EXHIBIT 10.2(AA)
THIRD AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of March 31, 1999 (this "Amendment"), is by and among CITATION CORPORATION, a
Delaware corporation ("Citation" or the "Company"), CITATION AUTOMOTIVE SALES
CORP., a Michigan corporation, MANSFIELD FOUNDRY CORPORATION, an Ohio
corporation formerly known as MFC Acquisition Corporation, IROQUOIS FOUNDRY
CORPORATION, a Wisconsin corporation formerly known as Iroquois Acquisition
Corporation, OBERDORFER INDUSTRIES CORP., a New York corporation formerly known
as OBI Acquisition Corp., BERLIN FOUNDRY CORPORATION, a Wisconsin corporation,
CASTWELL PRODUCTS, INC., an Illinois corporation, TEXAS STEEL CORPORATION, a
Texas corporation formerly known as TSC Acquisition Corporation, HI-TECH, INC.,
an Indiana corporation formerly known as HTC Acquisition Corporation, SOUTHERN
ALUMINUM CASTINGS COMPANY, an Alabama corporation, BOHN ALUMINUM, INC., an
Indiana corporation formerly known as BAC Acquisition Corporation, TSC TEXAS
CORPORATION, a Delaware corporation, TEXAS FOUNDRIES, LTD., a Texas limited
partnership, MABRY FOUNDRY COMPANY, LTD., a Texas limited partnership, CITATION
CASTINGS, INC., an Alabama corporation, INTERSTATE FORGING INDUSTRIES, INC., a
Wisconsin corporation, INTERSTATE SOUTHWEST, LTD., a Texas limited partnership,
ISW TEXAS CORPORATION, a Delaware corporation, CAMDEN CASTING CENTER, INC., a
Tennessee corporation, DYCAST, INC., a Delaware corporation, CITATION PRECISION,
INC., a California corporation, CUSTOM PRODUCTS CORPORATION, a Wisconsin
corporation, and CITATION MARION, INC., an Alabama corporation (together with
Citation, collectively, the "Borrowers" and, individually, a "Borrower"), the
banks and other lenders identified on the signature pages hereof (collectively,
the "Banks" and, individually, a "Bank") that execute this Agreement, THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, successor to NBD Bank,
a Michigan banking corporation, as administrative and syndication agent (in such
capacity, the "Administrative Agent") for the Banks, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION, a national banking association formerly known as
SouthTrust Bank of Alabama, National Association, as collateral agent (in such
capacity, the "Collateral Agent", and together with the Administrative Agent,
collectively, the "Agents" and, individually, an "Agent") for the Banks.
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INTRODUCTION
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The Borrowers, the Banks and the Agents have entered into the Second
Amended and Restated Credit Agreement, dated as of August 3, 1998, as amended by
the First Amendment to Second Amended and Restated Credit Agreement, dated as of
November 3, 1998, and the Second Amendment to Second Amended and Restated Credit
Agreement, dated as of November 25, 1998 (as further amended or modified from
time to time, the "Credit Agreement"), pursuant to which the Banks provide to
the Borrowers a revolving credit facility in the aggregate principal amount of
$400,000,000. The Borrowers now desire to amend the Credit Agreement in certain
respects, and the undersigned Banks and the Agents are willing to provide for
such amendments on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein and in the Credit Agreement contained, the Borrowers, and the
undersigned Banks and the Agents hereby agree as follows:
ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT
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Effective as of the date (the "Amendment Date") all conditions precedent
set forth in Article 2 of this Amendment are satisfied, the Credit Agreement
hereby is amended as follows:
1.1 The definition of the term "Adjusted EBITDA" in Section 1.1 is
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amended and restated in full as follows:
"Adjusted EBITDA" for any period means EBITDA for such period
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calculated on a pro forma basis assuming (a) that each Consolidated Entity
that was acquired by Citation after the first day of such period (and that
exists as a Consolidated Entity at the end of such period) was acquired on
and as of the first day of such period, and (b) that each Person that was a
Consolidated Entity at some time during such period, but is no longer a
Consolidated Entity as of the last day of such period, was not a
Consolidated Entity at any time during such period.
1.2 The following sentence is added to the end of the definition of
the term "Commitment Fee Rate" in Section 1.1:
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Notwithstanding anything herein to the contrary, if at any time such ratio
of Total Debt to Adjusted EBITDA is determined Citation shall not have
Indebtedness of at least $100,000,000 in aggregate outstanding principal
amount under the Subordinated Notes and such ratio is greater than 3.75 to
1.00, the applicable Commitment Fee Rate shall be 0.50%.
