<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 10, 2000
-----------------------------
LaRoche Industries Inc.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 33-79532 13-3341472
- --------------------------------------------------------------------------------
(STATE OF INCORPORATION) (COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
1100 Johnson Ferry Road, Atlanta, Georgia 30342
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (404) 851-0300
------------------------
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
Item 5. Other Matters.
On March 10, 2000, LaRoche Industries Inc., a Delaware corporation (the
"Company"), announced that it will not make the scheduled $8.3 million cash
interest payment due March 15, 2000 on its 9 1/2% Senior Subordinated Notes due
2007 (the "Notes"). The Company has initiated discussions with certain holders
of the Notes and their outside legal and financial advisors concerning a capital
restructuring designed to de-leverage the Company. A related press release is
attached as Exhibit 99.3 and is incorporated herein by reference.
The Company also announced that it would enter into an Amendment and
Forbearance Agreement ("Amendment No. 7") with its senior secured lenders on
March 10, 2000 that will provide the Company with continued access to its
existing senior secured credit facility (the "Credit Facility") while
restructuring negotiations are underway. Amendment No.7 was necessary as a
result of scheduled reductions on March 10 in amounts available for borrowing
under the Company's revolving credit facility (the "Revolving Credit Facility"),
the Company's noncompliance with certain financial covenants, and the
announcement that the Company would not make its scheduled interest payment on
the Notes as described in the preceding paragraph. Under Amendment No.7, the
senior secured lenders have agreed to forebear from default remedies available
to them as a result of the Company's noncompliance with the Credit Facility for
a defined period of time (the "Forbearance Period"). The Forbearance Period will
end on June 9, 2000, unless terminated sooner under the terms of Amendment No.
7. As long as the conditions of the forbearance are met, the Company will be
able to borrow up to $90 million under its Revolving Credit Facility subject to
a borrowing base calculation as defined in the Credit Facility. As of March 9,
2000, the Company has approximately $85.0 million in outstanding borrowings and
letters of credit under the Revolving Credit Facility.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.48 Amendment No. 7 to Credit Agreement and Forbearance Agreement
Exhibit 99.3 Press Release, issued March 10, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAROCHE INDUSTRIES INC.
(Registrant)
By: /s/ Gerald B. Curran
--------------------------------------
Vice President and Chief Financial Officer
Date: March 10, 2000
<PAGE>
Exhibit 10.48
EXECUTION COPY
AMENDMENT NO. 7 TO CREDIT AGREEMENT AND
FORBEARANCE AGREEMENT
AMENDMENT dated as of March 10, 2000 (the "AMENDMENT") to the Amended
and Restated Credit Agreement dated as of February 28, 1999 and amended as of
May 31, 1999, September 14, 1999, November 15, 1999, December 10, 1999, January
10, 2000 and January 20, 2000 (as amended, the "CREDIT AGREEMENT") among LAROCHE
INDUSTRIES INC. (the "BORROWER"), the LENDERS party thereto (the "LENDERS") and
THE CHASE MANHATTAN BANK, as Administrative Agent (the "ADMINISTRATIVE AGENT"),
and FORBEARANCE AGREEMENT among the parties to the Credit Agreement (the
"FORBEARANCE AGREEMENT").
WITNESSETH:
A. WHEREAS, the Borrower, the Administrative Agent and the
Lenders are parties to the Credit Agreement;
B. WHEREAS, as of March 10, 2000, certain Events of Default (as defined
below, the "SPECIFIED DEFAULTS") have occurred or are expected to occur under
the Credit Agreement; and
C. WHEREAS, the Administrative Agent and the Lenders have agreed to
forbear from exercising certain default-related remedies against the Borrower
under the Loan Documents on account of the Specified Defaults for a limited
period of time and upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after Amendment No. 7
Effective Date (defined below), refer to the Credit Agreement as amended hereby.
