EXHIBIT 4.2
FOURTH AMENDMENT AGREEMENT
This Fourth Amendment Agreement is made as of the 28th day of November,
1999, by and among AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
("Borrower"), the banking institutions named in Schedule 1 to the Credit
Agreement, as hereinafter defined ("Banks"), and KEYBANK NATIONAL ASSOCIATION,
as agent for the Banks ("Agent"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit
Agreement dated as of August 14, 1997, as amended and as it may from time to
time be further amended, restated or otherwise modified, which provides, among
other things, for loans and letters of credit aggregating Two Hundred Million
Dollars ($200,000,000), all upon certain terms and conditions ("Credit
Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit Agreement
to modify certain provisions thereof;
WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower, Agent and the
Banks agree as follows:
1. Article I of the Credit Agreement is hereby amended to delete the
definitions of "Applicable Commitment Fee Rate", "Applicable LIBOR Margin" and
"Leverage Ratio" therefrom in their entirety and to insert in place thereof the
following:
"Applicable Commitment Fee Rate" shall mean:
(a) for the period from November 28, 1999, through the fiscal quarter
ending on February 27, 2000, fifty (50) basis points; and
(b) commencing with the financial statements for the fiscal quarter
ending on November 28, 1999, the number of basis points set forth in the
following matrix based on the result of the computation of the Leverage
Ratio shall be used to establish the number of basis points that will go
into effect on February 28, 2000 and thereafter:
----------------------------------------------------- -------------------------
Applicable
Leverage Ratio Commitment Fee Rate
----------------------------------------------------- -------------------------
Greater than or equal to 3.25 to 1.00 50.00 basis points
----------------------------------------------------- -------------------------
Greater than or equal to 3.00 to 1.00
but less than 3.25 to 1.00 37.50 basis points
----------------------------------------------------- -------------------------
Greater than or equal to 2.50 to 1.00
but less than 3.00 to 1.00 32.50 basis points
----------------------------------------------------- -------------------------
Less than 2.50 to 1.00 25.00 basis points
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Changes to the Applicable Commitment Fee Rate shall be effective on the
first day of each month following the date upon which Agent received, or,
if earlier, Agent should have received, pursuant to Section 5.3 hereof, the
financial statements of the Companies. The above matrix does not modify or
waive, in any respect, the requirements of Section 5.7 hereof, the rights
of the Banks to charge the Default Rate, or the rights and remedies of
Agent and the Banks pursuant to Articles VII and VIII hereof.
"Applicable LIBOR Margin" shall mean:
(a) for the period from November 28, 1999, through the fiscal quarter
ending on February 27, 2000, two hundred (200) basis points; and
(b) commencing with the financial statements for the fiscal quarter
ending on November 28, 1999, the number of basis points set forth in
the following matrix based on the result of the computation of the Leverage
Ratio shall be used to establish the number of basis points that will go
into effect on February 28, 2000 and thereafter:
- ------------------------------------------------------ -------------------------
Applicable Margin for
Leverage Ratio LIBOR Loans
----------------------------------------------------- -------------------------
Greater than or equal to 3.50 to 1.00 225 basis points
- ------------------------------------------------------ -------------------------
Greater than or equal to 3.25 to 1.00
but less than 3.50 to 1.00 200 basis points
- ------------------------------------------------------ -------------------------
Greater than or equal to 3.00 to 1.00
but less than 3.25 to 1.00 175 basis points
- ------------------------------------------------------ -------------------------
Greater than or equal to 2.50 to 1.00
but less than 3.00 to 1.00 150 basis points
- ------------------------------------------------------ -------------------------
Less than 2.50 to 1.00 125 basis points
- ------------------------------------------------------ -------------------------
Changes to the Applicable LIBOR Margin shall be effective on the first day
of each month following the date upon which Agent received, or, if earlier,
Agent should have received, pursuant to Section 5.3 hereof, the financial
statements of the Companies. The above matrix does not modify or waive, in
any respect, the requirements of Section 5.7 hereof, the rights of the
Banks to charge the Default Rate, or the rights and remedies of Agent and
the Banks pursuant to Articles VII and VIII hereof.
