (ii) above, shall not at any time exceed
$15,000,000";
(k) Clause (vii) of Section 5.02(b) is amended in its entirety
to read as follows:
Amendment No. 3 to Sovereign Credit Agreement
4
"(vii) (A) Debt owed to the Domestic Borrower or any Domestic
Subsidiary by a Subsidiary Guarantor, (B) Debt owed to the Domestic
Borrower or any Domestic Subsidiary by a Subsidiary other than a
Subsidiary Guarantor in an aggregate amount for all such Debt not to
exceed $15,000,000 at any time and (C) Debt owed by the Domestic
Borrower to a wholly-owned Subsidiary of the Domestic Borrower, which
Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by
promissory notes in substantially the form attached as Exhibit I or
such other form satisfactory to the Administrative Agent; and Debt owed
by a direct or indirect Offshore Subsidiary of the Domestic Borrower to
another Offshore Subsidiary of the Domestic Borrower, which Debt shall
be evidenced by promissory notes in substantially the form attached as
Exhibit I or such other form satisfactory to the Administrative
Agent;";
(l) Clause (ix) of Section 5.02(b) is amended by inserting the
phrase "so long as no Default has occurred and is continuing," at the
beginning thereof;
(m) Clause (xii) of Section 5.02(b) is amended by inserting
the following immediately prior to the semicolon at the end thereof:
"provided, however, that neither the Domestic Borrower nor any
of its Subsidiaries shall be permitted to become a direct obligor under
any refinancing permitted under this clause (xii) to which it was not a
party prior to such refinancing";
(n) Clause (iv) of Section 5.02(f) is amended by inserting at
the beginning thereof the phrase "with the written consent of the
Required Lenders,";
(o) Clause (i)(E) of Section 5.02(g) is amended by deleting
the reference to the figure "$5,000,000" contained therein and
replacing it with the figure "$3,000,000";
(p) Clause (ii) of Section 5.02(g) is amended in its entirety
to read as follows:
"(ii) loans and advances to employees in the ordinary course
of the business of the Domestic Borrower and its Subsidiaries as
presently conducted in an aggregate principal amount not to exceed
$3,000,000 at any time outstanding";
(q) Clause (vii) of Section 5.02(g) is amended by deleting the
reference to "Section 5.02(e)(vi)" contained therein and replacing it
with a reference to "Section 5.02(f)(vi)".
(r) Clause (xiii) of Section 5.02(g) is amended by inserting
the following immediately prior to the period at the end thereof:
"; provided, however, that any Investment made pursuant to
this clause (xiii) on or after the Amendment Effective Date shall
consist solely of Equity Interests of the Domestic Borrower and shall
not include any assumption of Debt unless (x) at any time after March
31, 2003, such Debt is permitted by clauses (ii), (vi), (vii) and
(viii) of Section 5.02(b) or (y) at the time of and after giving pro
forma effect to such Investment, the Total Debt/EBITDA Ratio as of the
most recent fiscal quarter for which the Domestic Borrower has
delivered financial statements pursuant to Section 5.03(c) is not
greater than 4.50:1";
Amendment No. 3 to Sovereign Credit Agreement
5
(s) Clause (i)(G) of Section 5.02(h) is amended by inserting
the phrase "so long as no Default has occurred and is continuing," at
the beginning thereof;
(t) Section 5.02(i) is amended by adding the following
immediately prior to the period at the end thereof:
"; provided, however, that for the period commencing on the
Amendment Effective Date through the Termination Date, the aggregate
amount of such obligations permitted under this Section 5.02(i) shall
not exceed $3,000,000 for the Fiscal Year 2002, such amount to be
increased by an additional $250,000 in each subsequent Fiscal Year";
(u) Section 5.02(q) is amended by (i) deleting the reference
to the figure "$13,000,000" contained therein and replacing it with the
figure "$12,000,000", (ii) deleting the reference to the percentage
"5%" contained therein and replacing it with the percentage "4%" and
(iii) inserting the following immediately prior to the period at the
end thereof:
"; provided, however, that, notwithstanding the foregoing, the
aggregate amount of Capital Expenditures permitted under this Section
5.02(q) for the Fiscal Years 2002 and 2003 shall not exceed $10,000,000
and $12,000,000, respectively";
(v) Section 5.03(b) is amended by (i) deleting the word "and"
at the end of clause (ii) thereof and replacing it with a comma and
(ii) inserting the following immediately before the period at the end
of clause (iii) thereof:
