EXECUTION COPY
AMENDMENT NO. 4, CONSENT AND WAIVER
Dated as of April 1, 1995
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of December 14, 1993
Sequa Corporation, a Delaware corporation (the
"Borrower"), The Bank of New York, as Administrative Agent (the
"Administrative Agent"), The Bank of New York, The Bank of Nova
Scotia and Chemical Bank, as Managing Agents (the "Managing
Agents"), Bank of America National Trust and Savings Association,
Chase Manhattan Bank, N.A. and The Nippon Credit Bank, Ltd., as
Co-Agents (the "Co-Agents"), and the banks listed on the
signature pages hereto (the "Banks") agree as follows:
SECTION 1. CREDIT AGREEMENT. Reference is made to the
Amended and Restated Credit Agreement, dated as of December 14,
1993, among the Borrower, the Administrative Agent, the Managing
Agents, the Co-Agents and the Banks, as amended by Amendment No.
1, dated as of June 13, 1994, Amendment No. 2, dated as of
December 14, 1994, and Amendment No. 3 and Waiver, dated as of
March 3, 1995 (as so amended, the "Credit Agreement").
Capitalized terms used herein but not defined herein shall have
the meanings ascribed thereto in the Credit Agreement. The
Credit Agreement as amended by this Amendment No. 4, Consent and
Waiver, is and shall continue to be in full force and effect and
is hereby in all respects ratified and confirmed.
SECTION 2. AMENDMENTS. Upon and after the Effective
Date (as defined in Section 6 hereof), the Credit Agreement shall
be amended as follows:
(a) Section 4.06 is restated in its entirety as
follows:
"Section 4.06. Restricted Payments. Make or
declare or otherwise become obligated to make any
Restricted Payment; provided, however, that this
Section 4.06 shall not apply to the payment of any
dividend on account of shares of the $5.00 Cumulative
Convertible Preferred Stock of the Borrower, so long as
(x) no Default exists at the time of the declaration or
payment of such dividend, both before and after giving
effect to the declaration and payment thereof and (y)
the aggregate amount of all such dividends paid in any
consecutive three month period shall not exceed
$800,000.";
(b) Section 4.15 is amended by replacing the figure
"$565,000,000" in clause (i) thereof with the words "(A) on or
prior to March 31, 1995, $565,000,000, and (B) thereafter,
$550,000,000";
(c) Section 6.01(d) is restated in its entirety as
follows:
"(d) (i) (A) Any Loan Party or any Subsidiary
of any Loan Party shall fail to pay, in accordance with
its terms and when due and payable, the principal of or
interest on any Indebtedness (other than the Loans)
having a then aggregate outstanding principal amount in
excess of $5,000,000, (B) the maturity of any such
Indebtedness shall, in whole or in part, have been
accelerated, or any such Indebtedness shall, in whole
or in part, have been required to be prepaid prior to
the stated maturity thereof, in accordance with the
provisions of any Contract evidencing, providing for
the creation of or concerning such Indebtedness, or (C)
(1) any event shall have occurred and be continuing
that permits (or, with the passage of time or the
giving of notice or both, would permit) any holder or
holders of such Indebtedness, any trustee or agent
acting on behalf of such holder or holders or any other
Person so to accelerate such maturity or require any
such prepayment and (2) if the Contract evidencing,
providing for the creation of or concerning such
Indebtedness provides for a cure period for such event,
such event shall not be cured prior to the end of such
cure period or such shorter period of time as the
Administrative Agent may specify or (ii) (A) any Loan
Party or any Subsidiary of any Loan Party shall fail to
pay the rental payments when due and payable (after any
applicable cure period) under any operating lease in
respect of equipment which had a fair market value in
excess of $5,000,000 at the commencement of the term of
such operating lease, (B) any such operating lease
shall have been terminated, according to its terms, by
the lessor thereunder prior to its stated termination
date as a result of a default of the lessee thereunder
or (C) (1) any event shall have occurred and be
continuing that permits (or, with the passage of time
or the giving of notice or both, would permit) the
lessor under any such operating lease to so terminate
such operating lease as a result of a default of the
lessee thereunder and (2) if such operating lease
provides for a cure period for such event, such event
shall not be cured prior to the end of such cure period
or such shorter period of time as the Administrative
Agent may specify;"; and
(d) Section 10.01 is amended by restating the
definition of "Permitted Acquisition" therein in its entirety as
follows:
"'Permitted Acquisition' means (i) the
acquisition of certain assets by the Borrower (or a
Subsidiary designated by the Borrower) as such
acquisition is described in the Borrower's letter to
the Administrative Agent dated June 2, 1994 or as such
acquisition as therein described may be modified as set
forth in the memorandum from Xxxxxxx X. Xxxxxxx to the
Banks dated March 1, 1995, and the letter from the
Borrower to the Administrative Agent dated May 22,
1995; provided that the purchase price for such assets
does not exceed the aggregate amount set forth in such
letter of May 22, 1995, and (ii) each other Acquisition
which has been specifically consented to in writing by
the Required Banks from time to time."
