AMENDMENT TO REIMBURSEMENT AGREEMENT
This AMENDMENT TO REIMBURSEMENT AGREEMENT (this "Amendment") is made as of
May 17, 2001 by and between CFC EUROPE GmbH, f/k/a ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ("Applicant") and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association ("Bank").
BACKGROUND
A. Bank and Applicant have heretofore entered into that certain
Reimbursement Agreement dated as of March 19, 1999 and amended as of July 6,
2000 pursuant to which Bank issued its Irrevocable Standby Letter of Credit (the
"Letter of Credit") to secure the obligations and liabilities of Applicant to
ABN AMRO Bank (Deutschland) AG ("ABN AMRO") under the line of credit and term
loan facilities provided to Applicant by ABN AMRO.
B. Applicant has requested that Bank increase the face amount of the Letter
of Credit to EUR 14,230,000.
C. Bank is willing to increase the face amount of the Letter of Credit upon
the terms and conditions set forth herein.
D. Terms used herein but not defined herein shall have the meanings
assigned to them in the Reimbursement Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
SECTION 1 AMENDMENTS TO REIMBURSEMENT AGREEMENT
1.1 The Reimbursement Agreement is hereby amended to provide that all
references to the "Letter of Credit" shall mean the Letter of Credit, as amended
and increased and attached to the Reimbursement Agreement in the form of Exhibit
A thereto.
1.2 Section 2 of the Reimbursement Agreement is hereby amended by deleting
the amount "DM 22,140,000" in the fifth line thereof and by inserting in its
place the amount "EUR 14,230,000".
1.3 Section 4 of the Reimbursement Agreement is hereby amended by deleting
the amount "DM 354,336.98" in the second line thereof and by inserting in its
place the amount "EUR 125,000" to provide that the Letter of Credit now reduces
by such amount on a quarterly basis.
1.4 Section 10 of the Reimbursement Agreement is hereby amended by deleting
subsection (g) in its entirety and replacing it with the following:
"A default shall occur and be continuing under (i) any agreement between
Applicant and Bank or under any obligation owed by Applicant to Bank,
subject to any applicable grace or cure period or (ii) that certain
Amended and Restated Loan and Security dated as of the date hereof between
CFC International, Inc. and Bank., subject to any applicable grace or
cure period."
SECTION 2 REPRESENTATIONS AND WARRANTIES
To induce Bank to increase the amount of the Letter of Credit, Applicant
represents and warrants to Bank that:
2.1 Compliance with Reimbursement Agreement. On the date hereof, Applicant
is in compliance with the terms and provisions set forth in the Reimbursement
Agreement (as modified by this Amendment), and no Event of Default specified in
Section 10 of the Reimbursement Agreement nor any event which would, upon notice
or lapse of time, or both, constitute such an Event of Default, has occurred.
2.2 Representations and Warranties. On the date hereof, the representations
and warranties and covenants set forth in Sections 7, 8, and 9 of the
Reimbursement Agreement (as modified by this Amendment) are true and correct
with the same effect as though such representations and warranties and covenants
had been made on the date hereof, except to the extent that such representations
and warranties and covenants expressly relate to an earlier date.
2.3 Corporate Authority of Applicant. Applicant has full power and
authority to enter into this Amendment and to incur and perform the obligations
provided for under this Amendment and the Reimbursement Agreement, all of which
have been duly authorized by all proper and necessary corporate action. No
consent or approval of stockholders or of any public authority or regulatory
body is required as a condition to the validity or enforceability of this
Amendment.
2.4 Amendment as Binding Agreement. This Amendment constitutes the valid
and legally binding obligation of Applicant, fully enforceable against
Applicant, in accordance with its terms.
2.5 No Conflicting Agreements. The execution and performance by the
Applicant of this Amendment will not (i) violate any provision of law, any order
of any court or other agency of government, of the organizational documents of
Applicant, or (ii) violate any indenture, contract, agreement or other
instrument to which Applicant is a party, or by which its property is bound, or
be in conflict with, result in a breach of or constitute (with due notice and/or
lapse of time) a default under, any such indenture, contract, agreement or other
instrument or result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of
Applicant.
SECTION 3 GENERAL PROVISIONS
3.1 Except as amended by this Amendment, the terms and provisions of the
Reimbursement Agreement shall remain in full force and effect and are hereby
affirmed, confirmed and ratified in all respects.
3.2 This Amendment shall be construed in accordance with and governed by
the laws of the State of Illinois, and the obligations of Applicant under this
Amendment are and shall arise absolutely and unconditionally upon the execution
and delivery of this Amendment.
3.3 This Amendment may be executed in any number of counterparts.
3.4 Applicant hereby agrees to pay all out-of-pocket expenses incurred by
Bank in connection with the preparation, negotiation and consummation of this
Amendment, and all other documents related thereto, including without
limitation, the reasonable fees and expense of Bank's counsel, and any filing
fees required in connection with the filing of any documents necessary to
consummate the provisions of this Amendment.
3.5 On or after the effective date hereof, each reference in the
Reimbursement Agreement to this "Agreement" or words of like import, shall
unless the context otherwise requires, be deemed to refer to the Reimbursement
Agreement.
3.6 Applicant hereby agrees to pay to Bank a fee in the amount of $5,000 in
connection with the increase in the Letter of Credit.
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IN WITNESS WHEREOF, Applicant and Bank have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
APPLICANT:
CFC EUROPE GMBH
By: _________________________
Title: ________________________
BANK:
LASALLE BANK NATIONAL ASSOCIATION
By: _________________________
Title: ________________________