"and (iv) a copy of the management letter delivered to the management
of the Domestic Borrower from such accountants in connection with the
delivery of its annual audit report";
(w) Section 5.03(c) is amended in its entirety and replaced
with the following:
"(i) Quarterly Financials. As soon as available and in any
event within 45 days after the end of each of the first three quarters
of each Fiscal Year, Consolidated balance sheets of the Domestic
Borrower and its Subsidiaries as of the end of such quarter and
Consolidated statements of income and a Consolidated statement of cash
flows of the Domestic Borrower and its Subsidiaries for the period
commencing at the end of the previous fiscal quarter and ending with
the end of such fiscal quarter and Consolidated statements of income
and a Consolidated statement of cash flows of the Domestic Borrower and
its Subsidiaries for the period commencing at the end of the previous
Fiscal Year and ending with the end of such quarter, setting forth in
each case in comparative form the corresponding figures for the
corresponding date or period of the preceding Fiscal Year, all in
reasonable detail and duly certified (subject to normal year-end audit
adjustments and the absence of footnotes) by the Chief Financial
Officer of the Domestic Borrower as having been prepared in accordance
with GAAP, together with (A) a certificate of said officer stating
either that such Chief Financial Officer has, after due inquiry, no
knowledge that any Default has occurred and is continuing or, if the
Chief Financial Officer has knowledge that a Default has occurred and
is continuing, a statement as to the nature thereof and the action that
the Domestic Borrower has taken and proposes to take with respect
thereto, (B) a schedule in form satisfactory to the Administrative
Agent of the computations used by the Domestic Borrower in determining
Amendment No. 3 to Sovereign Credit Agreement
6
compliance with the covenants contained in Section 5.04 and (C) a
comparison in form reasonably acceptable to the Administrative Agent
with the Domestic Borrower's budget for such period, provided that in
the event of any change in GAAP used in the preparation of such
financial statements, the Domestic Borrower shall also provide, if
necessary for the determination of compliance with Section 5.04, a
statement of reconciliation conforming such financial statements to
GAAP in effect on the date hereof.
(ii) Monthly Financials. As soon as available and in any event
within 30 days after the end of each month, a Consolidated balance
sheet of the Domestic Borrower and its Subsidiaries as of the end of
such month and Consolidated statements of income and a Consolidated
statement of cash flows of the Domestic Borrower and its Subsidiaries
for the period commencing at the end of the previous month and ending
with the end of such month and Consolidated statements of income and a
Consolidated statement of cash flows of the Domestic Borrower and its
Subsidiaries for the period commencing at the end of the previous
Fiscal Year and ending with the end of such month, setting forth in
each case in comparative form the corresponding figures for the
corresponding month of the preceding Fiscal Year, all in reasonable
detail and duly certified by the Chief Financial Officer of the
Domestic Borrower."; and
(x) Section 5.04 is amended by deleting subsections (a)
through (d) thereof and replacing them with the following:
"(a) Total Debt/EBITDA. Maintain at the end of each fiscal
quarter of the Domestic Borrower a Total Debt/EBITDA Ratio of not more
than the amount set forth below for each period set forth below:
DURING QUARTER ENDING RATIO
--------------------- -----
December 31, 2001 6.25:1
March 31, 2002 6.50:1
June 30, 2002 6.50:1
September 30, 2002 6.50:1
December 31, 2002 5.75:1
March 31, 2003 5.00:1
June 30, 2003 5.00:1
September 30, 2003 5.00:1
December 31, 2003 5.00:1
March 31, 2004 5.00:1
June 30, 2004 5.00:1
September 30, 2004 5.00:1
December 31, 2004 5.00:1
March 31, 2005 4.75:1
and thereafter
(b) Senior Debt/EBITDA Ratio. Maintain at the end of each
fiscal quarter of the Domestic Borrower a Senior Debt/EBITDA Ratio of
not more than the amount set forth below for each period set forth
below:
Amendment No. 3 to Sovereign Credit Agreement
7
DURING QUARTER ENDING RATIO
--------------------- -----
December 31, 2001 2.55:1
March 31, 2002 2.55:1
June 30, 2002 2.55:1
September 30, 2002 2.55:1
December 31, 2002 2.10:1
March 31, 2003 2.50:1
and thereafter
(c) Fixed Charge Coverage Ratio. Maintain at the end of each
fiscal quarter of the Domestic Borrower a Fixed Charge Coverage Ratio
