SIXTH AMENDMENT AGREEMENT
SIXTH AMENDMENT AGREEMENT (this "Agreement") dated as of April
23, 1997 among FARREL CORPORATION, a corporation organized under the
laws of Delaware (the "U.S. Company"), FARREL LIMITED, a corporation
organized under the laws of England (the "UK Company") (each of the
foregoing entities is referred to herein individually as a "Borrower"
and, collectively, as the "Borrowers"), THE CHASE MANHATTAN BANK, a New
York banking corporation ("Chase Connecticut") and successor by merger
to The Chase Manhattan Bank, N.A., and THE CHASE MANHATTAN BANK, LONDON
BRANCH, the London branch of a New York banking corporation ("Chase
U.K.") (each of the foregoing entities is referred to herein
individually as a "Bank" and, collectively, as the "Banks").
WHEREAS, the Borrowers and the Banks have entered into that
certain Credit Agreement dated as of March 20, 1993 which has been
amended by the First Amendment thereto, dated as of April 23, 1993; the
Second Amendment thereto, dated as of December 6, 1993; the Third
Amendment thereto, dated as of March 31, 1995; the Fourth Amendment
thereto, dated as of October 31, 1995; and, the Fifth Amendment thereto,
dated as of June 23, 1996 (as in effect prior to the effectiveness of
this Agreement, the "Existing Credit Agreement," and, as amended by this
Agreement, the "Amended Credit Agreement"), pursuant to which the Banks
have extended credit to the Borrowers evidenced by certain Promissory
Notes (as amended, the "Notes" issued by the Borrowers;
WHEREAS, the Borrowers and the Banks have agreed to enter into
this Agreement to provide for the waiver of the amendment to certain
covenants; and
WHEREAS, the Facility Documents, as amended and supplemented
by this Agreement and as each may be amended or supplemented from time
to time, are referred to herein as the "Amended Facility Documents".
NOW THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
ARTICLE 1. AMENDMENTS TO EXISTING AGREEMENTS AND WAIVER.
Section 1.0.1 Each of the Borrowers and the Banks hereby
consent and agree to the amendments to the Existing Credit Agreement
set forth below:
(a) Any and all references to "The Chase Manhattan Bank,
N.A." shall be deemed to mean its successor by merger, The Chase
Manhattan Bank, a New York banking corporation.
(b) Section 8.04 of the Existing Credit Agreement is hereby
amended and restated to read as follows:
"Section 8.04. MINIMUM TANGIBLE NET WORTH. The
Borrowers shall maintain at all times Consolidated Tangible Net Worth of
not less than $23,000,000."
Section 1.02. WAIVER OF THE EXISTING CREDIT AGREEMENT. The
Borrower has stated it intends to pay cash dividends in respect of its
capital stock in an aggregate amount of not more than four million
dollars ($4,000,000) for the period from the date of this Amendment
through June 30, 1998, in addition to such rights as are currently
allowed under Section 7.06 of the Existing Credit Agreement. The Bank
has advised the Borrower that in the Bank's opinion such a transaction
would violate Section 7.06 of the Existing Credit Agreement unless the
Borrower received the Bank's prior consent to the transaction and/or a
waiver of the restrictions of said Section 7.06. Upon due consideration
of this proposed action, the Bank hereby advises the Borrower that the
Banks will not deem this proposed action, if taken, to be a violation of
said 7.06; that they will not declare a default under the Existing
Credit Agreement with respect to this proposed action; and that they
waive their rights to enforce said Section 7.06 as regards the
Borrower's taking such action; provided, however, that at the time such
action might be effective the Borrowers are not in default of said
Section 7.06 as regards or as a result of any other action of
transaction and/or not in default of any other terms and conditions of
the Amended Credit Agreement. This Waiver is limited to the particular
action described in this Section, and shall not be construed as waiving
any other term or condition of the Existing Credit Agreement. This
waiver is contingent upon the action, if any, finally taken by the
Borrower being consistent in scope and nature as described above in this
Section 1.02.
ARTICLE 2. MISCELLANEOUS.
Section 2.01. DEFINED TERMS. The terms used herein and not
defined herein shall have the meanings assigned to such terms in the
Existing Credit Agreement.
Section 2.02. REAFFIRMATION. Each of the Borrowers
acknowledge and reaffirms all of its other respective obligations and
duties under the Amended Facility Documents to which its is a party.
Section 2.03. REPRESENTATIONS. Each Borrower hereby
represents and warrants to the Banks that: (i) the covenants,
representations and warranties set forth in the Existing Credit
Agreement and in each of the other Facility Documents are true and
correct on and as of the date hereof as if made on and as of said date
and as if each reference therein to the Existing Credit Agreement were a
reference to the Existing Credit Agreement as amended by this Agreement;
(ii) no Event of Default specified in the Facility Document and no event
which, with the giving of notice or lapse of time or both, would become
such an Event of Default has occurred and is continuing; (iii) since
June 23, 1996 there has been no material adverse change in the financial
condition or business operations of the Borrower which has not been
disclosed to the Banks; and (iv) the
making and performance by the Borrower of this Agreement have been duly
authorized by all necessary corporate action.
Section 2.04. CONDITIONS. The amendments and waiver to the
Existing Credit Agreement set forth in Article 1 above shall become
effective on the date first above written provided that the Banks shall
have received, on or prior to that date, in form and substance
satisfactory to the Banks, a counterpart of this Agreement duly executed
and delivered by the Borrowers. Except as expressly provide in this
Agreement, the Existing Credit Agreement shall remain unchanged and in
full force and effect.
Section 2.05. AMENDMENTS AND WAIVERS. Any provisions of this
Agreement may be amended or modified only by an instrument in writing
signed by the Borrowers and the Banks and any provision of this
Agreement may be waived by the Banks.
Section 2.06. NOTICES. Unless the party to be notified
otherwise notifies the other party in writing as provided in this
Section, notices shall be given in accordance with the requirements of
Section 10.06 of the Amended Credit Agreement.
Section 2.07. TABLE OF CONTENTS; HEADINGS. Any table of
contents and the headings and captions hereunder are for convenience
only and shall not affect the interpretation and construction of this
Agreement.
Section 2.08. SEVERABILITY. The provisions of this Agreement
are intended to be severable. If for any reason any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in
any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any
jurisdiction.
Section 2.09. COUNTERPARTS. This Agreement may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may execute
this Agreement by signing any such counterpart.
Section 2.10. INTEGRATION. The Amended Facility Documents
set forth the entire agreement among the parties hereto relating to the
transactions contemplated thereby and supersede any prior oral or
written statements or agreements with respect to such transactions.
SECTION 2.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF CONNECTICUT.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day first above written.
FARREL CORPORATION, a Delaware
corporation
By: /S/XXXX X. XXXXXXXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxxxxxxx
Title: Chairman, President & CEO
FARREL LIMITED, A United Kingdom
corporation
By: /S/XXXX X. XXXXXXXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxxxxxxx
Title: Chairman
THE CHASE MANHATTAN BANK,
LONDON BRANCH
By: /S/XXXX XXXXXXX
----------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By: /S/XXXXXX X. XXXXXXXXX
----------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Vice President
