AMENDMENT NUMBER ONE, dated as of May 31, 1995
("Amendment") to the Amended and Restated Revolving Credit
Agreement dated as of December 31, 1994 (the "Credit
Agreement"), among CINCINNATI MILACRON INC., a Delaware
corporation (the "Borrower" and the "Company"), CINCINNATI
MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German corporation
(the "German Borrower" and, collectively, with the Company, the
"Borrowers"), 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 for the Lenders (in such capacity, including its
successors and permitted assigns, the "Agent"). Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.
WHEREAS, the Borrowers have 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 Borrowers' requests, upon the terms and
conditions 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
provided in this Section ONE, effective as of May 31, 1995 (the
"Amendment Effective Date").
1.1. Amendment to Section 1 (Definitions) of the
Credit Agreement
(a) Section 1.1 shall be amended by adding the
following new definitions in appropriate alphabetical order:
"'Amendment No. 1' shall mean Amendment
Number One dated as of May 31, 1995 to this Agreement.
"'Authorized Acquisition' shall mean an
acquisition by the Company after the Amendment Effective Date of
an entity that has been consented to in writing by the Lenders,
together with the Subsidiaries of such entity."
(b) Section 1.1 shall be further amended as
follows:
"Consolidated Tangible Net Worth" shall be
amended by adding the following additional sentence thereto at
the end of the present definition:
"Notwithstanding any provision of this
Agreement, goodwill (as defined by GAAP) associated with each
Authorized Acquisition, in an aggregate amount for all Authorized
Acquisitions not to exceed $30,000,000, shall be added back into
and considered a part of Consolidated Tangible Net Worth."
"Final Maturity Date" shall be amended by
deleting the definition thereof and replacing it with the
following:
"'Final Maturity Date' means June 1, 1998
unless such date is extended for one year; provided, however,
that the Company gives the Agent written notice no later than
June 1, 1997 of its desire to extend the Final Maturity
Date, which extension shall be subject to the consent of
each Lender (other than a Defaulting Lender)".
1.2. Amendment to Section 2 (Amount and Terms of
Loans)
Section 2.1(a) shall be amended by deleting
"$200,000,000" immediately following the words "the Total
Revolving Loan Commitment is" and substituting "$150,000,000"
therefor.
1.3. Amendment to Section 5 (Affirmative Covenants)
to the Credit Agreement
(a) Section 5.6 shall be amended to read as
follows:
"The Company shall maintain, at all times,
Consolidated Tangible Net Worth of at least $124,000,000 plus an
amount equal to 50% of Consolidated Net Income earned by the
Company and its Subsidiaries from and after December 31,
1994 through the date of the most recent consolidated
balance sheet furnished by the Company pursuant to Section 5.1(a)
or 5.1(b) plus 100% of the net proceeds of any issuance of shares
of capital stock of the Company (or rights, warrants or options
to subscribe for such capital stock) on or after January 1,
1995."
(b) Section 5.11 shall be amended to read as
follows:
"The Company shall maintain, at all times during
the respective periods indicated below, a ratio of
Consolidated Total Indebtedness to the sum of (i) Consolidated
Total Indebtedness plus (ii) Consolidated Tangible Net Worth not
to exceed the respective ratio, as expressed in percentage form,
indicated during such period:
Period Percentage
1/1/95 - 12/31/95 70.0%
1/1/96 - 6/30/96 67.5%
7/1/96 - 12/31/96 65.0%
1/1/97 - 6/30/97 60.0%
7/1/97 - 12/31/97 56.0%
1/1/98 - 6/30/98 53.0%
7/1/98 and thereafter 50.0%."
1.4. Amendment to Section 6 (Negative Covenants) of
the Credit Agreement
(a) Section 6.3 shall be amended to read as
follows:
"The Company shall not permit at any time
during the period indicated the ratio of (i) EBIT of the Company
to (ii) Interest Expense of the Company to be less than the
ratio set forth opposite such period:
Period Ratio
1/1/95 - 12/31/95 2.50 to 1.00
1/1/96 - 6/30/96 2.75 to 1.00
7/1/96 - 12/31/96 3.00 to 1.00
1/1/97 - 6/30/97 3.25 to 1.00
7/1/97 and thereafter 3.50 to 1.00."
(b) Section 6.4 shall be amended to read as
follows:
"The Company shall not permit at any time the
ratio of (i) (a) EBIT of the Company plus (b) depreciation
expense of the Company and its Consolidated Subsidiaries plus (c)
amortization expense of the Company and its Consolidated
Subsidiaries minus (d) Consolidated Capital Expenditures minus
(e) any amounts expended by the Company and its Consolidated
Subsidiaries to redeem or purchase indebtedness (including
current maturities of long-term indebtedness but excluding in all
cases redemptions or repurchases funded from other sources such
as permitted refinancings or the issuance of Securities and also
excluding redemptions and purchases of indebtedness for money
borrowed or Capital Leases related to the plants of the Company
or its affiliates located at Fountain Inn and Greenwood, South
Carolina in an aggregate amount not to exceed $18,000,000); (in
the case of each of clauses (b)-(e) only expenditures actually
made and expenses charged against earnings when determining EBIT
during the applicable four-quarter period shall be included) to
(ii) Fixed Charges of the Company and its Consolidated
Subsidiaries during the period indicated below to be less than
the ratio set forth below opposite such period:
Period Ratio
1/1/95 - 12/31/95 1.50 to 1.00
1/1/96 - 6/30/96 1.75 to 1.00
7/1/96 - 12/31/96 2.00 to 1.00
1/1/97 - 6/30/97 2.25 to 1.00
7/1/97 and thereafter 2.50 to 1.00."
