WAIVER dated as of August 14, 1998 (this "Waiver") to
the CREDIT AGREEMENT dated as of October 16, 1997, as
amended by the FIRST AMENDMENT AND WAIVER dated as of
March 27, 1998 (the "Credit Agreement") between
TECHNOLOGY FLAVORS & FRAGRANCES, INC., a Delaware
corporation having its principal place of business at
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(the "Borrower") and THE CHASE MANHATTAN BANK, a New
York banking corporation, having an office at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Bank").
WHEREAS, the Borrower has requested and the Bank has agreed, subject to the
terms and conditions of this WAIVER, to waive compliance with certain provisions
of the Credit Agreement to the extent set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. Waiver of ARTICLE 10. FINANCIAL COVENANTS. Section 10.1. Consolidated
Funded Debt To Consolidated EBITDA.
Compliance with Section 10.1 of the Credit Agreement is hereby waived
solely for the interim six (6) months ended June 30, 1998 to permit the
ratio Consolidated Funded Debt to Consolidated EBITDA of Borrower and its
subsidiaries to exceed 16.52 to 1.0 provided, however, that such ratio did
not exceed 71.4 to 1.0 as of such interim period end.
2. Waiver of ARTICLE 10. FINANCIAL COVENANTS. Section 10.3. Consolidated Debt
Service Coverage Ratio.
Compliance with Section 10.3. of the Credit Agreement is hereby waived
solely for the interim six (6) months ended June 30, 1998 to permit the
Consolidated Debt Service Coverage Ratio of the Borrower and its
subsidiaries to be less than 0.30 to 1.0 provided, however, that such
ratio was not less than 0.04 to 1.0 as of such interim period end.
3. Waiver of ARTICLE 10. FINANCIAL COVENANTS. Section 10.4. No Losses.
Compliance with Section 10.4 of the Credit Agreement is hereby waived
solely to permit the Borrower and its subsidiaries to incur a consolidated
net loss for the fiscal quarter ended June 30, 1998 provided, however,
that such consolidated net loss did not exceed $85,000 for such fiscal
quarter. Pursuant to Section 10.4., the net income of the Borrower and its
subsidiaries, on a consolidated basis, was required to be not less than
$250,000 for the fiscal quarter ended June 30, 1998.
This WAIVER shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed in said
State.
All capitalized terms not otherwise defined herein are used with the respective
meanings given to such terms in the Credit Agreement.
-2-
Except as expressly waived hereby, the Credit Agreement shall remain in full
force and effect in accordance with the original terms thereof which are hereby
ratified and affirmed. This WAIVER is limited specifically to the matters set
forth above and does not constitute directly or by implication an amendment or
waiver of any other provision of the Credit Agreement or any default which may
occur or may have occurred under the Credit Agreement. This WAIVER supersedes
any prior negotiations, agreements, understandings or arrangements, or written
and verbal communications by the Bank to the Borrower with regard to the matters
set forth herein and this WAIVER together with the Credit Agreement and the
Facility Documents contain the entire understanding and agreement of the parties
with respect to the subject matter contained herein.
Please be advised that any requests for additional waivers and/or amendments to
the Credit Agreement will be evaluated by the Bank when formally requested in
writing by the Borrower and subject to approval by the Bank, in its sole
discretion. All amendments and waivers shall be subject to the provisions of
Section 12.1 of the Credit Agreement.
The Borrower hereby represents and warrants that, after giving effect to this
WAIVER, (i) all representations and warranties contained in Article 7 of the
Credit Agreement shall be deemed restated and are true and correct as of the
date hereof and (ii) no Event of Default or event which with the giving of
notice or lapse of time or both would constitute an Event of Default exists
under the Credit Agreement or any documents relating thereto; and no right of
offset, defense, counterclaim or objection in favor of the Borrower arising out
of or with respect to the Obligations exists.
This WAIVER may be executed in any number of counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one WAIVER. This WAIVER shall become effective when the Bank shall have
received counterparts of this WAIVER duly executed by an authorized signer of
each of the parties hereto.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this WAIVER to be duly
executed by their duly authorized officers, all as of the day and year first
above written.
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
By:
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
----------------------------------
Name:
Title: Vice President
-3-
The undersigned, not a party to the Credit Agreement but a Guarantor under a
separate Guarantee dated as of October 16, 1997 in favor of The Chase Manhattan
Bank (the "Guarantee") hereby consents, accepts and agrees to the terms of the
WAIVER dated as of August 14, 1998 and reaffirms that such Guarantee remains in
full force and effect.
TECHNOLOGY FLAVORS & FRAGRANCES, INC. (CANADA)
By:
----------------------------------
Name:
Title:
The undersigned, not a party to the Credit Agreement but a Guarantor under a
separate Guarantee dated as of March 27, 1998 in favor of The Chase Manhattan
Bank (the "Guarantee") hereby consents, accepts and agrees to the terms of the
WAIVER dated as of August 14, 1998 and reaffirms that such Guarantee remains in
full force and effect.
TECHNOLOGY FLAVORS & FRAGRANCES CHILE S.A.
By:
----------------------------------
Name:
Title:
