EXHIBIT 10.56
AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT dated as of October 30, 2000 (the "AMENDMENT") to the
Revolving Credit and Guaranty Agreement dated as of May 4, 2000 and amended as
of May 15, 2000, June 1, 2000, August 31, 2000 and October 6, 2000 (as so
amended, the "CREDIT AGREEMENT") among XXXXXXX INDUSTRIES INC. (the "BORROWER"),
XXXXXXX XXXXXXX INC. (the "GUARANTOR"), the LENDERS party thereto (the "DIP
LENDERS") and THE CHASE MANHATTAN BANK, as Agent (the "AGENT").
WITNESSETH:
WHEREAS, the parties to the Credit Agreement have agreed to amend the
Credit Agreement as provided for herein to, among other things, permit limited
additional borrowings subsequent to the receipt of expected net proceeds of the
sale of certain assets;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall, from and after the date of
effectiveness of this Amendment, refer to the Credit Agreement as amended
hereby.
SECTION 2. MANDATORY PREPAYMENT, COMMITMENT REDUCTION AND TERMINATION.
Section 2.13 of the Credit Agreement is hereby amended by:
(a) deleting the last sentence of paragraph (a) thereof and
substituting therefor the following sentence:
"Any reduction of the Total Commitments pursuant to this
paragraph shall be applied FIRST to reduce the Tranche B Total
Commitments, until such Tranche B Total Commitments have been
reduced to zero, and second (i) in the case of Net Proceeds
received in connection with the sale of the Nitrogen
Manufacturing Assets (the "NITROGEN SALE PROCEEDS"), (A) to
immediately reduce the Tranche A Total Commitments, until such
Tranche A Total Commitments have been reduced to $10,000,000,
and (B) on the date that is thirty (30) days after the date of
receipt of such Nitrogen Sale Proceeds (which date may be
extended by the Required DIP Lenders in writing in their sole
discretion), to reduce the remaining Tranche A Total
Commitments by that portion of the Nitrogen Sale Proceeds, if
any, not previously applied to reduce the Tranche A Total
Commitments pursuant to
clause (A) above, until such remaining Tranche A Total
Commitments have been reduced to zero, and (ii) in any other
case, to immediately reduce the Tranche A Total Commitments,
until such Tranche A Total Commitments have been reduced to
zero."; and
(b) adding, at the end of paragraph (b) thereof but before the period,
the following proviso:
"; PROVIDED, HOWEVER, that solely for purposes of this
paragraph (b), any reduction in the Total Commitments effected
pursuant to clause (i)(B) of paragraph (a) above shall be
deemed to have occurred on the date of receipt of the Nitrogen
Sale Proceeds.".
SECTION 3. EFFECTIVENESS. This Amendment shall become effective if and
only if the Agent shall have received duly executed counterparts hereof signed
by each of the Borrower, the Agent, the Guarantor and the Required DIP Lenders
(or, in the case of any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
XXXXXXX INDUSTRIES INC.
By:______________________
Name:
Title:
XXXXXXX XXXXXXX INC.
By:______________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Agent and as DIP Lender
By:______________________
Name:
Title:
HIBERNIA NATIONAL BANK
By:______________________
Name:
Title:
WACHOVIA BANK, N.A.
By:______________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:______________________
Name:
Title:
PERRY CAPITAL LLC
By:______________________
Name:
Title:
AMSOUTH BANK
By:______________________
Name:
Title:
BHF (USA) CAPITAL CORPORATION
By:__________________________
Name:
Title:
By:__________________________
Name:
Title:
COMERICA BANK
By:__________________________
Name:
Title:
NATIONAL BANK OF CANADA
By:__________________________
Name:
Title:
BNP PARIBAS
By:__________________________
Name:
Title:
