Exhibit 10.2
AMENDMENT NUMBER FOUR, dated as of March 14, 1997 ("Amendment") to the
Amended and Restated Revolving Credit Agreement dated as of December 31,
1994, as amended by Amendment Number One, dated as of May 31, 1995,
Amendment Number Two, dated as of January 23, 1996, Amendment Number Three,
dated as of April 26, 1996 and as amended hereby (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 March 14, 1997 (the "Amendment Effective Date").
1.1. Amendments 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. 4' shall mean Amendment Number Four dated as of
March 14, 1997 to this Agreement."
(b) Section 1.1 shall be further amended as follows:
"Applicable Borrowing Margin" shall be amended by deleting the
definition thereof and replacing it with the following:
"'Applicable Borrowing Margin' shall mean:
(a) with respect to Eurodollar Loans and Alternate Currency Loans,
if the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, as
evidenced by the Compliance Certificate of the Company from the preceding
quarter and upon receipt of such Compliance Certificate the relevant
applicable Borrowing Margin will be given effect, is (x) equal to or less
than 3.75 to 1.0 but greater than 3.25 to 1.0, .8250% per annum, (y) equal to
or less than 3.25 to 1.OO but greater than 2.50 to 1.O, .6250% per annum, (z)
equal to or less than 2.50 to 1.0 but greater than 2.25 to 1.0, .4250% per
annum, (xx) equal to or less than 2.25 to 1.0 but greater than 2.00 to 1.0,
.3200% per annum, (yy) equal to or less than 2.00 to 1.0 but greater than
1.50 to 1.O, .2250% per annum and (zz) equal to or less than 1.50 to 1.0,
.1500% per annum; and
(b) with respect to Fixed CD Rate Loans, if the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA, as evidenced by the
Compliance Certificate of the Company from the preceding quarter and upon
receipt of such Compliance Certificate the relevant applicable Borrowing
Margin will be given effect, is (x) equal to or less than 3.75 to 1.0 but
greater than 3.25 to 1.0, .95% per annum, (y) equal to or less than 3.25 to
1.00 but greater than 2.50 to 1.O, .75% per annum, (z) equal to or less than
2.50 to 1.0 but greater than 2.25 to 1.0, .55% per annum, (xx) equal to or
less than 2.25 to 1.0 but greater than 2.00 to 1.0, .445% per annum, (yy)
equal to or less than 2.00 to 1.0 but greater than 1.50 to 1.0, .35% per
annum and (yy) equal to or less than 1.50 to 1.0, .275% per annum."
"Applicable Fee Percentage" shall be amended by deleting the
definition thereof and replacing it with the following:
"'Applicable Fee Percentage' shall mean, with respect to the
Facility Fee as defined in Section 2.13, if the ratio of Consolidated Total
Indebtedness to Consolidated EBITDA, as evidenced by the Compliance
Certificate of the Company from the preceding quarter and upon receipt of
such Compliance Certificate the relevant Applicable Fee Percentage will be
given effect, is (x) greater than 2.50 to 1.0, .2500% per annum, (y) equal to
or less than 2.50 to 1.0 but greater than 2.25 to 1.O, .2000% per annum, (z)
equal to or less than 2.25 to 1.0 but greater than 2.00 to 1.0, .1800% per
annum, (xx) equal to or less than 2.00 to 1.0 but greater than 1.50 to 1.0,
.1500% per annum and (yy) equal to or less than 1.50 to 1.0, .1250% per
annum; and
"Final Maturity Date" shall be amended by deleting the definition
thereof and replacing it with the following:
"'Final Maturity Date' means January 31, 2002; provided, however,
that the Company may extend the Final Maturity Date for an additional year by
giving the Agent written notice no later than January 15, 2001 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. Amendments to Section 2 (Amount and Terms of Loans)
(a) Section 2.1(a) shall be amended by deleting "$300,000,000"
immediately following the words "the Total Revolving Loan Commitment is" and
substituting "$200,000,000" therefor.
(b) Section 2.14(a) shall be amended by deleting "$200,000,000, of
which $180,000,000 may be used solely in connection with Authorized
Acquisition No. 2" in clause (iii) and substituting "$20,000,000" therefor.
(c) Section 2.14(f)(1)(i) shall be amended by deleting it in its
entirety and replacing it with the following:
"(i) with respect to drawings made under any Letter of
Credit, interest, payable on demand, on the amount paid by such Issuing
Lender in respect of each such drawing from and including the drawing
payment date through the date such amount is reimbursed by the Company
(including any such reimbursement out of the proceeds of Revolving Loans
pursuant to Section 2.14(d)) at the relevant Eurodollar Rate plus if the
ratio of Consolidated Total Indebtedness to Consolidated EBITDA is (x)
equal to or less than 3.75 to 1.0 but greater than 3.25 to 1.0, .8250% per
annum, (y) equal to or less than 3.25 to 1.00 but greater than 2.50 to 1.0,
.6250% per annum, (z) equal to or less than 2.50 to 1.0 but greater than
2.25 to 1.0, .4250% per annum, (xx) equal to or less than 2.25 to 1.0 but
greater than 2.00 to 1.0, .3200% per annum, (yy) equal to or less than 2.00
to 1.0 but greater than 1.50 to 1.0, .2250% per annum and (zz) equal to or
less than 1.50 to 1.O, .1500% per annum; provided that amounts reimbursed
after 1:00 p.m. (New York time) on any date shall be deemed to be
reimbursed on the next succeeding Business Day).
(d) Section 2.16 shall be amended by deleting the text thereof in
its entirety and replacing it with the following:
"All interest, fees and other amounts accruing under this
Agreement on or prior to, or determined in respect of any day accruing on
or prior to, the Amendment Effective Date shall be computed and determined
as provided in this Agreement before giving effect to Amendment No. 5."
1.3. Amendment to Section 5 (Affirmative Covenants) to the Credit
Agreement
(a) Section 5.11 shall be amended by deleting the text thereof in
its entirety and replacing it with the following:
"5.11 Consolidated Total Indebtedness to Consolidated EBITDA. The
Company shall maintain, at all times during the respective periods
indicated below, a ratio of Consolidated Total Indebtedness to Consolidated
EBITDA not to exceed the respective ratio indicated during such period:
Period Ratio
12/29/96 - 12/27/97 3.75 to 1.00
12/28/97 - 12/31/98 3.25 to 1.00
1/1/99 - 12/31/99 2.50 to 1.00
1/1/2000 to 12/31/2000 2.25 to 1.00
1/1/2001 and thereafter 2.00 to 1.00
1.4. Amendments to Section 6 (Negative Covenants) of the Credit
Agreement
Section 6.2 shall be amended by deleting the parenthetical "(or agree to
do any of the foregoing at any future time)."
Section 6.3 shall be amended by deleting the text thereof in its
entirety.
1.5. Amendments to the Schedules of the Credit Agreement
The Lenders' Revolving Loan Commitments shall be amended to be those set
forth on Schedule 2.1 attached hereto and, in this regard, 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 except such representations and
warranties need not be true and correct to the extent that changes in the
facts and conditions on which such representations and warranties are based
are required or permitted under the Credit Agreement or such changes arise
out of events not prohibited by the covenants set forth in Sections 5 and 6
of the Credit Agreement. 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 corporate 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 similar laws affecting
creditor's rights generally or by equitable principles relating to
enforceability; and
(d) The execution, delivery and performance of this Amendment will not
violate (i) any provision of law applicable to the Company or the German
Borrower or (ii) contractual obligation of either the Company or the German
Borrower, except in the case of clause (i) or (ii), such violations that
would not have, singly or in the aggregate, a Material Adverse Effect.
SECTION THREE - MISCELLANEOUS.
(a) The Applicable Borrowing Margin, as of the Amendment Effective Date
until receipt of the Compliance Certificate required by Section 5.01 shall be
as follows:
(i) with respect to Eurodollar Loans and Alternate Currency Loans,
.4250% per annum;
(ii) with respect to Fixed CD Rate Loans, .55% per annum; and
(iii) with respect to Base Rate Loans, 0% per annum.
(b) The Applicable Fee Percentage, as of the Amendment Effective Date
until receipt of the Compliance Certificate required by Section 5.01 shall be
.20% per annum.
(c) The Company agrees to pay pursuant to Section 2.14(f)(1)(i) as of
the Amendment Effective Date until receipt of the Compliance Certificate
required by Section 5.01 with respect to drawings made under any Letter of
Credit, an amount in addition to the relevant Eurodollar Rate equal to .425%
per annum.
(d) 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 accor
dance with their respective terms.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
Schedule 2.1 to
Amend. No. 5
Lenders' Revolving Loan Commitment and Pro Rata Share
Revolving
Lender Loan Commitment Pro Rata Share
Bankers Trust Company $23,076,924 11.5384620%
Credit Lyonnais 23,076,924 11.5384620
Chicago Branch
Midland Bank plc, 23,076,924 11.5384620
New York Branch
Morgan Guaranty Trust 23,076,924 11.5384620
Company of New York
NationsBank, N.A. 23,076,924 11.5384620
NBD Bank 23,076,924 11.5384620
PNC Bank, Ohio, N.A. 23,076,924 11.5384620
Society National Bank 23,076,924 11.5384620
Star Bank, N.A. 15,384,608 7.692304
$200,000,000 100%
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: Kenneth W. Mueller
Name: Kenneth W. Mueller
Title: Treasurer
CINCINNATI MILACRON
KUNSTSTOFFMASCHINEN EUROPA GmbH
By: 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: Dana Klein
Name: Dana Klein
Title: Vice President
CREDIT LYONNAIS CHICAGO
BRANCH, as a Lender
By: Mary Ann Klemm
Name: Mary Ann Klemm
Title: Vice President
and Group Head
MIDLAND BANK PLC, NEW YORK BRANCH,
as a Lender
By: Jonathan Morris
Name: Jonathan Morris
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender
By: Pat Lunka
Name: Pat Lunka
Title: Vice President
NATIONSBANK N.A., as a Lender
By: Philip S. Durand
Name: Philip S. Durand
Title: Vice President
NBD BANK, as a Lender
By: Edward Hathaway
Name: Edward Hathaway
Title: Vice President
PNC BANK, OHIO, N.A., as a Lender
By: David F. Knuth
Name: David F. Knuth
Title: Vice President
SOCIETY NATIONAL BANK, as a
Lender
By: Wayne K. Guessford
Name: Wayne K. Guessford
Title: Vice President
STAR BANK, N.A., as a Lender
By: Thomas D. Gibbons
Name: Thomas D. Gibbons
Title: Vice President