Execution Copy
AMENDMENT NO. 1
This Amendment No. 1 (this "Amendment") to the Revolving Credit Agreement (the
"Agreement") dated as of September 30, 1993 among Ampco-Pittsburgh Corporation
(the "Borrower"), Mellon Bank, N.A. and PNC Bank, National Association (each,
a "Bank" and collectively, the "Banks"), and Mellon Bank, N.A., as Agent
(in such capacity, the "Agent"), is dated as of September 29, 1995 (each
capitalized term used but not otherwise defined herein to have the
definition ascribed to such term in the Credit Agreement).
BACKGROUND:
WHEREAS, the Borrower has requested that the Expiration Date be extended to
September 30, 1998, and that certain other changes be made to the Credit
Agreement; and
WHEREAS, the Banks are willing so to extend the Expiration Date and to make
such other changes, all as set forth and on the terms and conditions
contained herein;
NOW, THEREFORE, the parties to this Amendment agree as follows, intending to
be legally bound:
1. Definitions. (a) The definition of the terms "Applicable Margin" and
"Expiration Date" found in Article I are deleted in their entirety and
replaced with the following:
"Applicable Margin" shall mean 50 basis points.
"Expiration Date" shall mean September 30, 1998.
(b) The terms "Interest Adjustment Certificate" and "Interest Adjustment
Period" are deleted in their entirety.
2. Transactional Amounts. The language found under the column "Allowable
Principal Amounts" in Section 2.04(c) and corresponding to the Federal Funds
Rate Portion is deleted in it entirety and replaced with the following:
at least $500,000 and greater amounts that are integral multiples of
$100,000
3. Interest Rate Adjustments. Sections 2.04(h) and 5.03(k) are deleted in
their entirety.
4. Commitments. Section 2.11(e) is deleted in its entirety and replaced with
the following:
(e) Termination or Reduction of Commitments. The Borrower may at any
time or from time to time terminate in whole or reduce ratably in part
the Commitments to an amount not less than the sum of the total
Revolving Credit Loans then outstanding plus the principal amount of
all Revolving Credit Loans not yet made as to which notice has been
given by the Borrower under Section 2.02(a), by giving not less than
five Business Days' notice (which notice shall be irrevocable) to such
effect to the Agent. The Commitment of each Bank shall be permanently
reduced or terminated, as the case may be, by an amount equal to such
Bank's Percentage Share of the amount specified in such notice.
5. Covenants.
a. Section 5.02(b) is deleted in its entirety and replaced with the
following:
(b) Negative Pledge; Liens. The Borrower will not (i) create, assume,
incur, or suffer to be created, assumed, incurred or to exist, or permit
any Subsidiary to create, assume, incur or suffer to exist, directly or
indirectly, any Lien upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or
profits therefrom; or (ii) covenant in favor of any Person other than the
Agent and the Banks that the Borrower will not create, assume, incur, or
suffer to be created, assumed, incurred or to exist, directly or
indirectly, or permit any of its Subsidiaries to covenant in favor of any
Person other than the Agent and the Banks that it will not create, assume,
incur, or suffer to be created, assumed,incurred or to exist, directly or
indirectly, any Lien upon its property or assets of any
character, whether now owned or hereafter acquired, or upon the income or
profits therefrom; or (iii) transfer or permit any Subsidiary to transfer
any of such property or assets or the income or profits therefrom for the
purpose of subjecting the same to the payment of Indebtedness or
performance of any other obligation in priority to payment of its general
creditors; or (iv) acquire, or agree or have an option to acquire, or
permit any of its Subsidiaries to acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title
retention or purchase money security agreement, device or arrangement,
including, without limitation, Capitalized Leases (unless permitted by
Section 5.02(a)(ix) hereof); or (v) suffer to exist, or permit any of
its Subsidiaries to suffer to exist, any Indebtedness which if unpaid
might by Law or upon bankruptcy or insolvency, or
otherwise, be given priority over general creditors of the Borrower or any
of its Subsidiaries; or (vi) sell, assign, pledge, transfer, encumber,
grant a security interest in or otherwise dispose of any accounts,
general intangibles or chattel paper, with or without recourse, or cause or
permit any of its Subsidiaries to do so, except that the Borrower and any
Guarantor may transfer any technological know-how legally and
beneficially owned by it to the Borrower or another Guarantor, as the
case may be, and any Subsidiary that is not a Guarantor may transfer any
such know-how to the Borrower or any other Subsidiary; provided, however,
that the Borrower and its Subsidiaries may create or incur or suffer to
be created or incurred or to exist:
(i) Nonconsensual Liens to secure claims for Indebtedness permitted by