(c) Section 6.10 shall be amended by adding at the
end thereof before the "." the following: "and except for
(A) the redemption of $10,000,000 aggregate principal amount of
12% Sinking Fund Debentures of the Company due 2010 (i) before
July 1, 1996, at a price no higher than 102% of the principal
amount thereof and (ii) on or after July 1, 1996, at a price no
higher than the principal amount thereof, plus accrued and
unpaid interest thereon pursuant to the sinking fund redemption
provisions of the indenture pursuant to which such Debentures
were issued and are outstanding and (B) the redemption,
purchase or other retirement concurrently with or after such
redemption of the remaining outstanding principal amount of
such Debentures."
(d) Section 6.13 shall be amended by adding at
the end thereof the following further proviso: "; provided,
further, that the Company and its Subsidiaries may make
Authorized Acquisitions for an aggregate consideration for all
such acquisitions not to exceed $40,000,000."
1.5. Amendment to Section 11 (Miscellaneous) of the
Credit Agreement
Section 11.4(c) shall be amended to change the
reference therein from "2,500" to "3,500".
1.6. Amendments to the Schedules of the Credit
Agreement
Schedule 2.1 shall be amended by deleting it in
its entirety and replacing it with the new schedule attached
hereto.
SECTION TWO - REPRESENTATIONS AND WARRANTIES.
The Company 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
representations and warranties are true and correct in all
material respects as of the date hereof. The Company further
represents and warrants (which representations and warranties
shall survive the execution and delivery hereof) to the Agent
and each Lender that:
(a) The Company and the German Borrower each 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 all of the 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 delivered on
behalf of each of the Company and the German Borrower by a duly
authorized officer or attorney-in-fact of the Company and the
German Borrower, as the case may be, and constitutes a legal,
valid and binding obligation of the Company and the German
Borrower, as the case may be, enforceable in accordance with its
terms, except as the enforceability thereof may be limited by
applicable 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
contractual obligation of either the Company or the German
Borrower.
SECTION THREE - MISCELLANEOUS.
(a) The Company will pay to each Lender in cash in
Dollars a fee equal to 1/8% of such Lender's Commitment. Such
payment will be made on the Amendment Effective Date.
(b) Except as herein expressly amended, the Credit
Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith, except as
otherwise provided herein, are ratified and confirmed in all
respects and shall remain in full force and effect in
accordance with their respective terms.
(c) All references to the Credit Agreement shall
mean the Credit Agreement as amended as of the Amendment
Effective 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.
(d) 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.
(e) 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.
(f) This Amendment shall not constitute a consent or
waiver to or modification of any other provision, term or
condition of the Credit Agreement. All terms, provisions,
covenants, representations, warranties, agreements and
conditions contained in the Credit Agreement, as amended
hereby, shall remain in full force and effect.
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: /s/ Kenneth W. Mueller
Name: Kenneth W. Mueller
Title: Treasurer
CINCINNATI MILACRON
KUNSTSTOFFMASCHINEN EUROPA GmbH
By: /s/ Kenneth W. Mueller
Name: Kenneth W. Mueller
On the basis of power of
attorney dated as of
December 22, 1994
BANKERS TRUST COMPANY, as a
Lender and as Agent
By: /s/ Edward G. Benedict
Name: Edward G. Benedict
Title: Vice President
CREDIT LYONNAIS CHICAGO
BRANCH, as a Lender
By: /s/ Mary Ann Clemm
Name: Mary Ann Clemm
Title: Vice President
MIDLAND BANK PLC, NEW YORK BRANCH,
as a Lender
By: /s/ Stephen G. McCardell
Name: Stephen G. McCardell
Title: Authorized Signatory
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender
By: /s/ Timothy S. Broadbent
Name: Timothy S. Broadbent
Title: Vice President
NATIONSBANK N.A. (Carolinas), as a
Lender
By: /s/ Jay Johnston
Name: Jay Johnston
Title: Senior Vice President
NBD BANK, N.A., as a Lender
By: /s/ Gary C. Wilson
Name: Gary C. Wilson
Title: Vice President
PNC BANK, OHIO, N.A., as a Lender
By: /s/ David F. Knuth
Name: David F. Knuth
Title: Vice President
SOCIETY NATIONAL BANK, as a
Lender
By: /s/ Wayne K. Guessford
Name: Wayne K. Guessford
Title: Vice President
STAR BANK, N.A., as a Lender
By: /s/ Thomas D. Gibbons
Name: Thomas D. Gibbons
Title: Vice President
Schedule 2.1
to Amend. No. 1
Lenders' Revolving Loan Commitment and Pro Rata Share
Revolving
Loan
Lender Commitment Pro Rata Share
Bankers Trust Company $ 17,307,693 11.5384620%
Credit Lyonnais 17,307,693 11.5384620
Chicago Branch
Midland Bank plc, 17,307,693 11.5384620
New York Branch
Morgan Guaranty Trust 17,307,693 11.5384620
Company of New York
NationsBank, N.A. 17,307,693 11.5384620
(Carolinas)
NBD Bank, N.A. 17,307,693 11.5384620
PNC Bank, Ohio, N.A. 17,307,693 11.5384620
Society National Bank 17,307,693 11.5384620
Star Bank, N.A. 11,538,456 7.692304
$150,000,000 100%