EXHIBIT 4.1 - WAIVER AND CONSENT AGREEMENT DATED NOVEMBER 11, 2001
BETWEEN AMCAST INDUSTRIAL CORPORATION AND PRINCIPAL LIFE INSURANCE COMPANY
AND THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
WAIVER AND CONSENT AGREEMENT
THIS AGREEMENT is made this 11th day of November, 2001, among AMCAST
INDUSTRIAL CORPORATION, an Ohio corporation ("Amcast"), and PRINCIPAL LIFE
INSURANCE COMPANY and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (together,
the "Noteholders"), under the following circumstances:
A. Amcast and the Noteholders are parties to separate Note
Agreements, each dated as of November 1, 1995, as amended (the "Note
Agreements").
B. Amcast and the Noteholders also are parties to a
Subordination, Waiver and Consent Agreement dated as of June 5, 2001
(the "Waiver Agreement") among Amcast, the Noteholders and certain
other parties, pursuant to which the Noteholders waived the "Existing
Noteholder Defaults" (as defined in the Waiver Agreement) for the
period from March 4, 2001 through April 15, 2002 (the "Waiver Period").
C. Amcast and the Noteholders have agreed in principal to new
financial covenants, as delineated on Schedule 1, to be included in the
Note Agreements by amendment and, pending such amendment, Amcast has
requested the Noteholders to extend the Waiver Period through September
1, 2002.
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which hereby is acknowledged, Amcast and the
Noteholders agree as follows:
1. Note Agreement Amendments. Amcast shall work together with the
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Noteholders in good faith in order to finalize and enter into amendments to the
Note Agreements to incorporate the agreed upon financial covenants into the Note
Agreements within 30 days after the date of this Agreement.
2. Extension of Waiver Period. The Noteholders hereby waive the
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Existing Noteholder Defaults through September 1, 2002, thereby extending the
Waiver Period through that date.
3. No Other Modification. Except as expressly set forth herein, this
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Agreement shall not modify, amend or waive any provision of the Note Agreements,
which shall remain in full force and effect in accordance with their terms and
in accordance with the Waiver Agreement.
4. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when executed and delivered shall be an original,
but all of which together shall constitute one and the same instrument. A manual
signature of any party which is transmitted to another party, or to another
party's counsel, by facsimile shall be deemed for all purposes to be an original
signature.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
AMCAST INDUSTRIAL CORPORATION
By /s/ Francis J. Drew
Name: Francis J. Drew
Title: Vice President Finance and
Chief Financial Officer
PRINCIPAL LIFE INSURANCE COMPANY
By /s/ David S. Albright
Name: David S. Albright
Title: Authorized Signatory
And By /s/ Robert B. Lindstrom
Name: Robert B. Lindstrom
Title: Authorized Signatory
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By /s/ Jeffrey J. Lueken
Name: Jeffrey J. Lueken
Title: It's Authorized Representative
AMCAST INDUSTRIAL CORPORATION Schedule I
SENIOR NOTE COVENANT SUMMARY
($ in thousands)
4Q 1Q 2Q 3Q 4Q
--------- --------- --------- --------- ---------
Free Cash Flow - Total
- -----------------------------------
Total - Cumulative Plan ($ 4,547) $10,716 $ 8,752 $24,652 $36,764
Minumum Covenant Required ($ 7,150) $ 8,100 $ 6,100 $20,900 $31,200
Cushion above plan $ 2,603 $ 2,616 $ 2,652 $ 3,752 $ 5,564
Free Cash Flow - U.S. Ops
- -----------------------------------
U.S. Operations - Plan ($16,066) ($ 8,377) ($ 7,002) $ 4,380 $13,435
Minimum Covenant Requirement ($17,900) ($10,200) ($ 8,800) $ 2,500 $11,600
Cushion above plan $ 1,834 $ 1,823 $ 1,798 $ 1,880 $ 1,835
Debt Repayment - U.S. Lenders Total
- -----------------------------------
Debt Repayment-plan $ 0 $ 7,200 $ 0 $ 2,250 $ 5,050 $14,500
Minimum Covenant Requirement $ 0 $ 5,000 $ 0 $ 6,500 $ 5,000 $16,500
Cushion (Stretch) $ 0 $ 2,200 $ 0 ($ 4,250) $ 50 ($ 2,000)
Total Liabilities to Tangible Net Worth
- ------------------------------------
Plan 5.56 6.06 6.58 6.41 6.20
Minumum Covenant Required 5.90 6.40 7.00 6.80 6.50
Net Worth Cushion $ 3,723 $ 3,069 $ 3,276 $ 3,191 $ 2,622
EBITDA
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Plan $ 4,768 $ 8,606 $17,121 $16,482
Minimum Covenant Requirement $ 3,338 $ 6,024 $13,697 $13,186
Cushion $ 1,430 $ 2,582 $ 3,424 $ 3,296