<PAGE>
SECTION 2. SECTION 1.01. Section 1.01 of the Credit Agreement is
amended:
(a) by amending the definition of "APPLICABLE RATE" by replacing the
table set forth therein in its entirety with the following table:
<TABLE>
<CAPTION>
==========================================================================================================================
ABR EUROCURRENCY LETTER OF CREDIT COMMITMENT
APPLICABLE LEVERAGE RATIO: SPREAD SPREAD FEE RATE FEE RATE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than or equal to 2.00 TO 1 3.00% 4.50% 1.25% .750%
- --------------------------------------------------------------------------------------------------------------------------
Greater than 2.00 TO 1 AND Less than or equal to 2.50 TO 1 3.00% 4.50% 1.50% .8125%
- --------------------------------------------------------------------------------------------------------------------------
Greater than 2.50 TO 1 AND Less than or equal to 3.00 TO 1 3.00% 4.50% 1.75% .875%
- --------------------------------------------------------------------------------------------------------------------------
Greater than 3.00 TO 1 AND Less than or equal to 3.50 TO 1 3.00% 4.50% 2.00% .9375%
- --------------------------------------------------------------------------------------------------------------------------
Greater than 3.50 TO 1 3.00% 4.50% 3.25% 1.00%
==========================================================================================================================
</TABLE>
(b) by amending the definition of "INTEREST PAYMENT DATE" to read in
full as follows:
"INTEREST PAYMENT DATE" means (a) with respect to any ABR
Loan, the last Business Day of each week and (b) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to
the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest
Period that occurs at intervals of three months' duration after the
first day of such Interest Period.
and
(c) by inserting therein in appropriate alphabetical order the
following defined terms:
"AMENDMENT NO. 7" means Amendment No. 7 to the
Credit Agreement and Forbearance Agreement dated March 10,
2000, providing, among other things, for amendments to this
Agreement.
"AMENDMENT NO. 7 EFFECTIVE DATE" means the date of
effectiveness of Amendment No. 7.
SECTION 3. SECTION 2.03. Section 2.03 of the Credit Agreement is hereby
amended by inserting the following paragraph at the conclusion thereof:
2
<PAGE>
Notwithstanding the foregoing paragraph, from and after the
Amendment No. 7 Effective Date, the Borrower may only request an ABR
Revolving Borrowing. Each Borrowing Request shall be deemed to be for
an ABR Revolving Borrowing and such Borrowing Request need only specify
the information required by clauses (i), (ii) and (vi) of the foregoing
paragraph.
SECTION 4. SECTION 2.06. Section 2.06 of the Credit Agreement is
amended by adding the following paragraph (f) at the end thereof.
(f) Notwithstanding the foregoing paragraphs, from and after
the Amendment No. 7 Effective Date, all Borrowings that are not ABR
Borrowings shall be converted automatically to ABR Borrowings at the
end of the Interest Period for each such Borrowing in effect on the
Amendment No. 7 Effective Date.
SECTION 5. SECTION 2.11. Paragraphs (a) and (b) of Section 2.11 are
hereby amended to delete the phrase "the last day of March, June, September and
December of each year" in the second sentence of each such subsection and to
substitute therefor the phrase "each Interest Payment Date".
SECTION 6. SECTION 2.12. (a) Section 2.12(c) of the Credit Agreement
is hereby restated to read in full as follows:
Notwithstanding the foregoing, except as expressly provided in
Amendment No. 7, if a Default occurs and is continuing, then, so long
as it is continuing, the principal of and interest on all Loans, and
all other amounts owing hereunder, shall bear interest, payable daily,
each day until paid at a rate per annum equal to the sum of 2% plus the
rate otherwise applicable to ABR Loans for such day, compounded daily.
(b) Section 2.12(d) of the Credit Agreement is amended (i) by deleting
the phrase "for such loan" in the first sentence thereof and (ii) by amending
subsection (iii) thereof to read in its entirety as follows: "(iii) in the event
of any conversion of any Eurocurrency Loan, accrued interest on such Loan shall
also be payable on the effective date of such conversion."
SECTION 7. SECTION 5.01. Section 5.01 of the Credit Agreement is
hereby amended to:
(i) delete the word "and" at the end of clause (o) thereof;
3
<PAGE>
(ii) delete the period at the end of clause (p) thereof and
substitute therefor "; and"; and
(iii) add a new subsection (q) at the end thereof to read in full as
follows:
(q) on or prior to the tenth day after the end of
each calendar month, a certificate of a Financial Officer
setting forth the Borrower Consolidated EBITDA for such month.
