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Exhibit 4.6
AMENDMENT TO NOTE AGREEMENT
This Amendment to the Note Agreement (the "Amendment") is entered into as of
this 24th day of July, 1995, between AMCAST INDUSTRIAL CORPORATION, an Ohio
corporation (the "Company"), having an address at 3931 S. Dixie Avenue, P.O.
Box 98, Dayton, Ohio, 45401 and PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an
Iowa corporation ("Principal Mutual"), having its home office and principal
mailing address at 711 High Street, Des Moines, Iowa 50392-0800.
R E C I T A L S :
The Company and Principal Mutual entered into a Note Agreement dated September
1, 1989 (the "Note Agreement"). In accordance with the terms of the Note
Agreement, the Company issued its 9.0% Senior Notes due September 15, 1999 to
Principal Mutual in the original principal amount of $10,000,000 (the "Notes").
Principal Mutual is the owner and registered holder of the Notes.
The Company has requested, and Principal Mutual has agreed, that the Note
Agreement be amended in certain particulars as set forth in this Amendment.
Terms used herein but not defined herein shall have the meaning set forth in
the Note Agreement.
NOW THEREFORE, in consideration of the premises set forth above and in
consideration of the mutual covenants and conditions herein contained and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged.
1. RECITALS INCORPORATED. The Recitals set forth above are incorporated herein
by reference.
2. AMENDMENT TO THE NOTE AGREEMENT.
2.1 Section 5.1 of the Note Agreement is hereby amended by
inserting the following definitions in their respective alphabetical order:
"ACT" shall mean Amcast Casting Technologies, Inc., an
Indiana corporation.
"CTC" shall mean Casting Technologies Company, an
Indiana general partnership, the general partners of which are ACT and Izumi
Industries, Inc., a Delaware corporation.
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"CTC Indebtedness" shall mean the Revolving Credit Agreement dated July
1995, by and between CTC, as borrower, and NBD Bank and Asahi Bank, as lenders,
as the same may be amended, modified or supplemented from time to time and in
accordance with its terms, in an aggregate amount not to exceed $25,000,000.
2.2 Section 6.8(b) is hereby amended to read in its entirety as follows:
"(b) The Company (i) will not permit any Subsidiary to create, assume,
incur, guarantee, suffer to exist or otherwise become liable, directly or
indirectly, in respect of any Indebtedness described in clauses (i) through
(iv) of the definition of "Indebtedness" ("Specified Indebtedness") except (w)
Specified Indebtedness owed to the Company, (x) Specified Indebtedness secured
by mortgages, pledges, security interests, encumbrances, liens or charges of
any kind permitted in Section 6.9 hereof, (y) unsecured Specified Indebtedness
incurred in connection with the issuance of industrial revenue bonds and (z)
unsecured Specified Indebtedness of ACT incurred in connection with and limited
to the CTC Indebtedness, (ii) will not permit the aggregate Specified
Indebtedness of its Subsidiaries (excluding (x) Specified Indebtedness owed to
the Company and (y) Specified Indebtedness of ACT incurred in connection with
and limited to the CTC Indebtedness) to exceed 20% of Consolidated Adjusted Net
Worth and (iii) will not permit the aggregate Specified Indebtedness of its
Subsidiaries secured by mortgages, pledges, security interests, encumbrances,
liens or charges of any kind permitted in Section 6.9 hereof (excluding (x)
secured Specified Indebtedness incurred in connection with the issuance of
industrial revenue bonds and (y) only to the extent secured by mortgages, liens
or security interests on property or assets of CTC, Specified Indebtedness of
ACT incurred in connection with and limited to the CTC Indebtedness) to exceed
10% of Consolidated Adjusted Net Worth."
2.3 Section 6.9 is hereby amended so that: (i) the word "and" at the end of
Section 6.9(f) is deleted; (ii) the "." at the end of Section 6.9(g) is
replaced with "; and"; and (iii) Section 6.9(h) is inserted immediately after
Section 6.9(g) to read as follows:
"(h) mortgages, liens or security interests on property or assets of
CTC securing the CTC Indebtedness."
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company, by its
execution and delivery of this Amendment, hereby represents and warrants to
Principal Mutual as follows:
3.1 As of the date of this Amendment, no Default or Event of Default under the
Note Agreement, or under any other agreement to which the Company is subject,
exists or is continuing, after giving effect to the amendment set forth herein.
3.2 The representations and warranties of the Company referred to in Section
3.1 of the Note Agreement are true and correct and complete in all material
respects as if made on the date hereof, except as to those representations and
warranties made as of a specific date, which are true and correct and
materially complete as of such date.
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3.3 No dissolution proceedings with respect to the Company have been commenced
or are contemplated, and there has been no material adverse change in the
business, condition or operations (financial or otherwise) of the Company,
taken as a whole, since September 1, 1989.
3.4 This Amendment has been duly authorized, executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company.
3.5 The Company has not modified any agreement with any creditor of the
Company, other than by this Amendment, unless the Company has disclosed the
terms of such modification to Principal Mutual in writing.
4. Miscellaneous.
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4.1 Except as expressly set forth in this Amendment, the terms of this
Amendment shall not operate as a waiver by Principal Mutual of any provisions
of, or otherwise prejudice, remedies or powers under the Note Agreement, the
Notes or applicable law and shall not operate as a waiver of or otherwise
prejudice any rights it may have against any other Person. Except as set forth
in this Amendment, none of the terms or provisions of either the Note Agreement
or the Notes shall be deemed to be modified hereby, and each of the Note
Agreement and the Notes, as modified herein, shall continue in full force and
effect.
4.2 All headings and captions preceding the text of the several sections of
this Amendment are intended solely for convenience of reference and shall not
constitute a part of this Amendment, nor shall they affect its meaning,
construction or effect.
4.3 This Amendment embodies the entire agreement and understanding among the
Company and Principal Mutual with regard to the matters set forth herein, and
supersedes all prior agreements and undertakings relating to such matters.
4.4 This Amendment shall be governed by, and construed and enforced in
accordance with the law of the State of Ohio.
4.5 This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their authorized officers as of the date first written above.
AMCAST INDUSTRIAL CORPORATION
/s/ Douglas D. Watts
By:_________________________________
Its: Vice President, Finance
PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
/s/ Christopher J. Henderson
By:__________________________________
Its: Christopher J. Henderson
Counsel
/s/ Jon C. Heiny
By:__________________________________
Its: Jon C. Heiny
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