of not less than the amount set forth below for each period set forth
below:
DURING QUARTER ENDING RATIO
--------------------- -----
December 31, 2001 0.95:1
March 31, 2002 0.75:1
June 30, 2002 0.75:1
September 30, 2002 0.80:1
December 31, 2002 0.85:1
March 31, 2003 1.15:1
June 30, 2003 1.15:1
September 30, 2003 1.15:1
December 31, 2003 1.15:1
March 31, 2004 1.20:1
and thereafter
(d) Interest Coverage Ratio. Maintain at the end of each
fiscal quarter of the Domestic Borrower an Interest Coverage Ratio of
not less than the amount set forth below for each period set forth
below:
DURING QUARTER ENDING RATIO
--------------------- -----
December 31, 2001 1.55:1
March 31, 2002 1.50:1
June 30, 2002 1.50:1
September 30, 2002 1.55:1
December 31, 2002 1.65:1
March 31, 2003 2.25:1
June 30, 2003 2.25:1
September 30, 2003 2.25:1
December 31, 2003 2.25:1
March 31, 2004 2.50:1
and thereafter
Amendment No. 3 to Sovereign Credit Agreement
8
(e) Liquidity. Maintain at all times Unused Revolving Credit
Commitments of not less than the amount set forth below for each period
set forth below:
UNUSED REVOLVING CREDIT
PERIOD COMMITMENTS
------ -----------
From the Amendment $10,000,000
Effective Date through
December 30, 2002
December 31, 2002 $12,500,000
through March 31, 2003
SECTION 2. Effectiveness. This Amendment No. 3 shall become
effective as of the date first above written when, and only when, the
Administrative Agent shall have received the following (the "AMENDMENT EFFECTIVE
DATE"):
(a) counterparts of this Amendment No. 3 executed by the
undersigned and the Required Lenders or, as to any of the Required
Lenders, advice satisfactory to the Administrative Agent that such
Lender has executed this Amendment No. 3;
(b) the Consent attached hereto, executed by each Subsidiary
Guarantor;
(c) the payment to the Administrative Agent for the account of
each Lender which has delivered a counterpart of this Amendment No. 3
of a fee equal to 0.25% of the sum of such Lender's outstanding Term
Advances and Revolving Credit Commitments;
(d) the payment to the Administrative Agent of all accrued and
unpaid fees, costs and expenses of the Administrative Agent including,
without limitation, the fees, costs and expenses payable pursuant to
Section 3(c) below; and
(e) an officer's certificate from a Responsible Officer of the
Domestic Borrower dated the Amendment Effective Date, certifying that
(i) the representations and warranties contained in the Loan Documents
remain true and correct as though made on and as of the Amendment
Effective Date (other than those that expressly refer to another date),
and (ii) no event has occurred and is continuing which constitutes a
Default.
SECTION 3. Miscellaneous. (a) On and after the effectiveness
of this Amendment No. 3, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment No. 3. The Credit Agreement, as
specifically amended by this Amendment No. 3, is and shall continue to be in
full force and effect and is hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment No. 3 shall not, except
as expressly provided herein, operate as a waiver of any right, power or remedy
of any Lender or the Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.
Amendment No. 3 to Sovereign Credit Agreement
9
(b) Compliance with the provisions of Sections 2.06(b)(ii)(B)
and 5.04 of the Credit Agreement for any period prior to the Amendment
Effective Date shall be determined by reference to Section
2.06(b)(ii)(B) or 5.04, respectively, as amended by this Amendment No.
3 and any Default that occurred or would occur but for the amendment of
Section 2.06(b)(ii)(B) or 5.04 pursuant to this Amendment No. 3 shall
be deemed to have been waived as of the date of the occurrence thereof.
(c) The Domestic Borrower agrees to pay on demand all fees,
costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and
amendment of this Amendment No. 3 and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Administrative Agent)
in accordance with the terms of Section 8.04 of the Credit Agreement.
(d) This Amendment No. 3 may be executed in any number of
counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to
this Amendment No. 3 by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment No. 3.
(e) This Amendment No. 3 shall be governed by, and construed
in accordance with, the laws of the State of New York.
Amendment No. 3 to Sovereign Credit Agreement
IN WITNESS WHEREOF, the undersigned have caused this Amendment
No. 3 to be executed and delivered by their duly authorized officer as of the
date first above written.
