Exhibit 4-A
AMENDMENT TO CREDIT AGREEMENT and WAIVER
This Amendment to Credit Agreement and Waiver (the "Amendment"), dated
as of June 18, 2001, is among Farrel Corporation, Farrel Limited, and ▇▇▇▇▇▇
▇▇▇▇ Limited (each of the foregoing entities is referred to herein individually
as a "Borrower" and, collectively, as the "Borrowers"), and The Chase Manhattan
Bank ("Bank").
WHEREAS, the Borrowers and the Bank are parties to an Amended and
Restated Credit Agreement dated as of January 23, 1998, as amended (the "Credit
Agreement");
WHEREAS, the Bank has made Loans and issued Letters of Credit under the
Credit Agreement;
WHEREAS, the Borrower desires to terminate the Commitments and pay the
Loans, with the Letters of Credit to remain outstanding; and
WHEREAS, the Bank is willing to permit the foregoing subject to the
terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, receipt of which is acknowledged, it
is hereby agreed as follows:
Section 1. Definitions. Terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Credit
Agreement.
Section 2. Amendment, Consent and Waiver.
(A). The Credit Agreement is amended as follows: The definitions of
"Revolving Credit Termination Date" and "Term Note Termination Date" contained
in Section 1.01 of the Credit Agreement, Definitions, are superseded and
replaced in their entirety, and amended to read:
"Revolving Credit Termination Date" means June 18, 2001.
"Term Note Termination Date" means June 18, 2001.
(B) The Bank acknowledges that one or more Borrowers are collective
herewith entering into certain financing transactions with First Union National
Bank ("First Union"), pursuant to the terms of a certain Credit Agreement dated
as of June 18, 2001 (the "First Union Credit Agreement"). The Bank acknowledges
receipt of an execution copy of the First Union Credit Agreement and so long as
the First Union Letter of Credit (hereinafter defined) remains in full force and
effect, hereby irrevocably and unconditionally waives any provision of the
Credit Agreement or any of the other documents or instruments executed or
delivered in connection therewith (collectively, the "Chase Credit Documents")
that is inconsistent with the terms of the First Union Credit Agreement or the
transactions contemplated thereby. For the avoidance of doubt, any covenant,
representation, warranty or other provision in the Credit Agreement and the
other Chase Documents shall be deemed inconsistent for the purposes of the
preceding sentence if it imposes a greater obligation than the covenants,
representations, warranties and other provisions in the First Union Credit
Agreement, but the provision of Articles 2, 3, 10, and 11 and Sections 9.02 of
the Credit Agreement are not waived, but shall remain in effect until no Letters
of Credit remain outstanding, the Notes (as defined in the Credit Agreement) are
fully and irrevocably paid and the Bank shall have no further Commitment (as
defined in the Credit Agreement) under the Credit Agreement, at which time the
Credit Agreement and all obligations of the Borrower thereunder shall terminate.
(C) The Bank agrees that, notwithstanding anything to the contrary
contained in the Credit Agreement or the other Chase Credit Documents, the
Letters of Credit specified on Schedule A attached hereto shall be permitted to
remain outstanding until the expiration dates specified thereupon.
(D) Pursuant to Section 2.01(e) of the Credit Agreement, on the
Revolving Credit Termination Date the Bank has the right to request acceptable
collateral security or indemnification of the Letters of Credit. The Bank agrees
that, notwithstanding Section 2.01(e) or any other provision of the Credit
Agreement or the other Chase Credit Documents, it will not require collateral
security for the Letters of Credit nor exercise any right or remedy with respect
thereto, provided, however, that the Bank receives a letter of credit (or
multiple letters of credit) acceptable to the Bank issued by First Union
National Bank to the Bank as beneficiary, in the face amount (or aggregate face
amount) of US $925,918 (by letters of credit in United States dollars or
equivalent foreign currencies) with an expiry not earlier than December 31, 2001
(individually and, if applicable, collectively, the "First Union Letter of
Credit").
Section 3. Representations. The Borrower hereby represents and warrants
to the Bank after taking into effect this Amendment, that: (i) the covenants,
representations and warranties set forth in the Credit Agreement 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 Credit Agreement were a reference to the Credit
Agreement as amended by this Amendment; (ii) no Event of Default and no event
which, with the giving of notice or lapse of time or both, would become an Event
of Default has occurred and is continuing, which has not been disclosed to the
Bank; (iii) since the date of the Credit Agreement, there has been no material
adverse change in the financial condition or business operations of the Borrower
which has not been disclosed to the Bank; and (iv) the making and performance by
the Borrower of this Amendment have been duly authorized by all necessary
corporate action.
Section 4. Conditions. The amendments, waivers and consents to the
Credit Agreement set forth in Section 2 above shall become effective on the date
first above written provided that the Bank shall have received a counterpart of
this Amendment duly executed and delivered by the Borrower.
Section 5. Covenants of the Borrower. Borrower agrees that it shall, no
later than December 31, 2001, (i) provide to the Bank, additional letters of
credit or cash collateral in the amount of the then remaining balance of all
Letters of Credit issued by the Bank for the account of Borrowers outstanding as
of December 31, 2001 for the remaining term of such Letters of Credit or (ii)
replace, have cancelled or otherwise terminate such Letters of Credit. Without
limiting the foregoing sentence, the Borrowers shall use commercially reasonable
efforts to replace, cancel or otherwise terminate such Letters of Credit
pursuant to clause (ii) of the preceding sentence.
Section 6. Miscellaneous. Except as expressly provided in this
Amendment, the Credit Agreement shall remain unchanged and in full force and
effect except that each reference therein to "this Credit Agreement" and similar
terms referring to the Credit Agreement shall be deemed to refer to the Credit
Agreement as amended hereby. This Amendment (i) shall be deemed to be
effective on and as of the date first above written, (ii) shall be governed by
and construed in accordance with the laws of the State of Connecticut, and (iii)
may be executed in counterparts, which taken together shall constitute one and
the same instrument and either of the parties hereto may execute this Amendment
by signing any such counterpart. Should any terms or provisions of the Credit
Agreement conflict with the terms and provisions contained in this Amendment,
the terms and provisions of this Amendment shall prevail.
FARREL CORPORATION FARREL LIMITED
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Chairman & CEO Title: Director
▇▇▇▇▇▇ ▇▇▇▇ LIMITED THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Title: Director Title: Assistant Vice President