1
Exhibit (4)(E)
SECOND AMENDMENT AGREEMENT
Second Amendment Agreement made as of the 5th day of December, 1995,
by and among PARK-OHIO INDUSTRIES, INC., an Ohio corporation ("Borrower"),
SOCIETY NATIONAL BANK, as Agent ("Agent") and the banks listed on Schedule I
attached hereto and made a part hereof (the "Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain credit
agreement dated April 11, 1995, as amended, and as it may from time to time be
further amended, supplemented or otherwise modified, which provides, among other
things, for a revolving credit and a term loan aggregating One Hundred Million
Dollars, all upon certain terms and conditions (the "Credit Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement by increasing the amount of the revolving credit and by modifying
certain other provisions thereof;
WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower, Agent and the
Banks agree as follows:
1. The first paragraph of Section 2.1 of the Credit Agreement is hereby
amended by deleting the amount "One Hundred Million Dollars ($100,000,000)" and
by inserting in place thereof the amount "One Hundred Twenty Five Million
Dollars ($125,000,000)".
2. The Credit Agreement is hereby amended by deleting Section 5.21
thereof in its entirety and by inserting in place thereof the following:
SECTION 5.21. CAPITAL EXPENDITURES. Borrower and its
Consolidated Subsidiaries will not invest in Capital Expenditures (a)
more than an aggregate amount equal to Fourteen Million Dollars
($14,000,000) during the 1995 fiscal year of Borrower, and (b) more
than an amount equal to Ten Million Dollars ($10,000,000) during the
1996 fiscal year of Borrower and during each fiscal year thereafter.
3. The Credit Agreement is hereby amended to add a new Annex 1 in the
form of Schedule I, attached hereto.
4. Concurrently with the execution of this Second Amendment Agreement,
Borrower shall execute and deliver to each Bank a new Revolving Credit Note
dated as of the Closing Date, and being in the form and substance of Exhibit A
of the Credit Agreement, with the blanks appropriately filled to reflect the
Revolving Credit Commitment of each Bank. After receipt of such Revolving Credit
Note, each Bank will mark the Revolving Credit Note being replaced hereby,
"Replaced" and return the same to Borrower.
2
5. Borrower hereby represents and warrants to the Agent and the Banks
that (a) Borrower has the legal power and authority to execute and deliver this
Second Amendment Agreement; (b) officials executing this Second Amendment
Agreement have been duly authorized to execute and deliver the same and bind
Borrower with respect to the provisions hereof; (c) the execution and delivery
hereof by Borrower and the performance and observance by Borrower of the
provisions hereof do not violate or conflict with the organizational agreements
of Borrower or any law applicable to Borrower or result in a breach of any
provision of or constitute a default under any other agreement, instrument or
document binding upon or enforceable against Borrower; (d) no Possible Default
exists under the Credit Agreement, nor will any occur immediately after the
execution and delivery of the Second Amendment Agreement or by the performance
or observance of any provision hereof; (e) neither Borrower nor any Subsidiary
has any claim or offset against, or defense or counterclaim to, any of
Borrower's or any Subsidiary's obligations or liabilities under the Credit
Agreement or any Related Writing, and Borrower and each Subsidiary hereby waives
and releases the Agent and each of the Banks from any and all such claims,
offsets, defenses and counterclaims of which Borrower and any Subsidiary is
aware, such waiver and release being with full knowledge and understanding of
the circumstances and effect thereof and after having consulted legal counsel
with respect thereto, and (f) this Second Amendment Agreement constitutes a
valid and binding obligation of Borrower in every respect, enforceable in
accordance with its terms.
6. Each reference that is made in the Credit Agreement or any other
writing shall hereafter be construed as a reference to the Credit Agreement as
amended hereby. Except as herein otherwise specifically provided, all provisions
of the Credit Agreement shall remain in full force and effect and be unaffected
hereby.
7. This Second Amendment Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.
8. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio.
Address: 600 Tower East PARK-OHIO INDUSTRIES, INC.
