Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 9 33K
Ownership
2: EX-1 Underwriting Agreement 1 5K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 38 133K
Liquidation or Succession
4: EX-3.(I) Articles of Incorporation/Organization or By-Laws 9 28K
EX-3.(I) — Articles of Incorporation/Organization or By-Laws
| EX-3.(I) | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 3
FIRST AMENDMENT TO TERM LOAN
AGREEMENT
XXXXXX
XXXXXX
Ladies and Gentlemen:
Reference is hereby made to that certain Term Loan Agreement dated as of
May 2, 1994 (the Term Loan Agreement, as the same has been amended prior to the
date hereof, being referred to herein as the "Loan Agreement"), between the
undersigned, Floyd D. Gottwald, Jr., an individual (the "Borrower"), and you
(the "Bank"). All capitalized terms used herein without definition shall have
the same meanings herein as such terms have in the Loan Agreement.
The Borrower has requested that the Bank make additional loans to the
Borrower and make certain other corresponding amendments to the Loan Agreement,
and the Bank is willing to do so under the terms and conditions set forth in
this agreement (herein, the "Amendment").
SECTION 1. 1. ADDITIONAL LOANS.
Subject to all of the terms and conditions of this Amendment (including
the satisfaction of each of the conditions precedent listed in Section 3 of this
Amendment) and of the Loan Agreement as amended hereby, the Bank agrees to make
one or more additional loans (each, and "Additional Term Loan" and collectively,
the "Additional Term Loans") to the Borrower on or before April 30, 1998 in an
aggregate principal amount not to exceed $15,000,000 on a cumulative basis on
and after the date hereof. Each additional Term Loan shall be evidenced by, and
mature and bear interest as set forth in, a Term Note of the Borrower (the "Line
Note") in the form (with appropriate insertions) attached hereto as Schedule I,
the Line Note to be dated as of the date of issuance thereof. The Additional
Term Loans shall be secured by the Collateral. The manner of borrowing
Additional Term Loans shall be as set forth in Section 1.5 of the Loan
Agreement. The obligation of the Bank to make each additional Term Loan shall
also be subject in each case to the satisfaction of the conditions precedent set
forth in Section 7.1 of the Loan Agreement to the same extent, with the same
force and effect, as if, each Additional Term Loan had originally been a Loan
made under and subject to the Loan Agreement. All of the terms and conditions
of the Loan Agreement shall be applicable to the Line Note and all Additional
Term Loans made from time to time hereunder. All references to the term "Note"
in the Loan Agreement shall be deemed to include and be a reference to the Line
Note as well. Without limiting the generality of the foregoing, the Borrower
agrees to observe, comply with and be bound by all of the terms and conditions
of the Loan Agreement so long as any Additional Term, Loans are outstanding and
that the Line Note may be accelerated upon the occurrence of any Event of
Default (as defined in the Loan Agreement), all to the same extent and with the
same force and effect as though the Loan Agreement as originally
-1-
executed and delivered had provided for the Additional Term Loans and the
issuance of the Line Note as contemplated hereby.
SECTION 2. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Loan Agreement shall be and hereby is amended as follows:
Section 2.01. Section 3.3 of the Loan Agreement shall be and hereby is
amended and as so amended is restated in its entirety as follows:
Section 3.3. Mandatory Prepayments. (a) Loanable Value. The Borrower
covenants and agrees that if the principal amount outstanding on the Note, when
taken together with the aggregate principal amount outstanding on the Line Note,
shall at any time be in excess of the Loanable Collateral Value as then
determined and computed, the Borrower shall, within five (5) Business Days after
the Bank's written demand, pay over to the Bank as and for a mandatory
prepayment on the Note, such amount as shall be necessary to reduce the unpaid
principal balance of the Note, when taken together with the aggregate principal
amount then outstanding on the Line Note (taking into account after payments
being made concurrently in reduction of the principal of the Line Note), to
the Borrowing Base, Each such prepayment shall be accompanied by any amount due
to the Bank under Section 2.8 hereof.
Section 2.02. Amended Definitions. Section 5.1 of the Loan Agreement
shall be and hereby is amended by amending and restating in their
entirety the following definitions appearing therein:
"Borrowing Base" shall mean as of any time, the sum of the following:
(i) 50% of the Collateral Value attributable to the shares of Ethyl
Corporation constituting Eligible Securities; plus
(ii) 45% of the Collateral Value attributable to the shares of Albemarle
Corporation or any other issuer in each case constituting Eligible Securities.
following:
"Loanable Collateral Value" shall mean as of any time, the sum of the
following:
(i) 60% of the Collateral Value attributable to the shares of Ethyl
Corporation constituting Eligible Securities; plus
(ii) 55% of the Collateral Value attributable to the shares of Albemarle
Corporation or any other issuer in each case constituting Eligible Securities.