"Leverage Ratio" shall mean, at any time, on a Consolidated basis
and in accordance with GAAP, the ratio of (a) Funded Indebtedness (based
upon the financial statements of the Companies for the most recently com-
pleted fiscal quarter) to (b) Consolidated EBITDA (based upon the financial
statements of the Companies for the most recently completed four (4) fiscal
quarters); subject to the Proviso.
2. The Credit Agreement is hereby amended to delete Section 5.7(a)
therefrom in its entirety and to insert in place thereof the following:
(a) INTEREST COVERAGE. Borrower shall not suffer or permit at
any time the ratio of Consolidated EBIT to Consolidated Interest Expense to
be less than (i)2.00 to 1.00 on the Closing Date through November 27, 1999,
(ii) 1.75 to 1.00 on November 28, 1999 through August 31, 2000, and (iii)
2.00 to 1.00 on September 1, 2000 and thereafter, based upon the financial
statements for the Companies for most recently completed four (4) fiscal
quarters.
3. The Credit Agreement is hereby amended to delete Section 5.7(b) there-
from in its entirety and to insert in place thereof the following:
(b) LEVERAGE. Borrower shall not suffer or permit at any time
the Leverage Ratio to exceed (i)3.65 to 1.00 on the Closing Date through
November 29, 1998, (ii) 3.40 to 1.00 on November 30, 1998 through February
27, 1999, (iii) 3.25 to 1.00 on February 28, 1999 through August 30, 1999,
(iv) 3.00 to 1.00 on August 31, 1999 through November 27, 1999, (v) 3.75 to
1.00 on November 28, 1999 through February 27, 2000, (vi) 3.50 to 1.00 on
February 28, 2000 through August 31, 2000, (vii) 3.25 to 1.00 on September
1, 2000 through December 2, 2001, and (viii) 3.00 to 1.00 on December 3,
2001 and thereafter.
4. Concurrently with the execution of this Fourth Amendment Agreement,
Borrower shall:
(a) cause each Guarantor of Payment to consent and agree to and
acknowledge the terms of this Fourth Amendment Agreement;
(b) pay an amendment fee to each Bank that executes this Amendment
prior to 12:01 P.M.(Cleveland, Ohio time) on November 30, 1999 (each such Bank,
an "Executing Bank") in an amount equal to (i) fifteen (15) basis points, times
(ii) the Total Commitment Amount, times (iii) the Commitment Percentage of such
Executing Bank. Such amendment fee shall be paid to Agent for the pro rata
benefit of the Executing Banks; and
(c) pay all legal fees and expenses of Agent in connection with this
Fourth Amendment Agreement.
5. Borrower hereby represents and warrants to Agent and the Banks
that(a) Borrower has the legal power and authority to execute and deliver this
Fourth Amendment Agreement; (b) the officials executing this Fourth Amendment
Agreement have been duly authorized to execute and deliver the same and bind
Borrower with respect to the provisions hereof; (c) the execution and delivery
hereof by Borrower and the performance and observance by Borrower of the
provisions hereof do not violate or conflict with the organizational agreements
of Borrower or any law applicable to Borrower or result in a breach of any
provision of or constitute a default under any other agreement, instrument or
document binding upon or enforceable against Borrower; (d) no Unmatured Event of
Default or Event of Default exists under the Credit Agreement, nor will any
occur immediately after the execution and delivery of this Fourth Amendment
Agreement or by the performance or observance of any provision hereof; (e)
neither Borrower nor any Subsidiary has any claim or offset against, or defense
or counterclaim to, any of Borrower's or any Subsidiary's obligations or
liabilities under the Credit Agreement or any Related Writing; and (f) this
Fourth Amendment Agreement constitutes a valid and binding obligation of
Borrower in every respect, enforceable in accordance with its terms.
6. Each reference that is made in the Credit Agreement or any
other writing to the Credit Agreement shall hereafter be construed as a
reference to the Credit Agreement as amended hereby. Except as herein otherwise
specifically provided, all provisions of the Credit Agreement shall remain in
full force and effect and be unaffected hereby.