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Vice President
and
------------------------------------
Ronald J. Cozean, Secretary
2
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Address: Society Center SOCIETY NATIONAL BANK,
127 Public Square Individually and as Agent
Cleveland, OH
44114-1306 By:
Attn: Commercial Loans- ------------------------------------
Cleveland District Kenneth M. Merhar, Vice President
Address: Huntington Building THE HUNTINGTON NATIONAL BANK
917 Euclid Avenue
Cleveland, OH 44115 By:
-----------------------------
Attn: Corporate Banking Div. Jerald A. Bakota, Vice President
Address: 611 Woodward Avenue NBD BANK
Detroit, MI 48226
Attn: Midwest Banking By:
------------------------------------
Maher R. Touma, Vice President
Address: 200 Public Square MELLON BANK, N.A.
29th Floor
Cleveland, OH 44114-2301 By:
Attn: Corporate Banking Div. ------------------------------------
Henry W. Centa, Vice President
Address: 1900 East Ninth Street NATIONAL CITY BANK
Cleveland, OH 44114-0756
Attn: Metro/Ohio Division By:
Loc. # 2104 ------------------------------------
Anthony J. DiMare, Vice President
The undersigned consent to the terms hereof.
Address: 600 Tower East BENNETT INDUSTRIES, INC.
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
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4
Address: 600 Tower East CASTLE RUBBER COMPANY
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
Address: 600 Tower East KAY HOME PRODUCTS, INC.
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
Address: 600 Tower East GENERAL ALUMINUM MFG. COMPANY
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
Address: 600 Tower East BLUE FALCON INVESTMENTS, INC.
20600 Chagrin Blvd.
Shaker Heights, OH 44122 BY:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
Address: 600 Tower East RB&W CORPORATION
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
4
5
Address: 600 Tower East BLUE FALCON FORGE, INC.
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
Address: 600 Tower East TOCCO, INC.
20600 Chagrin Blvd.
Shaker Heights, OH 44122 By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
Address: 600 Tower East THE AJAX MANUFACTURING
20600 Chagrin Blvd. COMPANY
Shaker Heights, OH 44122
By:
------------------------------------
James S. Walker, Treasurer
and
------------------------------------
Ronald J. Cozean, Secretary
6
REVOLVING CREDIT NOTE
$31,500,000 Cleveland, Ohio
As of April 11, 1995
FOR VALUE RECEIVED, the undersigned PARK-OHIO INDUSTRIES, INC. (the
"Borrower") promises to pay on March 31, 1999, to the order of SOCIETY NATIONAL
BANK (the "Bank") at the Main Office of Society National Bank, Agent, 127 Public
Square, Cleveland, Ohio 44114-1306 the principal sum of
THIRTY ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
- - ---------------------------------------------------
or the aggregate unpaid principal amount of all loans made by Bank to Borrower
pursuant to Paragraph A of Section 2.1 of the credit agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the credit agreement dated as of April 11,
1995, as amended, among Borrower, the banks named therein and Society National
Bank, as Agent. Capitalized terms used herein shall have the meanings ascribed
to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each loan from time to time outstanding, from the date of such loan until the
payment in full thereof, at the rates per annum which shall be determined in
accordance with the provisions of Paragraph A of Section 2.1 of the Credit
Agreement. Such interest shall be payable on each date provided for in Paragraph
A of such Section 2.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof, will
be shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this note.
If this note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be two per cent (2%) in excess of the Adjusted Prime Rate from
time to time in effect. All payments of principal of and interest on this note
shall be made in immediately available funds. In an Event of Default in the
payment of interest or balance of principal, when the same becomes due, Bank may
collect and Borrower agrees to pay a late charge of an amount equal to the
greater of (a) ten per cent (10%) of the amount of such late payment, or (b)
Twenty Five Dollars ($25).
This note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
7
The undersigned authorizes any attorney at law at any time or times
after the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that the Agent or the Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
the Agent or the Banks.
PARK-OHIO INDUSTRIES, INC.