SECTION 3. CONSENT. Upon and after the Effective Date
(as defined in Section 6 hereof), pursuant to Section 4.04(x) of
the Credit Agreement, the Required Banks hereby consent to the
execution and delivery by the Borrower of:
(i) the Guaranty Agreement to be entered into between the
Borrower and Fleet Credit Corporation, substantially in the
form of Annex A hereto, guaranteeing the Liabilities of
Sequa Coatings under the Master Equipment Lease Agreement
No. 31925, to be entered into between Fleet Credit
Corporation and Sequa Coatings, and the Lease Schedule
Number 1, each substantially in the form of Annex B hereto;
and
(ii) the Guaranty Agreement to be entered into between the
Borrower and FINOVA Capital Corporation, substantially in
the form of Annex C hereto, guaranteeing the Liabilities of
Sequa Coatings under the Lease Agreement to be entered into
between FINOVA Capital Corporation and Sequa Coatings,
substantially in the form of Annex D hereto.
SECTION 4. WAIVER. Upon and after the Effective Date
(as defined in Section 6 hereof), the Banks shall waive any
Default arising prior to the Effective Date as a result of the
Borrower's failure to comply with Section 4.15 of the Credit
Agreement to the extent that such Default would not have arisen
had this Amendment No. 4, Consent and Waiver been in effect on
April 1, 1995.
SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of
the Borrower and each Guarantor (as defined after giving effect
to this Amendment No. 4, Consent and Waiver) has the power, and
has taken all necessary action (including any necessary
stockholder action) to authorize it, to execute, deliver and
perform in accordance with its terms Amendment No. 4, Consent and
Waiver and the Credit Agreement as amended by Amendment No. 4,
Consent and Waiver. Amendment No. 4, Consent and Waiver has been
duly executed and delivered by the Borrower and each such
Guarantor and is a legal, valid and binding obligation of each
Loan Party that is a party thereto, enforceable against such Loan
Party in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights generally. The execution, delivery and
performance in accordance with its terms by the Borrower and such
Guarantors of Amendment No. 4, Consent and Waiver and the Credit
Agreement as amended by Amendment No. 4, Consent and Waiver do
not and (absent any change in any Applicable Law or applicable
Contract) will not (a) require any Governmental Approval or any
other consent or approval, including any consent or approval of
any Subsidiary or any consent or approval of the stockholders of
the Borrower or any Subsidiary or (b) violate or conflict with,
result in a breach of, constitute a default under, or result in
or require the creation of any Lien upon any assets of the
Borrower or any Subsidiary under, (i) any Contract to which the
Borrower or any Subsidiary is a party or by which the Borrower or
any Subsidiary or any of their respective properties may be
bound, the breach of which, either singly or in the aggregate
with all other such Contracts, would have a Materially Adverse
Effect upon the Borrower or any Subsidiary, or (ii) any
Applicable Law.
SECTION 6. EFFECTIVE DATE; Conditions to
Effectiveness. This Amendment No. 4, Consent and Waiver shall
become effective as of the date first written above (the
"Effective Date") on the first date on which this Amendment No.
4, Consent and Waiver shall have been duly executed and delivered
by the Borrower, the Guarantors and the Required Banks.
SECTION 7. GOVERNING LAW. This Amendment No. 4,
Consent and Waiver shall be construed in accordance with and
governed by the substantive law of the State of New York.
SECTION 8. HEADINGS. Section headings in this
Amendment No. 4, Consent and Waiver are included herein for
convenience and reference only and shall not constitute a part of
this Amendment No. 4, Consent and Waiver for any other purpose.
SECTION 9. COUNTERPARTS. This Amendment No. 4,
Consent and Waiver may be executed in any number of counterparts
and on separate counterparts, each of which shall be deemed to be
an original and shall be binding upon the parties, their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment No. 4, Consent and Waiver, or caused it to be
executed and delivered by their duly authorized officers, all as
of the day and year first above written.
SEQUA CORPORATION
By_____________________________________
Name:
Title:
CASCO INVESTORS CORPORATION
CHROMALLOY AMERICAN CORPORATION
CHROMALLOY GAS TURBINE CORPORATION
SEQUA CHEMICALS, INC.
CASCO PRODUCTS CORPORATION
SEQUA FINANCIAL CORPORATION
KOLLSMAN MANUFACTURING COMPANY, INC.
NORTHERN TECHNOLOGIES, INC.
GLENROCK CAN SYSTEMS, INC.
NORTHERN CAN SYSTEMS, INC.
NORTHERN CAN SYSTEMS OF WISCONSIN, INC.,
each as a Guarantor,
By___________________________________
Name:
Title:
THE BANK OF NEW YORK, as Administrative
Agent, as a Managing Agent and as a Bank
By_____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Managing Agent
and as a Bank
By_____________________________________
Name:
Title:
CHEMICAL BANK, as a Managing Agent and
as a Bank
By_____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Co-Agent and as a Bank
By_____________________________________
Name:
Title:
CHASE MANHATTAN BANK, N.A., as a Co-Agent and
as a Bank
By_____________________________________
Name:
Title:
THE NIPPON CREDIT BANK, LTD., as a Co-Agent
and as a Bank
By_____________________________________
Name:
Title:
BANK BRUSSELS XXXXXXX, NEW YORK BRANCH
By_____________________________________
Name:
Title:
By_____________________________________
Name:
Title:
ANNEX A
[ATTACH DRAFT FLEET GUARANTY AGREEMENT]
ANNEX B
[ATTACH DRAFT PORTAGE LEASE AGREEMENT]
ANNEX C
[ATTACH DRAFT FINOVA GUARANTY AGREEMENT]
ANNEX D
[ATTACH DRAFT MCKEESPORT LEASE AGREEMENT]