SECTION 8. SECTION 6.15. The Credit Agreement is hereby amended to add
a new Section 6.15 to read in full as follows:
Section 6.15. BORROWER CONSOLIDATED EBITDA. Borrower
Consolidated EBITDA for any calendar month shall not be less than the
amount set forth opposite such month below:
March 2000 $2,000,000
April 2000 $2,000,000
May 2000 $2,000,000
June 2000 $1,500,000
SECTION 9. SECTION 9.03. Section 9.03(a) of the Credit Agreement is
hereby amended to add the following sentence at the end thereof:
Without limiting the generality of the foregoing, if the Administrative
Agent, directly or through counsel, engages a financial advisor, the
Borrower will advance to the Administrative Agent or such financial
advisor a reasonable retainer in respect of such engagement, pay the
fees and expenses of such financial advisor when due, and agree to
indemnify such financial advisor on usual and customary terms.
SECTION 10. CONFIRMATION BY BORROWER OF OBLIGATIONS AND SPECIFIED
DEFAULTS.
(a) The Borrower acknowledges and agrees that the aggregate principal
amount of the outstanding Loans and the LC Exposure under the Credit Agreement
as of the date hereof, and the aggregate accrued and unpaid interest on the
Loans through March 10, 2000 (after giving effect to the payments made on, but
prior to any borrowings on, such date) are as follows:
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Revolving Loans $79,500,000
Term Loans $26,979,166.66
LC Exposure $5,279,617.86
Accrued and unpaid interest on the Loans through
March 10, 2000 (after giving effect to the
interest payment received from the Borrower
on March 10, 2000) $1,444,961.34
</TABLE>
The foregoing amounts do not include unpaid interest, fees, expenses and other
amounts (other than accrued and unpaid interest on the Loans through March 10,
2000) that are chargeable or otherwise reimbursable under the Loan Documents.
The Borrower agrees and acknowledges that it has no right of offset, defense or
counterclaim with respect to any of the foregoing obligations.
(b) The Borrower agrees and acknowledges that Events of Default under
clauses (a), (d) and (f) of Article VII of the Credit Agreement, including,
without limitation, (i) the failure to pay principal of Loans on March 10, 2000
pursuant to Section 2.09(b)(iii)(y) of the Credit Agreement as a result of the
reduction of the Borrowing Base on such date, (ii) the failure of the Borrower
to comply with the financial covenants set forth in Sections 6.12, 6.13 and 6.14
at the last day of the fiscal quarter ended February 29, 2000 and (iii) the
failure of the Borrower to make a payment of interest in respect of Material
Indebtedness that is due on March 15, 2000 (collectively, the "SPECIFIED
DEFAULTS") constitute material Events of Default that have occurred and are
continuing or are expected to occur on or before March 15, 2000.
SECTION 11. FORBEARANCE.
(a) The Administrative Agent and the Lenders agree that until the
expiration of the Forbearance Period (as hereinafter defined), the
Administrative Agent and the Lenders will temporarily forbear from the exercise
of their default-related remedies against the Borrower solely to the extent the
availability of such remedies arises exclusively from the Specified Defaults;
PROVIDED that the Borrower shall comply during the Forbearance Period with all
limitations, restrictions or prohibitions that would otherwise be effective or
applicable under any of the Loan Documents during the continuance of any Default
or Event of Default.
5
<PAGE>
(b) As used herein, "FORBEARANCE PERIOD" means the period beginning on
the date hereof and ending on the earliest to occur of (any such occurrence
being a "TERMINATION EVENT"):
(i) April 10, 2000, unless by such date the Borrower shall have (A)
secured a withdrawal of the lien notice dated as of August 17, 1999
submitted to the Administrative Agent by IMC Global on or about such
date and (B) granted to the Administrative Agent a valid and perfected
pledge of the "SUBSIDIARY NOTES" as part of the Collateral. For
purposes of this subsection, Subsidiary Notes shall mean promissory
notes from each of LII Europe GmbH and LII Europe S.A.R.L. payable to
and delivered to the Borrower evidencing the amounts owed by such
Subsidiaries to the Borrower and, to the extent permitted by the law of
the jurisdictions of such Subsidiaries, secured by material assets
owned by such Subsidiaries;
(ii) June 9, 2000;
(iii) the occurrence of any Default other than a Specified Default;
(iv) the failure of the Borrower to perform the covenants and
agreements contained in this Amendment and Forbearance Agreement in
accordance with their terms;
(v) the commencement by any holder of Indebtedness of the Borrower (or
by any indenture trustee or agent therefor) of the exercise of any
remedy or the taking by any such party of any other action in
furtherance of collection or enforcement of any claim or Lien against
the Borrower or any of its assets; or
(vi) the time as of which the Borrower receives a Forbearance
Termination Notice (as defined below).
