EXHIBIT 4(B)
FIRST AMENDMENT
TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") dated as of April __, 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:
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WHEREAS, the Company, the Banks and the Agent are parties to a certain
Credit Agreement dated as of December 12, 1997 (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 relating to Revolving Loan availability; 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
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the date hereof the Credit Agreement is hereby amended as follows:
(a) The definition of "Combined Commitment" set forth in Section 1.1
of the Credit Agreement is amended to read in its entirety as follows:
""Combined Commitment" means $90,000,000 or such lesser amount to
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which it may be reduced pursuant to Section 2.5."
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(b) Section 2.5 of the Credit Agreement is amended to read in its
entirety as follows:
"2.5 Voluntary Termination or Reduction of Commitments. The
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Company may, upon not less than five Business Days' prior notice to
the Agent, terminate the Combined Commitment, or permanently reduce
the Combined Commitment by an aggregate minimum amount of $5,000,000
or any multiple of $500,000 in excess thereof; unless, after giving
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effect thereto and to any prepayments of Loans made on the effective
date thereof, (a) the Effective Amount of all Revolving Loans, and L/C
Obligations together would exceed the amount of the Combined
Commitment then in effect, or (b) the Effective Amount of all L/C
Obligations then outstanding would exceed the L/C Commitment. Once
reduced in accordance with this Section, the Combined Commitments may
not be increased. Any reduction of the Combined Commitment shall be
applied to each Bank according to its Pro Rata Share. If and to the
extent specified by the Company in the notice to the Agent, some or
all of the reduction in the Combined Commitment shall be applied to
reduce the L/C Commitment. All accrued Commitment Fees and letter of
credit fees to, but not including, the effective date of any reduction
or termination of Combined Commitment, shall be paid on the effective
date of such reduction or termination."
(c) Clause (a) of Section 8.5 of the Credit Agreement is amended to
read in its entirety as follows:
"(a)(i) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents and (ii) other Indebtedness of the Company owed
to any Bank individually; provided, that in the case of Indebtedness
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permitted by the foregoing clause (ii) the aggregate principal amount
of all such Indebtedness shall in no event exceed $10,000,000 at any
time outstanding."
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
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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 XXXXXXXXX COATINGS INC.
By:_____________________________________
Title:__________________________________
MSC SPECIALTY FILMS INC.
By:_____________________________________
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Title:__________________________________
MSC PINOLE POINT STEEL INC.
By:_____________________________________
Title:__________________________________
SOLAR-GARD INTERNATIONAL, INC.
By:_____________________________________
Title:__________________________________
MSC PRE FINISH METALS (PP) INC.
By:_____________________________________
Title:__________________________________
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