1
EXHIBIT (4)(d)
First Amendment to Loan and
Security Agreement
LOGO
BankAmerica
Business Credit, Inc.
August 20, 1993
Mr. Mark Brody
Sudbury, Inc.
25800 Science Park Drive
Suite 250
Cleveland, Ohio 44122
RE: AMENDMENT NO. 1 AND WAIVER NO. 1 TO LOAN AND SECURITY AGREEMENT
Dear Mr. Brody:
Reference is hereby made to that certain Loan and Security Agreement (the
"Agreement") dated as of May 28, 1993 and executed by and among Sudbury, Inc.
(the "Parent"), Cast-Matic Corporation, Frisby Mfg. Co., Industrial Powder
Coatings, Inc., Iowa Mold Tooling Co., Inc., South Coast Terminals, Inc., and
Wagner Castings Company (collectively, the "Borrowers") and BA Business Credit,
Inc. (the "Agent" and a "Lender"), National City Bank, and Star Bank, National
Association (collectively, the "Lenders"). Certain capitalized terms used herein
shall have the same meanings as attributed to them in the Agreement.
The Borrowers and the Parent have requested adjustments to two financial
covenants contained in the Agreement. The Agent, the Lenders, the Borrowers, and
the Parent have agreed to certain waivers and modifications to the Agreement as
hereinafter set forth below:
1. In Section 9.24 ("OPERATING LEASE OBLIGATIONS") of the Agreement, the Agent
and the Lenders hereby waive any violation existing with respect thereto
for the Fiscal Year ended May 31, 1993. Section 9.24 is hereby amended by
deleting the amounts set forth opposite their corresponding Fiscal Year
and replaced to read as follows:
"Fiscal Year Amount
------------ -------------
1994 $2,915,000.00
1995 $3,196,000.00
1996 $3,505,000.00"
2. In Section 9.27 ("DEBT RATIO") of the Agreement, with respect to Sections
9.27(b), 9.27(c), and 9.27(d) relating respectively
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Amendment No. 1 and Waiver No. 1
August 20, 1993
Page 2
to Cast-Matic, Frisby, and Wagner, the Agent and the Lenders hereby waive any
violation existing with respect thereto for the period ending May 31, 1993.
3. Sections 9.27(b), 9.27(d), and 9.27(g) of the Agreement relating
respectively to Cast-Matic, Wagner, and South Coast are hereby deleted in
their entirety and replaced to read as follows:
"(b) CAST-MATIC LIMITATIONS. The Borrowers will not permit the ratio of
(i) the total Debt of Cast-Matic and its Subsidiaries to (ii) the
Adjusted Tangible Net Worth of Cast-Matic and its Subsidiaries to exceed
the following amounts during the following respective periods:
Maximum
Period Debt Ratio
-------- ----------
08/31/93 4.23 to 1
11/30/93 4.05 to 1
02/28/94 3.48 to 1
05/31/94 2.70 to 1
08/31/94 2.51 to 1
11/30/94 2.23 to 1
02/28/95 1.99 to 1
05/31/95 1.59 to 1
08/31/95 1.47 to 1
11/30/95 1.33 to 1
02/28/96 1.21 to 1
05/31/96 1.06 to 1"
"(d) WAGNER LIMITATIONS. The Borrowers will not permit the ratio of (i)
the total Debt of Wagner and its Subsidiaries to (ii) the Adjusted
Tangible Net Worth of Wagner and its Subsidiaries to exceed the
following amounts during the following respective periods:
Maximum
Period Debt Ratio
-------- ----------
08/31/93 29.95 to 1
11/30/93 20.60 to 1
02/28/94 22.79 to 1
05/31/94 17.94 to 1
08/31/94 17.23 to 1
11/30/94 14.99 to 1
02/28/95 14.88 to 1
05/31/95 12.80 to 1
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Amendment No. 1 and Waiver No. 1
August 20, 1993
Page 3
08/31/95 12.96 to 1
11/30/95 12.18 to 1
02/28/96 12.36 to 1
05/31/96 11.70 to 1"
"(g) SOUTH COAST LIMITATIONS. The Borrowers will not permit the ratio
of (i) the total Debt of South Coast to (ii) the Adjusted Tangible Net
Worth of South Coast to exceed the following amount during the
following respective periods:
Maximum
Period Debt Ratio
-------- ----------
08/31/93 0.91 to 1
11/30/93 0.88 to 1
02/28/94 0.83 to 1
05/31/94 0.76 to 1
08/31/94 0.73 to 1
11/30/94 0.70 to 1
02/28/95 0.66 to 1
05/31/95 0.60 to 1
08/31/95 0.57 to 1
11/30/95 0.54 to 1
02/28/96 0.51 to 1
05/31/96 0.47 to 1"
Except as modified herein, the Agreement remains in full force and effect and
is hereby ratified and affirmed. Please indicate your acceptance of this
Amendment No. 1 and Waiver No. 1 to the Agreement, by executing in the places
provided below and this Amendment No. 1 and Waiver No. 1 shall be deemed
effective as of the date first written above.
Respectfully yours,
BA BUSINESS CREDIT, INC., as Agent NATIONAL CITY BANK, as Lender
and Lender
By: /s/ Gregory R. Eck By: /s/ James R Myers
---------------------------- ------------------------
Its: Vice President Its: Account Officer
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Amendment No. 1 and Waiver No. 1
August 20, 1993
Page 4
STAR BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Suzanne E. Geiger
----------------------------
Its: Vice President
ACCEPTED AND AGREED:
SUDBURY, INC.
By: /s/ Mark E. Brody
----------------------------
Its: Vice President
CAST-MATIC CORPORATION
By: /s/ Mark E. Brody
----------------------------
Its: Vice President
FRISBY MFG. CO.
By: /s/ Mark E. Brody
----------------------------
Its: Vice President
INDUSTRIAL POWDER COATINGS, INC.
By: /s/ Mark E. Brody
----------------------------
Its: Vice President
IOWA MOLD TOOLING CO., INC.
By: /s/ Mark E. Brody
----------------------------
Its: Vice President
SOUTH COAST TERMINALS, INC.
By: /s/ Mark E. Brody
----------------------------
Its: Vice President
WAGNER CASTINGS COMPANY
By: /s/ Mark E. Brody
----------------------------
Its: Vice President