Section 5.02(a)(v) hereof;
(ii) Liens existing on the Closing Date and described on Appendix I
attached hereto;
(iii) Deposits or pledges made in connection with, or to secure payment
of, workers'compensation, unemployment insurance, old age pensions or
other social security obligations;
(iv) Purchase money security interests (including mortgages, conditional
sales, and any other title retention or deferred purchase devices) in
personal property of the Borrower or a Subsidiary existing or created at
the time of acquisition thereof, and the renewal,
extension and refunding of any such security interest in an amount not
exceeding the amount thereof remaining unpaid immediately prior to such
renewal, extension or refunding;
(v) Liens securing taxes, assessments or governmental charges or levies
or the claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like Persons, provided the payment
thereof is not at the time required by Section 5.01(b);
(vi) Reservations, exceptions, encroachments, easements, rights of way,
covenants, conditions, restrictions, leases and other similar title
exceptions or encumbrances affecting real property, provided they do not
in the aggregate materially detract from the value of
such properties or materially interfere with their use in the ordinary
conduct of the business of the Borrower and its Subsidiaries; and
(vii) Liens affecting only the property of Vulcan, Inc.
A Lien existing on property which is acquired by the Borrower or any of its
Subsidiaries shall be deemed to have been created at the time of such
acquisition and a Lien existing on property of a corporation at the time
it becomes a Subsidiary of the Borrower shall be deemed to have
been created at such time.
b. Section 5.02(d) is deleted in its entirety and replaced with the
following:
(d) Mergers, etc. The Borrower shall not merge or consolidate with, or
sell, assign, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired) to any Person or
agree to do so or permit any Subsidiary to do so; provided, however,
that with the prior consent of the Agent, which consent shall not be
unreasonably withheld, and provided that no Event of Default or
Potential Event of Default shall have occurred and be continuing or
shall exist, Subsidiaries which are not Guarantors or Other Companies
may be merged with other Subsidiaries which are not Guarantors or Other
Companies. Notwithstanding the foregoing, Vulcan, Inc. may assign its
assets in a bankruptcy proceeding.
c. The final sentence of Section 5.02(e) is deleted in its entirety and
replaced with the following:
Notwithstanding the foregoing, Vulcan, Inc. may assign its assets in a
bankruptcy proceeding and the Borrower, the Guarantors and the other
Subsidiaries may make transfers permitted under the first clause(vi) of
Section 5.02(b).
d. Section 5.02(f) is deleted in its entirety and replaced with the
following:
(f) Investments. [INTENTIONALLY LEFT BLANK.]
6. Representation of the Borrower. In order to induce the other parties
hereto to enter into this Amendment, the Borrower represents and warrants
that, at the time of entering into this Amendment and after giving effect
hereto, no Default of Potential Default is or shall be in existence, and all
the representations and warranties of the Borrower set forth in the Credit
Agreement are true and correct, as though made the date hereof.
7. Amendment Limited. This Amendment is limited as specified herein and shall
not constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any of the other Loan Documents.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed
an original. All of such counterparts shall constitute but one and the same
instrument.
9. Effectiveness. This Amendment shall be effective as of the date first
written above (the "Effective Date") provided that, on or before the
Effective Date:
a. The Agent shall have received from, and in sufficient quantities for each
of the parties hereto, signed counterparts of this Amendment;
b. The Agent shall have received a certificate of an authorized officer of
the Borrower, dated as of the Effective Date, certifying that all
necessary corporate action to authorize the execution, delivery and
performance by the Borrower of this Amendment has been taken; and
c. The Agent shall have received payment for all fees and expenses incurred
by it in the preparation, execution and delivery of this Amendment.
10. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
11. Credit Agreement. From and after the Effective Date, all references to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as previously amended and as amended hereby.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have caused this Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
Ampco-Pittsburgh Corporation
By: s/Robert J. Reilly
Signature
Name: Robert J. Reilly
Title: Treasurer and Controller
Mellon Bank, N.A., as Agent
and as a Bank
By: s/R. K. James
Signature
Name Richard K. James
Title: Vice President
PNC Bank, National Association
By: s/Louis R. Cestello
Signature
Name Louis R. Cestello
Title: Relationship Manager