-2-
Section 2.03. Concentration of Collateral. Clause (i) of the second
sentence of the definition of "Collateral Value" appearing in Section 5.1 of the
Loan Agreement shall be amended and restated in its entirety to read as follows:
"(i) not more than 50% of such Collateral Value may be
attributable to the Eligible Securities of any one particular issuer (except in
the case of shares of Albemarle Corporation, in which case not more than 80% of
such Collateral Value may be attributable to the shares of Albemarle Corporation
constituting Eligible Securities), with the effect that any Eligible Securities
in excess of that limit have no Market Value for purposes of computing such
Collateral Value."
Section 2.04. New Definitions. Section 5.1 of the Loan Agreement shall
be and hereby is amended by adding the following definition:
"Line Note" means that certain Term Note dated as of a date in
July of 1997 in the face principal amount of $15,000,000 issued by the Borrower
and payable to the order of the Bank and any and all notes issued in whole or in
part in substitution or replacement therefor or in extension or renewal thereof,
as any of the foregoing may from time to time be modified or amended.
Section 2.05. New Borrowing Base Certificate. Exhibit B to the Loan
Agreement is hereby amended and as so amended is restated in its entirety as
shown on Schedule II attached hereto.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrower, the Trustees and the Bank shall have executed
and delivered this Amendment in the spaces provided for that purpose below.
(b) The Bank shall have received a duly completed and executed
Line Note.
(c) The Bank shall have received copies (executed or certified,
as may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent the Bank or its
counsel may reasonably request.
(d) Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.
-3-
SECTION 4. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Borrower hereby represents to the Bank that as of the date hereof, the
representations and warranties set forth in Section 6 of the Loan Agreement are
and shall be and remain true and correct (except that the representations
contained in Section 6.4 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Bank) and the Borrower is in full
compliance with all of the terms and conditions of the Loan Agreement and no
Default or Event of Default has occurred and is continuing under the Loan
Agreement or shall result after giving effect to this Amendment.
SECTION 5. MISCELLANEOUS.
(a) The Borrower has heretofore executed and delivered to the Bank
certain Collateral Documents and the Borrower hereby acknowledges and agrees
that, notwithstanding the execution and delivery of this Amendment, the
Collateral Documents remain in full force and effect and the rights and remedies
of the Bank thereunder, the obligations of the Borrower thereunder and the liens
and security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Collateral Documents as
to the indebtedness which would be secured thereby prior to giving effect to
this Amendment.
(b) Except as specifically amended herein, the Loan Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Loan Agreement, the
Note, the Line Note or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Loan Agreement, any reference in any of such
items to the Loan Agreement being sufficient to refer to the Loan Agreement as
amended hereby.
(c) Notwithstanding anything in the Loan Agreement to the contrary, the
Borrower shall not be liable to reimburse the Bank for the costs and expenses of
or incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.
(d) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of XXXXX.
-4-
Dated as of July 9, 1997.
/s/ FLOYD D. GOTTWALD, JR.
----------------------------
FLOYD D. GOTTWALD, JR., personally
Accepted and agreed to in XXX, XXX as of the date and year last above written.
XXXXXX
By /s/ XXXXXX
------------------------
Its Vice President
The undersigned confirm their May 2, 1994 Pledge and Security Agreement
Re: Securities with the Bank remains in full force and effect for the benefit
and security of, among other things, the Line Note and the Note outstanding
under the Loan Agreement.
/s/ FLOYD D. GOTTWALD, JR.
----------------------------------
Floyd D. Gottwald Jr., personally
/s/ FLOYD D. GOTTWALD, JR.
----------------------------------
FLOYD D. GOTTWALD JR., not personally,
but as Trustee under the Trust Agreement
dated June 24, 1992, as restated by
instrument dated January 13, 1993 and
as amended by instrument dated May 2,
1994, with Floyd D. Gottwald, Jr.,
as grantor
-6-
SCHEDULE I
FLOYD D. GOTTWALD, JR.
TERM NOTE
$ 15,000,000 XXX, XXX
July 9, 1997
On April 30, 1998, for value received, the undersigned, Floyd D.