As used herein, "FORBEARANCE TERMINATION NOTICE" means a written notice from the
Required Lenders (in their sole discretion), advising the Borrower that the
forbearance granted in this Agreement has been rescinded.
(c) Upon a Termination Event, the agreement of the Administrative
Agent and the Lenders hereunder to forbear from exercising their default-related
remedies shall immediately terminate without the requirement of any demand,
presentment, protest or notice of any kind, all of which the Borrower waives.
The Borrower agrees that the Administrative Agent and the Lenders may at any
time thereafter proceed to
6
<PAGE>
exercise any and all of their respective rights and remedies under any or all of
the Loan Documents and/or applicable law, including, without limitation, their
respective rights and remedies in connection with any or all of the Defaults,
including, without limitation, the Specified Defaults.
(d) Any agreement to extend the Forbearance Period must be set forth
in writing and signed by the Administrative Agent and the Required Lenders.
(e) Execution of this Agreement constitutes a request by the Required
Lenders that the Administrative Agent act in accordance with its terms.
(f) THE BORROWER ACKNOWLEDGES AND AGREES THAT THE AGREEMENT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREUNDER (I) TO FORBEAR FROM EXERCISING
THEIR DEFAULT-RELATED REMEDIES WITH RESPECT TO THE SPECIFIED DEFAULTS AND (II)
TO PERMIT ADDITIONAL BORROWINGS UNDER SECTION 12 HEREOF, SHALL NOT CONSTITUTE A
WAIVER OF SUCH SPECIFIED DEFAULTS AND THAT THE ADMINISTRATIVE AGENT AND THE
LENDERS EXPRESSLY RESERVE ALL RIGHTS AND REMEDIES THAT THE ADMINISTRATIVE AGENT
AND THE LENDERS NOW OR MAY IN THE FUTURE HAVE UNDER ANY OR ALL OF THE LOAN
DOCUMENTS AND/OR APPLICABLE LAW IN CONNECTION WITH ALL DEFAULTS AND EVENTS OF
DEFAULT (INCLUDING WITHOUT LIMITATION THE SPECIFIED DEFAULTS). THE BORROWER
FURTHER ACKNOWLEDGES THAT AS A RESULT OF THE OCCURRENCE, AND DURING THE
CONTINUATION, OF THE SPECIFIED DEFAULT DESCRIBED IN CLAUSE (I) OF THE DEFINITION
OF "SPECIFIED DEFAULTS", THE BORROWER MAY NOT MAKE ANY PAYMENT OR DISTRIBUTION
OF ANY KIND UPON OR IN RESPECT OF THE REFINANCING SUBORDINATED NOTES, ALL AS SET
FORTH IN SECTION 10.4 OF THE INDENTURE DATED AS OF SEPTEMBER 23, 1997 BETWEEN
THE BORROWER AND STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE (THE
"REFINANCING INDENTURE").
SECTION 12. ADDITIONAL BORROWINGS DURING FORBEARANCE PERIOD. (a)
Notwithstanding the occurrence and continuation of the Specified Defaults and
the consequent failure to satisfy certain conditions to ABR Revolving Borrowings
under the Credit Agreement, the Borrower shall be permitted, subject to the
other terms and conditions of the Credit Agreement and this Amendment No. 7, to
continue to make ABR Revolving Borrowings during the Forbearance Period,
PROVIDED that, after giving effect to such Borrowings, the Revolving Credit
Exposure does not exceed the lesser of (i) $90,000,000 and (ii) the Available
Amount PLUS the Deemed Foreign Asset Amount.