By:
---------------------------------------
James S. Walker, Vice President
and
---------------------------------------
Ronald J. Cozean, Secretary
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
8
REVOLVING CREDIT NOTE
$22,500,000 Cleveland, Ohio
As of April 11, 1995
FOR VALUE RECEIVED, the undersigned PARK-OHIO INDUSTRIES, INC. (the
"Borrower") promises to pay on March 31, 1999, to the order of NBD BANK (the
"Bank") at the Main Office of Society National Bank, Agent, 127 Public Square,
Cleveland, Ohio 44114-1306 the principal sum of
TWENTY TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
- - ---------------------------------------------------
or the aggregate unpaid principal amount of all loans made by Bank to Borrower
pursuant to Paragraph A of Section 2.1 of the credit agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the credit agreement dated as of April 11,
1995, as amended, among Borrower, the banks named therein and Society National
Bank, as Agent. Capitalized terms used herein shall have the meanings ascribed
to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each loan from time to time outstanding, from the date of such loan until the
payment in full thereof, at the rates per annum which shall be determined in
accordance with the provisions of Paragraph A of Section 2.1 of the Credit
Agreement. Such interest shall be payable on each date provided for in Paragraph
A of such Section 2.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof, will
be shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this note.
If this note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be two per cent (2%) in excess of the Adjusted Prime Rate from
time to time in effect. All payments of principal of and interest on this note
shall be made in immediately available funds. In an Event of Default in the
payment of interest or balance of principal, when the same becomes due, Bank may
collect and Borrower agrees to pay a late charge of an amount equal to the
greater of (a) ten per cent (10%) of the amount of such late payment, or (b)
Twenty Five Dollars ($25).
This note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
9
The undersigned authorizes any attorney at law at any time or times
after the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that the Agent or the Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
the Agent or the Banks.
PARK-OHIO INDUSTRIES, INC.
By:
--------------------------------------
James S. Walker, Vice President
and
--------------------------------------
Ronald J. Cozean, Secretary
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
10
REVOLVING CREDIT NOTE
$22,500,000 Cleveland, Ohio
As of April 11, 1995
FOR VALUE RECEIVED, the undersigned PARK-OHIO INDUSTRIES, INC. (the
"Borrower") promises to pay on March 31, 1999, to the order of THE HUNTINGTON
NATIONAL BANK (the "Bank") at the Main Office of Society National Bank, Agent,
127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of
TWENTY TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
- - ---------------------------------------------------
or the aggregate unpaid principal amount of all loans made by Bank to Borrower
pursuant to Paragraph A of Section 2.1 of the credit agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the credit agreement dated as of April 11,
1995, as amended, among Borrower, the banks named therein and Society National
Bank, as Agent. Capitalized terms used herein shall have the meanings ascribed
to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each loan from time to time outstanding, from the date of such loan until the
payment in full thereof, at the rates per annum which shall be determined in
accordance with the provisions of Paragraph A of Section 2.1 of the Credit
Agreement. Such interest shall be payable on each date provided for in Paragraph
A of such Section 2.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof, will
be shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this note.
If this note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be two per cent (2%) in excess of the Adjusted Prime Rate from
time to time in effect. All payments of principal of and interest on this note
shall be made in immediately available funds. In an Event of Default in the
payment of interest or balance of principal, when the same becomes due, Bank may
collect and Borrower agrees to pay a late charge of an amount equal to the
greater of (a) ten per cent (10%) of the amount of such late payment, or (b)
Twenty Five Dollars ($25).
This note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
11
The undersigned authorizes any attorney at law at any time or times
after the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that the Agent or the Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
the Agent or the Banks.
PARK-OHIO INDUSTRIES, INC.