1.3 The following sentence is added to the end of the definition of the
term "Letter of Credit Fee Rate" in Section 1.1:
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Notwithstanding anything herein to the contrary, if at any time such ratio
of Total Debt to Adjusted EBITDA is determined Citation shall not have
Indebtedness of at least $100,000,000 in aggregate outstanding principal
amount under the Subordinated Notes and such ratio is (a) greater than 3.50
to 1.00 but not greater than 3.75 to 1.00, the applicable Letter of Credit
Fee Rate shall be 1.75%, or (b) greater than 3.75 to 1.00, the applicable
Letter of Credit Fee Rate shall be 2.00%.
1.4 The following sentence is added to the end of the definition of the
term "Margin" in Section 1.1:
Notwithstanding anything herein to the contrary, if at any time such ratio
of Total Debt to Adjusted EBITDA is determined Citation shall not have
Indebtedness of at least $100,000,000 in aggregate outstanding principal
amount under the Subordinated Notes and such ratio is (a) greater than 3.50
to 1.00 but not greater than 3.75 to 1.00, the applicable Margin used to
determine the Floating Rate shall be 0.75% and the applicable Margin used
to determine the Eurodollar Rate shall be 1.75%, or (b) greater than 3.75
to 1.00, the applicable Margin used to determine the Floating Rate shall be
1.00% and the applicable Margin used to determine the Eurodollar Rate shall
be 2.00%.
1.5 Section 5.3(a) is amended and restated in full as follows:
(a) A ratio of Total Debt as of the end of any fiscal quarter to
Adjusted EBITDA for the period of four consecutive fiscal quarters ending
with such quarter end of not more than (i) 3.75 to 1.00 from and including
the end of Citation's fiscal quarter ending on or about March 31, 1999 to
and including the day before the end of Citation's fiscal quarter ending on
or about June 30, 1999; (ii) 4.00 to 1.00 from and including the end of
Citation's fiscal quarter ending on or about June 30, 1999 to and including
the day before the end of Citation's fiscal quarter ending on or about
September 30, 1999; (iii) 3.75 to 1.00 from and including the end of
Citation's fiscal quarter ending on or about September 30, 1999 to and
including the day before the end of Citation's fiscal quarter ending on or
about December 31, 1999; and (iv) 3.50 to 1.00 as of the end of Citation's
fiscal quarter ending on or about December 31, 1999 and at any time
thereafter; provided that as of any fiscal quarter end as of which Citation
shall have Indebtedness of at least $100,000,000 in aggregate outstanding
principal amount under the Subordinated Notes, such ratio may be maintained
at not more than 4.00 to 1.00.
1.6 Sections 5.2(d) and (e) are amended and restated in full,
respectively, as follows:
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(d) Except as permitted under Section 5.2(b), neither
Citation nor any Consolidated Entity will sell, lease, transfer,
assign, or otherwise dispose of any of the Collateral.
(e) Except as permitted under Section 5.2(b), neither
Citation nor any Consolidated Entity will sell, or otherwise dispose
of, or for any reason cease operating, any of its divisions,
franchises, or lines of business.
ARTICLE 2. CONDITIONS PRECEDENT
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As conditions precedent to the effectiveness of the amendments set forth in
Article 1 of this Amendment, the Administrative Agent shall receive the
following documents, and the following matters shall be completed, all in
form and substance satisfactory to the Administrative Agent:
2.1 This Amendment duly executed on behalf of the Borrowers, the Required Banks
and the Administrative Agent.
2.2 The Borrowers shall have paid to the Administrative Agent a fee for this
Amendment, for the pro rata account of the Banks that execute this
Amendment, in the amount equal to 0.05% of the aggregate amount of the
Commitments of such executing Banks.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
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In order to induce the Banks and the Agents to enter into this Amendment, each
of the Borrowers hereby, jointly and severally, represents and warrants to
the Banks and the Agents that:
3.1 The execution, delivery and performance by such Borrower of this Amendment
are within its corporate powers, have been duly authorized by all necessary
corporate action and are not in contravention of any law, rule or
regulation, or any judgment, decree, writ, injunction, order or award of
any arbitrator, court or governmental authority, or of the terms of such
Borrower's charter or by-laws or partnership agreement, or of any contract
or undertaking to which such Borrower is a party or by which such Borrower
or its property is or may be bound or affected.
3.2 This Amendment is a legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms.
3.3 No consent, approval or authorization of or declaration, registration or
filing with any governmental authority or any nongovernmental person or
entity, including without limitation any creditor, stockholder or member of
such Borrower, is required on the part of such Borrower in connection with
the execution, delivery and performance of this Amendment or the
transactions contemplated hereby or as a condition to the legality,
validity or enforceability of this Amendment.
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3.4 After giving effect to the amendments set forth in Article 1 of this
Amendment, all representations and warranties contained in Article IV of
the Credit Agreement and in the Security Documents are true and correct on
and as of the date of execution hereof as if such representations and
warranties were made on and as of such date. No Default or Event of Default
exists or has occurred and is continuing on the date of execution hereof
(whether before or after the effectiveness of this Amendment).