(b) The agreement to permit ABR Revolving Borrowings to the extent set
forth in paragraph (a) of this Section 12 shall not constitute a waiver of any
failure to
7
<PAGE>
satisfy any condition to Borrowing resulting from a Default other than a
Specified Default.
(c) The Borrower acknowledges and agrees that, notwithstanding any
Borrowing permitted under paragraph (a) of this Section 12, repayment of the
Loans is overdue in the amount by which the Revolving Credit Exposure exceeds
the Available Amount (the "OVERDUE AMOUNT").
SECTION 13. APPLICABILITY OF DEFAULT INTEREST RATE DURING FORBEARANCE
PERIOD. Notwithstanding (a) the increase in the interest rate and (b) the
requirement of daily payment of interest on the Loans pursuant to
Section 2.12(c) of the Credit Agreement resulting from the Specified Defaults,
during the Forbearance Period (x) the increase in interest rate and the daily
compounding provided for in such subsection shall apply solely to the Overdue
Amount and (y) interest on the Overdue Amount shall be payable on each Interest
Payment Date for ABR Loans.
SECTION 14. REPAYMENTS FROM CASH BALANCES. (a) The Borrower shall from
time to time prepay (subject to paragraph (b) below) an aggregate principal
amount of Revolving Loans in an amount equal to the excess (such excess, as of
any date of determination, being the "EXCESS CASH AMOUNT"), if any, of (i) the
amount of the Cash Balances of the Borrower outstanding over (ii) the sum of (x)
the aggregate anticipated cash funding needs of the Borrower on such date of
determination and the succeeding Business Day and (y) the lesser of $500,000 and
the aggregate amount of cash required to be maintained on deposit as a minimum
balance by the applicable financial institutions for the Borrower's disbursement
accounts, payroll accounts, depository accounts, concentration accounts and
sub-concentration accounts. For purposes hereof, "CASH BALANCES" means, as at
any time of determination, the sum of the dollar amount of all money, currency,
Permitted Investments and credit balances held or maintained by the Borrower and
its affiliates.
(b) Each prepayment required by paragraph (a) shall be made on the
Business Day on which any excess Cash Balance that is required to be prepaid
under such paragraph is outstanding. Notwithstanding the foregoing, if the
aggregate principal amount of the Loans required to be prepaid on any date
pursuant to this Section is less than $500,000, such prepayment shall be
deferred until the aggregate principal amount of the Loans required to be
prepaid pursuant to this Section (including such deferred amounts) is not less
than $500,000.
SECTION 15. GENERAL RELEASE. In consideration of, among other things,
the forbearance provided for herein, the Borrower, on behalf of itself and its
Subsidiaries and its and their successors and assigns (collectively,
"RELEASORS"), hereby forever
8
<PAGE>
waives, releases and discharges to the fullest extent permitted by law any and
all claims (including, without limitation, crossclaims, counterclaims, rights of
set-off and recoupment), causes of action, demands, suits, costs, expenses and
damages (collectively, the "CLAIMS"), that any Releasor now has or hereafter may
have, of whatsoever nature and kind, whether known or unknown, whether now
existing or hereafter arising, whether arising at law or in equity, against any
or all of the Administrative Agent and any Lender and their respective
affiliates, shareholders and "controlling persons" (within the meaning of the
federal securities laws), and their respective successors and assigns and each
and all of the officers, directors, employees, agents, attorneys and other
representatives of each of the foregoing (collectively, the "RELEASEES"), based
in whole or in part on facts, whether or not now known, existing on or before
the execution of this Agreement. Acceptance by the Borrower of any Loans or
other financial accommodations made by the Administrative Agent or any Lender
after the date hereof (including, without limitation, the accommodations
contained in this Amendment No. 7 to Credit Agreement and Forbearance Agreement)
shall constitute a ratification, adoption and confirmation by Releasors of the
foregoing general release of all Claims against any Releasee which are based in
whole or in part on facts, whether or not now known or unknown, existing on or
prior to the date of receipt of any such Loans or other financial
accommodations. In entering into this Agreement, the Borrower has consulted with
and been represented by counsel and expressly disclaims any reliance on any
representations, acts or omissions by any of the Releasees and hereby agrees and
acknowledges that the validity and effectiveness of the release set forth above
do not depend in any way on any such representations, acts and/or omissions or
the accuracy, completeness or validity thereof. The provisions of this Section
shall survive the termination of the Credit Agreement and the other Loan
Documents and payment in full of all amounts owing thereunder.