By:
--------------------------------------
James S. Walker, Vice President
and
--------------------------------------
Ronald J. Cozean, Secretary
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
12
REVOLVING CREDIT NOTE
$9,000,000 Cleveland, Ohio
As of April 11, 1995
FOR VALUE RECEIVED, the undersigned PARK-OHIO INDUSTRIES, INC. (the
"Borrower") promises to pay on March 31, 1999, to the order of NATIONAL CITY
BANK (the "Bank") at the Main Office of Society National Bank, Agent, 127 Public
Square, Cleveland, Ohio 44114-1306 the principal sum of
NINE MILLION AND 00/100 DOLLARS
- - ------------------------------------------------------------------------
or the aggregate unpaid principal amount of all loans made by Bank to Borrower
pursuant to Paragraph A of Section 2.1 of the credit agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the credit agreement dated as of April 11,
1995, as amended, among Borrower, the banks named therein and Society National
Bank, as Agent. Capitalized terms used herein shall have the meanings ascribed
to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each loan from time to time outstanding, from the date of such loan until the
payment in full thereof, at the rates per annum which shall be determined in
accordance with the provisions of Paragraph A of Section 2.1 of the Credit
Agreement. Such interest shall be payable on each date provided for in Paragraph
A of such Section 2.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof, will
be shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this note.
If this note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be two per cent (2%) in excess of the Adjusted Prime Rate from
time to time in effect. All payments of principal of and interest on this note
shall be made in immediately available funds. In an Event of Default in the
payment of interest or balance of principal, when the same becomes due, Bank may
collect and Borrower agrees to pay a late charge of an amount equal to the
greater of (a) ten per cent (10%) of the amount of such late payment, or (b)
Twenty Five Dollars ($25).
This note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
13
The undersigned authorizes any attorney at law at any time or times
after the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that the Agent or the Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
the Agent or the Banks.
PARK-OHIO INDUSTRIES, INC.
By:
------------------------------------
James S. Walker, Vice President
and
------------------------------------
Ronald J. Cozean, Secretary
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
14
REVOLVING CREDIT NOTE
$4,500,000 Cleveland, Ohio
As of April 11, 1995
FOR VALUE RECEIVED, the undersigned PARK-OHIO INDUSTRIES, INC. (the
"Borrower") promises to pay on March 31, 1999, to the order of MELLON BANK,
N.A. (the "Bank") at the Main Office of Society National Bank, Agent, 127
Public Square, Cleveland, Ohio 44114-1306 the principal sum of
FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
- - ------------------------------------------------------------------------
or the aggregate unpaid principal amount of all loans made by Bank to Borrower
pursuant to Paragraph A of Section 2.1 of the credit agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the credit agreement dated as of April 11,
1995, as amended, among Borrower, the banks named therein and Society National
Bank, as Agent. Capitalized terms used herein shall have the meanings ascribed
to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each loan from time to time outstanding, from the date of such loan until the
payment in full thereof, at the rates per annum which shall be determined in
accordance with the provisions of Paragraph A of Section 2.1 of the Credit
Agreement. Such interest shall be payable on each date provided for in Paragraph
A of such Section 2.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof, will
be shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this note.
If this note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be two per cent (2%) in excess of the Adjusted Prime Rate from
time to time in effect. All payments of principal of and interest on this note
shall be made in immediately available funds. In an Event of Default in the
payment of interest or balance of principal, when the same becomes due, Bank may
collect and Borrower agrees to pay a late charge of an amount equal to the
greater of (a) ten per cent (10%) of the amount of such late payment, or (b)
Twenty Five Dollars ($25).
This note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
15
The undersigned authorizes any attorney at law at any time or times
after the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that the Agent or the Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
the Agent or the Banks.
PARK-OHIO INDUSTRIES, INC.
By:
----------------------------------------
James S. Walker, Vice President
and
----------------------------------------
Ronald J. Cozean, Secretary
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
16
SCHEDULE I
ANNEX 1
REVOLVING
CREDIT TERM LOAN
COMMITMENT COMMITMENT MAXIUM
BANKING INSTITUTIONS PERCENTAGE AMOUNT AMOUNT AMOUNT
Society National Bank 35% $31,500,000 $12,250,000 $43,750,000
NBD Bank 25% $22,500,000 $8,750,000 $31,250,000
The Huntington National 25% $22,500,000 $8,750,000 $31,250,000
Bank
National City Bank 10% $9,000,000 $3,500,000 $12,500,000
Mellon Bank, N.A. 5% $4,500,000 $1,750,000 $6,250,000
100% $90,000,000 $35,000,000 $125,000,000
TOTAL
17
SECOND
AMENDMENT
AGREEMENT -
NOV., 1995
18