ARTICLE 4. MISCELLANEOUS
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4.1 All references to the Credit Agreement in any of the other Loan Documents
or any other document, instrument or certificate referred to in the Credit
Agreement or delivered in connection therewith or pursuant thereto,
hereafter shall be deemed references to the Credit Agreement, as amended
hereby.
4.2 The other Loan Documents, any and all certificates or financing statements
executed pursuant to the Credit Agreement or in connection therewith and,
subject to the amendments herein provided, the Credit Agreement shall in
all respects continue in full force and effect.
4.3 Capitalized terms used but not defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement. The headings of the
various subdivisions hereof are for the convenience of reference only and
shall in no way modify any of the terms or provisions hereof.
4.4 This Amendment shall be governed by and construed in accordance with the
laws of the State of Illinois.
4.5 The Borrowers, jointly and severally, agree to pay the reasonable fees and
expenses of Dickinson Wright PLLC, counsel for the Administrative Agent, in
connection with the negotiation and preparation of this Amendment and in
connection with advising the Administrative Agent as to its rights and
responsibilities with respect thereto.
4.6 This Amendment may be executed upon any number of counterparts with the
same effect as if the signatures thereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
and delivered as of the day and year first-above written.
CITATION CORPORATION, CITATION AUTOMOTIVE SALES
CORP., MANSFIELD FOUNDRY CORPORATION, IROQUOIS
FOUNDRY CORPORATION, OBERDORFER INDUSTRIES CORP.,
BERLIN FOUNDRY CORPORATION, CASTWELL PRODUCTS,
INC., TEXAS STEEL CORPORATION, HI-TECH, INC.,
SOUTHERN ALUMINUM CASTINGS COMPANY, BOHN ALUMINUM,
INC., TSC TEXAS CORPORATION, TEXAS FOUNDRIES,
LTD., by Texas Steel Corporation, its General
Partner, MABRY FOUNDRY COMPANY, LTD., by Texas
Steel Corporation, its General Partner, CITATION
CASTINGS, INC., INTERSTATE FORGING INDUSTRIES,
INC., INTERSTATE SOUTHWEST, LTD., by Texas Steel
Corporation, its General Partner, ISW TEXAS
CORPORATION, CAMDEN CASTING CENTER, INC., DYCAST,
INC., CITATION PRECISION, INC., CUSTOM PRODUCTS
CORPORATION and CITATION MARION, INC.
By /s/ THOMAS W. BURLESON
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Thomas W. Burleson, signing on behalf of each of
them as Vice President of each of them
THE FIRST NATIONAL BANK OF CHICAGO, as a Bank and
as the Administrative Agent
By /s/ DAVID T. McNEELA
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Its Vice President
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SOUTHTRUST BANK, NATIONAL
ASSOCIATION, as a Bank and as the
Collateral Agent
By /s/ ANTHONY RITCHIO
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Its Assistant Vice President
AMSOUTH BANK
By /s/ HARRY M. WAUGH, III
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Its Vice President
FIRST UNION NATIONAL BANK
By /s/ MARK B. FELKER
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Its Senior Vice President
CREDIT LYONNAIS ATLANTA AGENCY
By /s/ DAVID M. CAWRSE
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Its First Vice President & Manager
BRANCH BANKING & TRUST COMPANY
By /s/ THATCHER L. TOWNSEND, III
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Its Senior Vice President
SUNTRUST BANK, ATLANTA
By /s/ JOHN FRAZER
_______________________________________
Its Vice President
and
By /s/ BRIAN K. PETERS
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Its First Vice President
CIBC INC.
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By /s/ CYD PETRE
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Its Executive Director
SCOTIABANC INC.
By /s/ W.J. BROWN
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Its Managing Director
NATIONAL CITY BANK OF KENTUCKY
By_________________________________________
Its________________________________________
MELLON BANK, N.A.
By /s/ ROBERT J. REICHENBACH
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Its Assistant Vice President
MICHIGAN NATIONAL BANK
By /s/ ERIC HAEGE
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Its Commercial Relationship Manager
COMERICA BANK
By /s/ KRISTINE L. ANDERSEN
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Its Assistant Vice President
NATIONSBANK, N.A.
By /s/ David B. Jackson
----------------------------------------
Its Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By_________________________________________
Its________________________________________
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BANK OF TOKYO-MITSUBISHI, LTD.
By_________________________________________
Its________________________________________
DEPOSIT GUARANTY NATIONAL BANK
By_________________________________________
Its________________________________________
THE SUMITOMO BANK, LIMITED
By_________________________________________
Its________________________________________
COMPASS BANK
By /s/ BENTLEY UTT
---------------------------------------
Its Vice President
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