SECTION 16. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
(a) Except as expressly set forth herein, all terms, conditions,
covenants, representations and warranties contained in the Credit Agreement or
any other Loan Document, and all rights of the Administrative Agent and the
Lenders and all obligations of the Borrower thereunder, shall remain in full
force and effect. The Borrower hereby confirms that the Credit Agreement and the
other Loan Documents are in full force and effect.
(b) Except as expressly provided herein, nothing contained in this
Amendment and Forbearance Agreement and no action by, or inaction on the part
of, any Lender or the Administrative Agent shall, or shall be deemed to,
directly or indirectly (i) constitute a consent to or waiver of any past,
present or future violations of any provisions of the Credit Agreement or any
other Loan Document, (ii) amend,
9
<PAGE>
modify or operate as a waiver of any provision of the Credit Agreement or any
other Loan Document or, except as expressly set forth herein, of any right,
power or remedy of the Administrative Agent or any Lender thereunder or (iii)
constitute a course of dealing or other basis for altering any obligations of
the Borrower under the Loan Documents or any other contract or instrument.
(c) This Agreement shall constitute a Loan Document.
SECTION 17. REPRESENTATIONS AND WARRANTIES. To induce the
Administrative Agent and the Lenders to execute and deliver this Amendment and
Forbearance Agreement, the Borrower represents and warrants that:
(a) This Amendment and Forbearance Agreement is within the Borrower's
corporate powers and has been duly authorized by all necessary corporate and, if
required, stockholder action. All documents and instruments in connection with
this Agreement have been duly executed and delivered by the Borrower and
constitute legal, valid and binding obligations of the Borrower, enforceable in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.
(b) This Amendment and Forbearance Agreement (i) does not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (ii) will not violate in any material respect any
applicable law or regulation or the charter, bylaws or other organizational
documents of the Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (iii) will not violate or result in a default under the
Refinancing Indenture, or any other agreement or other instrument binding upon
the Borrower or any of its Subsidiaries or any of their respective assets and
(iv) will not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries.
(c) On and as of the Amendment No. 7 Effective Date and after giving
effect to this Amendment, (i) the representations and warranties of the Obligors
set forth in the Loan Documents, including but not limited to the representation
and warranty contained in Section 3.12 of the Credit Agreement but excluding the
representation and warranty contained in Section 3.04(c) of the Credit
Agreement, are true and correct and (ii) other than the Specified Defaults, no
Default has occurred and is continuing.
10
<PAGE>
SECTION 18. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.
SECTION 19. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. Any party
hereto may execute and deliver a counterpart of this Agreement by delivering by
facsimile transmission a signature page of this Agreement signed by such party,
and any such facsimile signature shall be treated in all respects as having the
same effect as an original signature.
SECTION 20. SEVERABILITY. The invalidity, illegality or
unenforceability of any provision in or obligation under this Agreement in any
jurisdiction shall not affect or impair the validity, legality or enforceability
of the remaining provisions or obligations under this Agreement or of such
provision or obligation in any other jurisdiction.
SECTION 21. FURTHER ASSURANCES. The Borrower agrees to take all further
actions and execute all further documents as the Administrative Agent may from
time to time reasonably request to carry out the transactions contemplated by
this Agreement.
SECTION 22. NOTICES. All notices, requests and demands to or upon the
respective parties hereto shall be given in accordance with Section 9.01 of the
Credit Agreement.
