EXHIBIT 4.2
FIRST AMENDMENT
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This First Amendment (this "AMENDMENT") to the Credit Agreement (as
defined below) is entered into as of September 24, 1999 by and among MacDERMID,
INCORPORATED, a Connecticut corporation (the "COMPANY"), the several financial
institutions from time to time party to this Agreement (collectively, the
"LENDERS"; individually, a "LENDER"), and BANK OF AMERICA, N.A., f/k/a/ Bank of
America National Trust and Savings Association, successor by merger to Bank of
America, N.A., f/k/a NationsBank, N.A., as letter of credit issuing bank, swing
line lender and administrative agent for the Lenders (the "ADMINISTRATIVE
AGENT"). Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them by the Credit Agreement (as
defined below).
RECITALS
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WHEREAS, the Company, Lenders and Administrative Agent are party to
the Second Amended and Restated Multicurrency Credit Agreement, dated as of
October 25, 1998, amended and restated as of December 15, 1998 and further
amended and restated as of June 15, 1999 (as the same may be further amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms and in effect, the "CREDIT AGREEMENT"); and
WHEREAS, the Company, the Administrative Agent and the Lenders
desire to enter into certain amendments to the Credit Agreement as specified
below;
NOW THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
SECTION 1. AMENDMENT.
(a) CLAUSE (i) of SECTION 2.07 of the Credit Agreement is
hereby amended by deleting such clause in its entirety and inserting in
lieu thereof the following new CLAUSE (i):
"(i) The Aggregate PTI Term Loan Commitment and the PTI
Revolver Increase Commitment shall be terminated and reduced to zero
in the event that:
(I) the PTI Merger has not been consummated on or prior
to November 12, 1999; and
(II) the PTI Funding Date has not occurred on or prior
to November 12, 1999."
(b) Pursuant to SECTION 7.14(d) of the Credit Agreement, the
Administrative Agent hereby consents to the First Amendment to the Merger
Agreement
(as hereinafter defined) in the form presented to the Administrative Agent
together with a Second Amendment to the Merger Agreement which is limited
solely to extending the termination date in SECTION 9 of such Merger
Agreement.
SECTION 2. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
(a) Except as specifically amended above, the Credit Agreement
shall remain in full force and effect and is hereby ratified and
confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
the Administrative Agent or any Lenders under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement, except as
specifically set forth herein. Upon the effectiveness of this Amendment,
each reference in the Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby.
SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 4. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original but all such counterparts shall constitute one and the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as
of the date first written above after receipt by the Administrative Agent of the
following:
(a) executed signature pages for this Amendment signed by the
Company, the Subsidiary Guarantors, the Administrative Agent and the
Lenders with PTI Term Loan Commitments and PTI Revolver Increase
Commitments; and
(b) receipt by the Administrative Agent of a certified copy of the
Second Amendment to that certain Plan and Agreement of Merger dated as of
February 18, 1999 (the "MERGER AGREEMENT") by and among the Company, MCD
Acquisition Corp., PTI, Inc., and Citicorp Venture Capital, Ltd.,
extending the termination date in SECTION 9 of the Merger Agreement
through at least October 29, 1999.
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SECTION 7. REPRESENTATIONS AND WARRANTIES. The Company hereby
represents and warrants that:
(a) The execution, delivery and performance by the Company and the
Subsidiary Guarantors of this Amendment have been duly authorized by all
necessary corporate action and this Amendment constitutes the legal, valid
and binding obligation of each such Person, enforceable against such
Person in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability;
(b) Each of the representations and warranties contained in the
Credit Agreement is true and correct in all material respects on and as of
the date hereof as if made on the date hereof (except to the extent such
representations and warranties expressly refer to an earlier date, in
which case they are true and correct as of such earlier date); and
(c) Both before and after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.
SECTION 8. REAFFIRMATION OF GUARANTIES. Each Subsidiary Guarantor as
a guarantor of the Obligations under the Subsidiary Guaranty and the other Loan
Documents, hereby reaffirms its continuing obligations and liabilities
thereunder, and agrees that such Subsidiary Guaranty and the other Loan
Documents shall remain in full force and effect and cover and extend to all
Obligations under the Credit Agreement (as amended hereby).
