EX-10.18
AMENDMENT NUMBER TWO, dated as of December 31, 1993
("Amendment") to the Amended and Restated Revolving Credit
Agreement dated as of January 28, 1993, as amended and restated
as of July 20, 1993, as amended by Amendment Number One, dated
as of October 26, 1993 and as amended hereby (the "Credit
Agreement"), among CINCINNATI MILACRON INC., a Delaware corpo-
ration (the "Borrower"), the lenders listed on Schedule 2.1
thereto (each a "Lender" and collectively, the "Lenders") and
BANKERS TRUST COMPANY, a New York banking corporation ("BTCo"),
as a Lender and as agent and collateral agent for the Lenders
(in such capacity, including its successors and permitted
assigns, the "Agent"). Capitalized terms used and not other-
wise defined herein shall have the meanings assigned to them in
the Credit Agreement.
WHEREAS, the Borrower has requested that the Agent
and the Lenders amend certain provisions of the Credit
Agreement;
WHEREAS, the Agent and the Lenders have considered
and agreed to the Borrower's requests, upon the terms and con-
ditions set forth in this Amendment;
NOW, THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION ONE - AMENDMENTS.
The Credit Agreement is amended as hereinafter pro-
vided in this Section ONE, effective as of December 31, 1993
(the "Amendment Effective Date").
1.1 Amendment to Section 1 of the Credit Agreement
Section 1.1 shall be amended by inserting at the end
of the definition of EBIT, before the period, the following:
"; and provided, further, that for purposes of calculating EBIT
of the Borrower for any rolling four quarter period that
includes the fourth fiscal quarter of 1993, the non-recurring
restructuring charge taken in the fourth fiscal quarter of 1993
relating to the Borrower's machine tool business and disposal
of the blown film systems business shall be excluded from the
determination of Consolidated Net Income for the relevant
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period, but only to the extent that such non-recurring charge
does not exceed $51,800,000."
1.2 Amendments to Section 5 of the Credit Agreement
Section 5.6 shall be amended to read as follows: "The
Borrower shall maintain, at all times, Consolidated Tangible
Net Worth of at least $105,000,000 plus an amount equal to 50%
of Consolidated Net Income earned by the Borrower and its Sub-
sidiaries from and after December 31, 1993 through the date of
the most recent consolidated balance sheet furnished by the
Borrower pursuant to Section 5.1(a) or 5.1(b)."
Section 5.11 shall be amended to read as follows:
"The Borrower shall maintain, at all times, a ratio of Consoli-
dated Total Indebtedness to the sum of (i) Consolidated Total
Indebtedness plus (ii) Consolidated Tangible Net Worth not to
exceed (x) 65% during the period ending October 7, 1994,
(y) 63.5% during the period commencing on October 8, 1994 and
ending on December 30, 1994 and (z) 60% thereafter."
1.3 Amendment to Section 6 of the Credit Agreement
A new Section 6.13 shall be added as follows:
"6.13 Acquisitions. Neither the Borrower nor any of
its Subsidiaries shall acquire from any Person or group of
related Persons in a single transaction or a series of related
transactions for a consideration (whether cash, securities,
property, evidence of indebtedness or otherwise) having a fair
market value individually or in the aggregate of $15,000,000 or
more any asset or assets, real or personal, tangible or intan-
gible (other than inventory or accounts receivable acquired in
the ordinary course of business, Cash, Cash Equivalents, or any
assets the consideration for which constitutes a Consolidated
Capital Expenditure); provided, however, that the acquisition
of any business or line of business or all or substantially all
of the assets of any Person shall not be treated as a Consoli-
dated Capital Expenditure for purposes of this Section 6.13."
1.4 Amendment to Section 8 of the Credit Agreement
Section 8.2 shall be amended by replacing the "pro-
vided, however" clause of Section 8.2 with the following:
"; provided, however, that neither the non-recurring charge nor
the non-recurring restructuring charge referred to in the defi-
nition of "EBIT" herein, provided such charges do not exceed
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$18,000,000 and $51,800,000, respectively, shall individually,
or when aggregated with other changes in circumstances, consti-
tute a Material Adverse Effect."
SECTION TWO - REPRESENTATIONS AND WARRANTIES.
The Borrower hereby confirms, reaffirms and restates
the representations and warranties made by it in Section 8 of
the Credit Agreement, as amended hereby, and all such represen-
tations and warranties are true and correct in all material
respects as of the date hereof. The Borrower further repre-
sents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to the Agent and
each Lender that:
(a) The Borrower has the corporate power, authority
and legal right to execute, deliver and perform this Amendment
and has taken all actions necessary to authorize the execution,
delivery and performance of this Amendment;
(b) No consent of any person other than the Requi-
site Lenders, and no consent, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing
or declaration with, any governmental authority is required in
connection with the execution, delivery, performance, validity
or enforceability of this Amendment;
(c) This Amendment has been duly executed and deliv-
ered on behalf of the Borrower by a duly authorized officer of
the Borrower and constitutes a legal, valid and binding obliga-
tion of the Borrower enforceable in accordance with its terms,
except as the enforceability thereof may be limited by appli-
cable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditor's rights generally; and
(d) The execution, delivery and performance of this
Amendment will not violate any requirement of law or contrac-
tual obligation of the Borrower.
SECTION THREE - MISCELLANEOUS.
(a) Except as herein expressly amended, the Credit
Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith, except as other-
wise provided herein, are ratified and confirmed in all
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respects and shall remain in full force and effect in accor-
dance with their respective terms.
(b) All references to the Credit Agreement shall
mean the Credit Agreement as amended as of the Amendment Effec-
tive Date, and as the same may at any time be amended, amended
and restated, supplemented or otherwise modified from time to
time and as in effect.
(c) This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same
agreement.
(d) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
(e) This Amendment shall not constitute a consent or
waiver to or modification of any other provision, term or con-
dition of the Credit Agreement. All terms, provisions, cove-
nants, representations, warranties, agreements and conditions
contained in the Credit Agreement, as amended hereby, shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above
written.
CINCINNATI MILACRON INC.
By: _________________________
Name:
Title:
BANKERS TRUST COMPANY, as a
Lender and as Agent
By: _________________________
Name:
Title:
CREDIT LYONNAIS CHICAGO
BRANCH, as a Lender
By: _______________________
Name:
Title:
MIDLAND BANK plc, NEW YORK
BRANCH, as a Lender
By: _______________________
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender
By: _______________________
Name:
Title:
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NATIONSBANK OF NORTH CAROLINA,
N.A., as a Lender
By: _______________________
Name:
Title:
NBD BANK, N.A., as a Lender
By: _______________________
Name:
Title:
PNC BANK, OHIO, N.A., as a Lender
By: _______________________
Name:
Title:
SOCIETY NATIONAL BANK, as a
Lender
By: _______________________
Name:
Title:
STAR BANK, N.A., as a Lender
By: _______________________
Name:
Title: