EXHIBIT 4.2
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Fifth Amendment to Amended and Restated Credit Agreement (the
"AMENDMENT") dated as of December 21, 1999 among Atchison Casting Corporation
(the "BORROWER"), the Banks, and Harris Trust and Savings Bank, as Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, Guarantors, Banks and Harris Trust and Savings
Bank, as Agent, have heretofore executed and delivered an Amended and Restated
Credit Agreement dated as of April 3, 1998 (as amended through the Fourth
Amendment thereto dated November 5, 1999, the "CREDIT AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be and hereby is amended as follows:
1. The definition of "FIXED CHARGES" appearing in Section 4.1 of the
Credit Agreement is hereby amended in its entirety and as so amended shall read
as follows:
"FIXED CHARGES" means, as applied to any Person for
any period, the sum of (a) Interest Expense of such Person for
such period, PLUS (b) the aggregate amount of Current
Maturities required to be made by the Borrower and its
Subsidiaries PLUS (c) 15% of the aggregate principal amount of
Revolving Loans outstanding on the last day of such period;
provided that if the Borrower obtains a commitment from
General Electric Capital Corporation in form and substance
acceptable to the Required Banks by no later than December 22,
1999 to extend to the Borrower the GE Financing (as
hereinafter defined) on or prior to January 31, 2000, clause
(c) shall only be effective from and after July 1, 2000;
PROVIDED FURTHER that if GE Capital Corporation does not
advance the GE Financing on or prior to January 31, 2000,
clause (c) above shall be effective for all calculations at
all times after October 1, 1999.
2. Section 1.14 to the Credit Agreement is hereby amended in its
entirety to read as follows:
SECTION 1.14. INCREASE IN COMMITMENTS. On or prior to
January 31, 2000, the Borrower shall have the right to
increase the Commitments up to an additional $10,000,000 (in a
minimum amount of $5,000,000 and integral multiples of
$1,000,000 in excess thereof) on a percentage basis for each
of the Banks in
accordance with the amount of their Temporary Commitment
Percentage upon three Business Days' prior written notice to
the Agent PROVIDED THAT: (i) the Borrower may exercise its
rights to increase the Commitments pursuant to this Section
1.14 only one time, (ii) no Default or Event of Default shall
have occurred and be continuing on the date of such increase
or would result from such increase, (iii) on the date of such
increase the Borrower shall have repaid in full the
outstanding Term Loans from the proceeds of the GE Financing
and other funds available to the Borrower, and (iv) the
increase in Commitments to become effective on such date shall
be in an aggregate amount not to exceed $10,000,000. Upon the
satisfaction of the foregoing provisions, the Commitments
shall, without any further action on the part of the Borrower
or any Bank, be deemed amended to reflect the increase as
provided in this Section 1.14. Any increase in the Commitments
pursuant to this Section 1.14 shall, notwithstanding anything
in the Credit Agreement to the contrary, automatically
terminate on April 30, 2000. Notwithstanding the provisions of
Section 3.1 hereof or any other provision of the Credit
Agreement to the contrary, if and so long as no Event of
Default under Section 8.1(a) has occurred and is continuing
and the aggregate principal amount oustanding under the Credit
Agreement exceeds $70,000,000, each payment of the principal
amount of any Loan or unreimbursed drawing on a Letter of
Credit shall first be applied to repay the Banks that have
increased their Commitments pursuant to this Section 1.14
ratably that portion (if any) of the outstanding Loans and
unpaid reimbursement obligations on Letters of Credit that
exceeds $70,000,000. Otherwise, all payments shall be applied
PRO RATA in accordance with the provisions of Section 3.1. As
used in this Section 1.14 "TEMPORARY COMMITMENT PERCENTAGE"
for each Bank shall mean the percentage set forth opposite
such Bank's name below:
Harris Trust and Savings Bank 38.63636364%
Commerce Bank, N.A. 13. 63636364%
Mercantile Bank 13. 63636364%
KeyBank National Association 0.00%
Comerica Bank 9.09090909%
Hibernia National Bank 9.09090909%
National Westminster Bank Plc 9.09090909%
Norwest Bank Minnesota, N.A. 6.81818181%
3. Section 7.16 of the Credit Agreement is hereby amended by: (i)
re-lettering subclause (c) as new subclause "(d)" and (ii) adding new subclause
(c) as follows:
(c) indebtedness for borrowed money of the Borrower
in an aggregate principal amount anytime outstanding not
exceeding $35,000,000 advanced by General Electric Capital
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Corporation or its assignees pursuant to documentation
acceptable to the Required Banks (the "GE FINANCING").
4. Section 7.9 of the Credit Agreement is hereby amended by: (a)
re-lettering subclause (g) thereof as new subclause "(h)" and (ii) inserting new
subclause (g) as follows:
(g) Liens upon certain fixed assets, real estate,
equipment, furniture and fixtures of the Borrower as approved
by the Required Banks located in Atchison, Kansas and St.
Joseph, Missouri securing the GE Financing.
5. Schedule 5.6(a) to the Credit Agreement is hereby amended in its
entirety to read as Schedule 5.6(a) attached to this Amendment.
6. Notwithstanding paragraph 8 of the Fourth Amendment to the Credit
Agreement, the Banks agree that: (i) the Borrower need only deliver as
collateral non-real estate assets located in the United States or Canada, (ii)
the Banks will not take as collateral certain fixed assets, real estate,
equipment, furniture and fixtures (to be approved by the Required Banks) of the
Borrower located in Atchison, Kansas and St. Joseph, Missouri to the extent such
assets are pledged to secure the GE Financing and the Term Loans have been
repaid with the proceeds of the GE Financing and other funds available to the
Borrower, and (iii) the Borrower will deliver security interests in such real
estate of the Borrower and its Subsidiaries located in the United States or
Canada as the Required Banks may request from time to time other than the real
estate of the Borrower located in Atchison, Kansas and St. Joseph, Missouri
commonly known as the Atchison Foundry and St. Joseph Machine Shop. All other
assets of the Borrower and any Subsidiary of the Borrower would remain subject
to the negative pledge contained in Section 7.16 of the Credit Agreement.
7. The Borrower represents and warrants to each Bank and the Agent
that (a) each of the representations and warranties set forth in Section 5 of
the Credit Agreement (as updated pursuant to this Amendment) is true and correct
on and as of the date of this Amendment as if made on and as of the date hereof
and as if each reference therein to the Credit Agreement referred to the Credit
Agreement as amended hereby; (b) after giving effect to this Amendment, no
Default and no Event of Default has occurred and is continuing; and (c) without
limiting the effect of the foregoing, the Borrower's execution, delivery and
performance of this Amendment have been duly authorized, and this Amendment has
been executed and delivered by duly authorized officers of the Borrower.
8. This Amendment shall become effective when the Borrower, the
Required Banks, and the Agent shall have executed and delivered this Amendment
and the Guarantors shall have executed the consent attached hereto.
This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each of which
when so executed shall be an original but all of which shall constitute one and
the same instrument. Except as specifically amended and modified hereby, all of
the terms and conditions of the Credit Agreement and the
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other Credit Documents shall remain unchanged and in full force and effect. All
references to the Credit Agreement in any document shall be deemed to be
references to the Credit Agreement as amended hereby. All capitalized terms used
herein without definition shall have the same meaning herein as they have in the
Credit Agreement. This Amendment shall be construed and governed by and in
accordance with the internal laws of the State of Illinois.
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Dated as of the date first above written.
ATCHISON CASTING CORPORATION
By: /s/ Kevin T. McDeremd
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Title: V.P. & Treasurer
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HARRIS TRUST AND SAVINGS BANK, in its individual
capacity as a Bank and as Agent
By: /s/ Len E. Meyer
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Title: Vice President
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COMMERCE BANK, N.A.
By: /s/ Dennis R. Block
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Title: Senior Vice President
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MERCANTILE BANK
By: /s/ Barry P. Sullivan
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Title: Vice President
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KEY BANK NATIONAL ASSOCIATION
By: /s/ Lawrence A. Mack
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Title: Senior Vice President
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COMERICA BANK
By: /s/ Jeffrey E. Peck
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Title: Vice President
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HIBERNIA NATIONAL BANK
By: /s/ Troy J. Villafarro
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Title: Senior Vice President
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NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By: /s/ C. A. Parsons
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Title: Corporate Director
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New York Branch
By: /s/ C. A. Parsons
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Title: Corporate Director
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NORWEST BANK MINNESOTA, N.A.
By: /s/ R. Duncan Sinclair
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Title: Vice President
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