Domestic Borrower: SOVEREIGN SPECIALTY CHEMICALS, INC.
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President & CFO
Offshore Borrowers: SOVEREIGN SPECIALTY CHEMICALS LIMITED
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President
SOVEREIGN SPECIALTY CHEMICALS (S) PTE. LTD.
By /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President
Amendment No. 3 to Sovereign Credit Agreement
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED, as a Joint Lead Arranger
By /s/ Xxxxx X.X. Xxxxxx
-----------------------------------------------------------
Title: Director
XXXXXXX XXXXX CAPITAL CORPORATION,
as a Lender
By /s/ Xxxxx X.X. Xxxxxx
-----------------------------------------
Title: Vice President
X.X. XXXXXX SECURITIES INC.,
as a Joint Lead Arranger
By /s/ Xxxx Sell
-----------------------------------------
Title: Vice President
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By /s/ Xxxxxxxx Xxxxxxx, Xx.
-----------------------------------------
Title: Vice President
NATIONAL CITY BANK,
as a Lender
By /s/
-----------------------------------------
Title: Corporate Banking Officer
Amendment No. 3 to Sovereign Credit Agreement
THE BANK OF NOVA SCOTIA,
as a Lender
By
-----------------------------------------
Title:
SCOTIABANK EUROPE PLC,
as a Lender
By
-----------------------------------------
Title:
ABN AMRO BANK N.V.,
as a Lender
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Title: Group Vice President
By /s/ Xxxxx Xxxx
-----------------------------------------
Title: Assistant Vice President
CREDIT AGRICOLE INDOSUEZ,
as a Lender
By /s/ Xxxxxxx Xxxxx
-----------------------------------------
Title: Vice President
Manager
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
Sr. Relationship Manager
Amendment No. 3 to Sovereign Credit Agreement
BLACK DIAMOND CLO 1998-1 LTD.,
as a Lender
By /s/ Xxxx Xxxx
-----------------------------------------
Title: Director
BLACK DIAMOND CLO 2000-1 LTD.,
as a Lender
By /s/ Xxxx Xxxx
-----------------------------------------
Title: Director
Amendment No. 3 to Sovereign Credit Agreement
CONSENT
CONSENT dated as of March 1, 2002 (this "CONSENT"), to the
foregoing Amendment No. 3 dated as of the date hereof to Amended and Restated
Credit Agreement dated as of April 6, 2000, as amended, supplemented or
otherwise modified to the date hereof (the "CREDIT AGREEMENT"), among Sovereign
Specialty Chemicals, Inc., as Domestic Borrower, and the Offshore Borrowers,
Lender Parties and the Agents referred to therein. Capitalized terms used in
this Consent without definition shall have the respective meanings provided in
the Credit Agreement.
Each of the undersigned, as a Subsidiary Guarantor under one
or more of the Guaranties in favor of the Secured Parties, hereby consents to
the foregoing Amendment and hereby confirms and agrees that notwithstanding the
effectiveness of such Amendment, the Guaranties are, and shall continue to be,
in full force and effect and each is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of such Amendment, each
reference in each Guaranty to the "Credit Agreement", "thereunder", "thereof" or
words of like import shall mean and be a reference to the Credit Agreement, as
amended by such Amendment.
IN WITNESS WHEREOF, the undersigned have caused this Consent
to be executed and delivered by their duly authorized officers as of the date
first above written.
IMPERIAL ADHESIVES, INC. SIA ADHESIVES, INC.
By: /s/ Xxxx X. Xxxxxx By : /s/ Xxxx X. Xxxxxx
---------------------------- -------------------------------
Title: Vice President Title: Vice President
SOVEREIGN ADHESIVES, INC. SOVEREIGN PACKAGING
GROUP, INC.
By: /s/ Xxxx X. Xxxxxx By : /s/ Xxxx X. Xxxxxx
---------------------------- -------------------------------
Title: Vice President Title: Vice President
SOVEREIGN HOLDINGS, LLC OSI SEALANTS, INC.
By: /s/ Xxxx X. Xxxxxx By : /s/ Xxxx X. Xxxxxx
---------------------------- -------------------------------
Title: Vice President Title: Vice President
SOVEREIGN SPECIALTY CHEMICALS XXXXXX CHEMICALS, INC.
LIMITED
By: /s/ Xxxx X. Xxxxxx By : /s/ Xxxx X. Xxxxxx
---------------------------- -------------------------------
Title: Vice President Title: Vice President