SECTION 9. FACSIMILE TRANSMISSION COUNTERPARTS. Delivery of an
executed counterpart of a signature page to this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
MacDERMID, INCORPORATED
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
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Title: Secretary
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MacDERMID TOWER, INC.
MacDERMID TARTAN, INC.
MacDERMID ACUMEN, INC.
MacDERMID EQUIPMENT, INC.
MacDERMID SOUTH ATLANTIC, INC.
MacDERMID OVERSEAS ASIA,
LIMITED
MacDERMID EUROPE, INC.
MacDERMID DELAWARE, INC.
MacDERMID INVESTMENTS
CORPORATION
ELNIC, INC.
MacDERMID SOUTH AMERICA, INC.
SPECIALTY POLYMERS, INC.
ECHO INVESTMENTS, INC.
MCD ACQUISITION CORP.
X. XXXXXXX, INC.
X. XXXXXXX USA, LLC
CANNING GUM, LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Secretary
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BANK OF AMERICA, N.A., f/k/a BANK
OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, successor by
merger to BANK OF AMERICA, N.A.,
f/k/a NATIONSBANK, N.A.,
as Administrative Agent
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice President
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BANK OF AMERICA, N.A., f/k/a BANK
OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, successor by
merger to BANK OF AMERICA, N.A.,
f/k/a NATIONSBANK, N.A.,
Individually as a Lender, the Swing Line
Lender and as the Issuing Bank
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: Vice President
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BANKBOSTON, N.A., as Documentation Agent
and as a Lender
By: /s/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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FLEET NATIONAL BANK, as Syndication Agent
and as a Lender
By: /s/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
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Title: Vice President
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THE BANK OF NEW YORK, as Co-Agent and as
a Lender
By: /s/ XXXXXXXXX XXXXXXXXXX
--------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
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Title: Vice President
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FIRST UNION NATIONAL BANK, as Co-Agent
and as a Lender
By: /s/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
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Title: Vice President
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LLOYDS BANK PLC, MIAMI, as Co-Agent and
as a Lender
By: /s/ WINDSOR X. XXXXXX
--------------------------------
Name: Windsor X. Xxxxxx
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Title: Director, Corporate
Banking, USA
D061
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LLOYDS BANK PLC, MIAMI, as Co-Agent and
as a Lender
By: /s/ XXXX X. XXXXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxxxx
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Title: Director-Project
Finance (USA)
B374
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THE CHASE MANHATTAN BANK
By: /s/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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COMERICA BANK
By: /s/ XXXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
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Title: Vice President
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BANK ONE, N.A. (f/k/a/ THE FIRST NATIONAL
BANK OF CHICAGO)
By: /s/ XXXXXXX X. XxXXXXXX
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Name: Xxxxxxx X. XxXxxxxx
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Title: Senior Vice President
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ABN AMRO BANK N.V.
By: /s/ XXXXXX XXXXX
--------------------------------
Name: Xxxxxx Xxxxx
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Title: Vice President
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ABN AMRO BANK N.V.
By: /s/ XXXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxx
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Title: Assistant Vice President
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BANK OF MONTREAL
By: /s/ X.X. XXXXXXX
--------------------------------
Name: X.X. Xxxxxxx
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Title: Portfolio Manager
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BANK OF TOYKO-MITSUBISHI TRUST
COMPANY
By: /s/ XXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxx
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Title: Vice President
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DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG, CAYMAN
ISLAND BRANCH
By: /s/ XXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxx
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Title: Vice President
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DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG, CAYMAN
ISLAND BRANCH
By: /s/ XXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxx
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Title: Vice President
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THE ROYAL BANK OF SCOTLAND plc
By: /s/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
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Title: Vice President
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UNICREDITO ITALIANO S.p.A., New York
Branch
By: /s/ XXXXXX XXXXX XXXXX
--------------------------------
Name: Xxxxxx Xxxxx Dente
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Title: First Vice President
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UNICREDITO ITALIANO S.p.A., New York
Branch
By: /s/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
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Title: Vice President
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HSBC BANK USA
By: /s/ XXXXX XXXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxxx
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Title: Vice President
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FORTIS (USA) FINANCE LLC
(f/k/a/ GENERALE (USA) FINANCE LLC)
By: /s/ XXXXX XXXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxxx
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Title: Senior Vice President
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By: /s/ XXXXX XXXXXX
--------------------------------
Name: Xxxxx Xxxxxx
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Title: Senior Vice-President
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