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EXHIBIT 4.1A
LETTER AMENDMENT
Dated as of February 16, 2000
To the Initial Lenders and
the Administrative Agent
referred to below
Sovereign Specialty Chemicals, Inc.
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of December 29, 1999 (the
"CREDIT AGREEMENT"), among Sovereign Specialty Chemicals, Inc., a Delaware
corporation (the "BORROWER"), the banks, financial institutions and other
institutional lenders listed on the signature pages hereof as the Initial
Lenders (the "INITIAL LENDERS"), the Initial Issuing Bank and the Swing Line
Bank (as therein defined), 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 The Chase Manhattan Bank, as administrative agent (the
"ADMINISTRATIVE AGENT"). Capitalized terms not otherwise defined in this Letter
Amendment have the same meanings as specified in the Credit Agreement.
It is hereby agreed by you and us as follows:
The Credit Agreement is, effective as of the date of this Letter
Amendment, hereby amended as follows:
(a) Section 2.01(a) is amended by deleting the last sentence of said
Section and inserting the following sentence in lieu thereof:
"Except as otherwise provided in Section 2.05(b)(i), amounts borrowed
under this Section 2.01(a) and repaid or prepaid may not be
reborrowed."
(b) Section 2.05(b)(i) is amended by adding to the end thereof a new
sentence to read as follows:
"On each date prior to eighteen months after the Effective Date on
which outstanding Term A Advances are prepaid pursuant to Section
2.06(b)(ii)(B) with proceeds of any Subordinated Debt issued pursuant
to Section 5.02(b)(x), the aggregate Term A Commitments of the Term A
Lenders shall be automatically restored and increased, on a pro rata
basis, by an aggregate amount equal to the aggregate amount of the Term
A
LETTER AMENDMENT
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Advances so prepaid on such date. Notwithstanding the foregoing, at no
time shall the Term A Facility as so restored and increased exceed
$75,000,000."
This Letter Amendment shall become effective as of the date first above
written when, and only when, the Administrative Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and all of the
Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the
Administrative Agent that such Initial Lender has executed this Letter Amendment
, and the consent attached hereto executed by each Subsidiary Guarantor. This
Letter Amendment is subject to the provisions of Section 8.01 of the Credit
Agreement.
On and after the effectiveness of this Letter Amendment, 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 Letter Amendment.
The Credit Agreement, as specifically amended by this Letter Amendment, 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 Letter
Amendment 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.
This Letter Amendment 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 Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment. This
Letter Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning a counterpart of the attached agreement to
this Letter Amendment.
Very truly yours,
SOVEREIGN SPECIALTY CHEMICALS, INC.
By
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Title:
LETTER AMENDMENT
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Agreed as of the date first above written:
INITIAL LENDERS
XXXXXXX XXXXX CAPITAL CORPORATION
By
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Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
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Title:
THE CHASE MANHATTAN BANK
By
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Title:
NATIONAL CITY BANK
By
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Title:
THE BANK OF NOVA SCOTIA
By
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Title:
LETTER AMENDMENT
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CONSENT
Dated as of February 16, 2000
The undersigned, as Guarantors under the Subsidiary Guaranty dated as
of December 29, 1999 (the "SUBSIDIARY GUARANTY"), in favor of the Secured
Parties (as defined in the Credit Agreement referred to in the foregoing Letter
Amendment), hereby consent to the foregoing Letter Amendment and hereby confirm
and agree that notwithstanding the effectiveness of such Letter Amendment, the
Subsidiary Guaranty is, and shall continue to be, in full force and effect and
is hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of such Letter Amendment, each reference in the Subsidiary
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
Letter Amendment.
SIA ADHESIVES, INC.
By
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Title:
XXXXXX & XXXXXXX CORP.
By
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Title:
OSI SEALANTS, INC.
By
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Title:
XXXXXX CHEMICALS, INC.
By
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Title:
LETTER AMENDMENT