Gottwald, Jr., a resident of Richmond, Virginia (the "Borrower"), hereby
promises to pay to the order of XXXXXX (the "Bank") at its office at XXXXX
XXX, XXX, the principal sum of Fifteen Million and no/100 Dollars ($15,000,000),
or such lesser amount as may then be outstanding hereon.
This Note evidences Additional Term Loans made and to be made to the
Borrower by the Bank under that certain Loan Agreement dated as of May 2, 1994
between the Borrower and the Bank as amended by First Amendment to Loan
Agreement between the same such parties dated July 9, 1997 (said Loan
Agreement, as so amended and as the same may be amended, modified or restated
from time to time hereafter, being referred to herein as the "Loan Agreement"),
and the Borrower hereby promises to pay interest at the office described above
on such Additional Term Loans evidenced hereby at the rates and at the times and
in the manner specified for Loans in the Loan Agreement.
Each Additional Term Loan made against this Note, any repayment of
principal hereon, the status of each such Additional Term Loan from time to time
as part of the Domestic Rate Portion or a LIBOR Portion and, in the case of any
LIBOR Portion, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on a schedule to this Note or recorded on the
books and records of the holder hereof (provided that such entries shall be
endorsed on a schedule to this Note prior to any negotiation hereof). The
Borrower agrees that in any action or proceeding instituted to collect or
enforce collection of this Note, the entries endorsed on a schedule to this Note
or recorded on the books and records of the holder hereof shall be prima facie
evidence of the unpaid principal balance of this Note, the status of each
Additional Term Loan from time to time as part of the Domestic Rate Portion or a
LIBOR Portion and, in the case of any LIBOR Portion, the interest rate and
Interest Period applicable thereto.
This Note is issued by the Borrower under the terms and provisions of
the Loan Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Loan Agreement.
All capitalized terms used herein without definition shall have the same
meanings herein as such terms are defined in the Loan Agreement.
This Note shall be construed in accordance with, and governed by, the
internal laws of the State of XXXXX without regard to principles of conflicts
of laws.
The Borrower hereby promises to pay all costs and reasonable expenses
(including attorneys' fees) suffered or incurred by the holder hereof in
collecting this Note or enforcing any rights in any collateral therefor. The
Borrower hereby waives presentment for payment and demand.
/s/ Floyd D. Gottwald, Jr.
----------------------
FLOYD D. GOTTWALD, JR.
-2-
SCHEDULE II
EXHIBIT B
FLOYD D. GOTTWALD, JR.
BORROWING BASE CERTIFICATE
To: XXXXXX
Pursuant to the terms of the Loan Agreement dated as of May 2, 1994 as
amended by that certain First Amendment to Loan Agreement dated as of July 9,
1997 between Floyd D. Gottwald, Jr. and you (the "Loan Agreement"), I submit
this Borrowing Base Certificate to you and certify that the information set
forth below and on any attachments to this certificate is true, correct and
complete as of the date of this certificate.
I. COLLATERAL VALUE CALCULATIONS
A. Ethyl Corporation
1. Number of shares 1,263,655
2. Market Value per share $9.1875
3. Total Market Value $ 11,609,922
B. Old Albemarle Stock
1. Number of shares 131,831
2. Market Value per share $21.875
3. Total Market Value $ 2,883,803
C. New Albemarle Stock
1. Number of shares 1,715,854
2. Market Value per share $ 21.875
3. Total Market Value $37,534,306
4. Principal balance of
Partnership Loan $ 6,447,520
5. Greater of line 3 or line 4 $37,534,306
D. Other Eligible Securities (if any)
1. Number of shares
2. Market Value per share $
3. Total Market Value $
II. Borrowing Base
A. 50% of Line A3 in Section I $ 5,804,961
B. 45% of the sum of Lines B3,
C5 and D3 in Section I $18,188,149
C. Sum of Lines A and B above $23,993,110
III. Loanable Collateral Value
A. 60% of Line A3 in Section I $ 6,965,953
B. 55% of the sum of Lines B3,
C5 and D3 in Section I $22,229,960
C. Sum of Lines A and B above $29,195,913
Dated July 9, 1997
/s/ FLOYD D. GOTTWALD, JR.
-------------------------
Name: Floyd D. Gottwald, Jr.
-2-
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/30/98 | | 1 | | 6 | | | None on these Dates |
| Filed on: | | 9/8/97 |
| | 7/9/97 | | 5 | | 9 |
| | 5/2/94 | | 1 | | 8 |
| | 1/13/93 | | 5 |
| | 6/24/92 | | 5 |
| List all Filings |
↑Top
Filing Submission 0000916641-97-000904 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., May 2, 12:26:50.1am ET 