SECTION 23. EFFECTIVENESS. This Amendment and Forbearance Agreement
shall become effective on the date (the "AMENDMENT NO. 7 EFFECTIVE DATE") on
which the Administrative Agent shall have received:
(a) from each of the Borrower and the Required Lenders, a counterpart
hereof signed by such party or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof;
(b) a certificate of the chief financial officer of the Borrower
certifying that the representations and warranties made by the Borrower pursuant
to Section 17 of this Amendment and Forbearance Agreement are true and correct
on and as of the date of this Agreement;
(c) evidence satisfactory to it that the Borrower has paid in full all
fees and expenses of the Administrative Agent payable pursuant to Section
9.03(a) of the Credit Agreement with respect to which the Borrower shall have
received any invoice
11
<PAGE>
delivered to the Borrower at least one Business Day prior to the Amendment No. 7
Effective Date, it being understood that the failure of the Administrative Agent
to have provided invoices with respect to such fees and expenses prior to the
Amendment No. 7 Effective Date does not constitute a waiver of, or otherwise
affect, the Administrative Agent's right to reimbursement for such fees and
expenses;
(d) payment in full of the amendment fee referred to in Section
2.11(f) of the Credit Agreement, in an amount equal to $150,000.00; and
(e) payment in full of all interest and fees accrued under the Credit
Agreement on or prior to March 10, 2000 other than interest accrued but not yet
payable in respect of Eurodollar Loans.
SECTION 24. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
SECTION 25. NO THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure to the benefit of the Borrower, the Administrative Agent
and the Lenders and their respective successors and assigns. No Person other
than the parties hereto and any other Lender, and, in the case of Section 15
hereof, the Releasees, shall have any rights hereunder or be entitled to rely on
this Agreement, and all third-party beneficiary rights (other than the rights of
the Releasees under Section 15 hereof and any other Lender) are hereby expressly
disclaimed.
12
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment and Forbearance Agreement to be duly executed as of the date first
above written.
LAROCHE INDUSTRIES INC.
By:
-------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Name:
Title:
HIBERNIA NATIONAL BANK
By:
-------------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By:
-------------------------------------
Name:
Title:
13
<PAGE>
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
Title:
AMSOUTH BANK
By:
-------------------------------------
Name:
Title:
BHF (USA) CAPITAL CORPORATION
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
14
<PAGE>
COMERICA BANK
By:
-------------------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
PARIBAS
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
15
<PAGE>
Exhibit 99.3
Media Contact: Financial Analyst Contact:
Kathy Hart Gerald B. Curran
404-851-0445 404-851-0397
404-851-0446 FAX 404-851-0324 FAX
[email protected] [email protected]
FOR IMMEDIATE RELEASE: March 10, 2000
LAROCHE INDUSTRIES TO WITHHOLD INTEREST PAYMENT;
COMMENCES RESTRUCTURING EFFORTS
ATLANTA - MARCH 10, 2000 - LaRoche Industries announced today that its board of
directors has approved a resolution that the company will not make the scheduled
March 15, 2000 bond interest payment of $8.3 million on its 9 1/2% Senior
Subordinated Notes due 2007, while it continues its efforts on the development
of a financial restructuring plan. The notes provide for a grace period of 30
days in which to make the payment.
The company has commenced and scheduled further discussions with its
bank group, Senior Subordinated noteholders and their financial and legal
advisors regarding a capital restructuring designed to de-leverage the company.
The company's bank group continues its support of the company and its
restructuring efforts by providing continued access to an existing credit
facility and entering into a Forbearance Agreement despite noncompliance with
certain requirements of the company's credit facility.
"We are actively negotiating with our bondholders, focusing largely on
an equitization strategy," said Gerald B. Curran, vice president and chief
financial officer for LaRoche Industries. Chanin Capital Partners is leading the
discussions for LaRoche.
Curran stated that the company's operations and business activities
will continue to function as usual throughout the negotiations and restructuring
effort.
Details regarding the Amendment No. 7 and Forbearance Agreement can be
found in the exhibits to the company's 8-K filed with the Securities and
Exchange Commission on March 10, 2000.
LaRoche Industries is a privately held, global producer and distributor
of nitrogen, chlor-alkali and fluorocarbon chemical products.
(more)
<PAGE>
LAROCHE INDUSTRIES - PAGE TWO
MARCH 10, 2000
Note: This news release contains forward-looking statements regarding the
business outlook for the company that are subject to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on a number of assumptions and forecasts,
and actual results may be materially different from those expressed or implied
by such statements. Factors affecting future results include, but are not
limited to, changes in the demand for and pricing of products, changes in
industry production capacities, and changes in the supply of and costs of
significant raw materials. Discussion of these and other factors and risks are
discussed in detail in the company's filings with the Securities and
Exchange Commission.
(end)