7. Borrower and each Subsidiary, by signing below, hereby waives
and releases Agent and each of the Banks and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all
claims, offsets, defenses and counterclaims of which Borrower and any Subsidiary
is aware, such waiver and release being with full knowledge and understanding of
the circumstances and effect thereof and after having consulted legal counsel
with respect thereto.
8. This Fourth Amendment Agreement may be executed in any number
of counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
9. The rights and obligations of all parties hereto shall b
governed by the laws of the State of Ohio, without regard to principles of
conflicts of laws.
[Remainder of Page Intentionally Left Blank.]
10. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS HEREBY
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
AMCAST INDUSTRIAL CORPORATION
By: /s/ JOHN H. SHUEY
-------------------------------------
John H. Shuey, President and
Chief Executive Officer
KEYBANK NATIONAL ASSOCIATION,
as Agent and as a Bank
By: /s/ FRANCIS W. LUTZ
-------------------------------------
Francis W. Lutz, Portfolio Manager
BANCA COMMERCIALE ITALIANA
By: /s/ CHARLES DOUGHERTY
-------------------------------------
Title: Vice President
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and /s/ EDWARD BERMANT
-------------------------------------
Title: First Vice President, Deputy Manager
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THE BANK OF NEW YORK
By: /s/ EDWARD J. DOUGHERTY III
-------------------------------------
Title: Vice President, U.S. Commercial
Banking
-------------------------------------
BANK ONE, NA
By: /s/ RANDALL WITH
-------------------------------------
Title: Senior Vice President
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CREDIT AGRICOLE INDOSUEZ
(successor in interest to Caisse Nationale
de Credit Agricole)
By: /s/ RAYMOND A. FALKENBERG
-------------------------------------
Title: Vice President, Senior Relationship
Manager
-------------------------------------
and /s/ SUSAN KNIGHT
-------------------------------------
Title: Vice President
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COMERICA BANK
By: /s/ NICHOLAS G. MESTER
-------------------------------------
Title: Account Officer
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UNI CREDITO ITALIANO SPA
By: /s/ CHRISTOPHER J. ELDIN
-------------------------------------
Title: First Vice President & Deputy
Manager
-------------------------------------
and /s/ GIANFRANCO BISAGNI
-------------------------------------
Title: First Vice President
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SANPAOLO IMI, SPA
By: /s/ LUCA SACCHI
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Title: Vice President
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and /s/ CARLO PERSICO
-------------------------------------
Title: Designated Group Manager
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NATIONAL CITY BANK
By: /s/ NEAL J. HINKEL
-------------------------------------
Title: Vice President
-------------------------------------
BANK ONE, INDIANA, NA. (successor by
merger to NBD Bank, N.A.)
By: /s/ EDWARD HATHAWAY
-------------------------------------
Title: First Vice President
-------------------------------------
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By: /s/ KENNETH C. EICHWALD
-------------------------------------
Title: First Vice President and Assistant
General Manager
-------------------------------------
FIRSTAR BANK, NATIONAL
ASSOCIATION (fka STAR BANK, N.A.)
By: /s/ THOMAS D. GIBBONS
-------------------------------------
Title: Vice President
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GUARANTOR ACKNOWLEDGMENT
Each of the undersigned consents and agrees to and acknowledges the terms
of the foregoing Fourth Amendment Agreement. Each of the undersigned further
agrees that the obligations of each of the undersigned pursuant to the Guaranty
of Payment executed by each of the undersigned shall remain in full force and
effect and be unaffected hereby.
ELKHART PRODUCTS CORPORATION
WHEELTEK, INC.
AS INTERNATIONAL, INC.
By: /s/ DOUGLAS D. WATTS
-------------------------------------
Douglas D. Watts, Vice President
of each of the Companies listed
above
AMCAST INVESTMENT SERVICES
CORPORATION
By: /s/ JOHN H. SHUEY
-------------------------------------
John H. Shuey, President