1
Exhibit (4)(F)
THIRD AMENDMENT AGREEMENT
Third Amendment Agreement made as of the 11th day of April, 1996, by
and among PARKOHIO 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 Twenty
Five Million Dollars until March 31, 1999, all upon certain terms and conditions
(the "Credit Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement by modifying certain 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 "Applicable Spread" definition of Article I of the Credit
Agreement is hereby amended by deleting the following sentence in its entirety:
Anything herein to the contrary notwithstanding, from the Closing Date
until the earlier of (a) April 30, 1996 or (b) receipt by Agent of
audited financial statements for Borrower's fiscal year ending December
31, 1995, the Applicable Spread shall be one and forty-two
one-hundredths percent (1-42/100%).
and by inserting in place thereof the following sentence:
Anything herein to the contrary notwithstanding, from the Closing Date
until the earlier of (a) July 1, 1996 or (b) the sale of Bennett
Industries, Inc., the Applicable Spread shall be one and forty-two
one-hundredths percent (1-42/100%).
2. Section 5.15 of the Credit Agreement is hereby amended to add a new
subpart (c) as follows:
(c) Borrower may sell the stock or substantially all of the
assets of Bennett Industries, Inc.
2
3. 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
Third Amendment Agreement; (b) officials executing this Third 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 Third 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 Third Amendment Agreement constitutes a valid and binding
obligation of Borrower in every respect, enforceable in accordance with its
terms.
4. 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.
5. This Third 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.
6. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio.
Address: 23000 Euclid Avenue PARK-OHIO INDUSTRIES, INC.
Euclid, Ohio 44117
By:
----------------------------------
James S. Walker, Vice President
and
----------------------------------
Ronald J. Cozean, Secretary
2
3
Address: Society Center SOCIETY NATIONAL BANK,
127 Public Square Individually and as Agent
Cleveland, OH 44114-1206
Attn: Commercial Loans- By:
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:
----------------------------------
Lisa A. Ferris, 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: 23000 Euclid Avenue BENNETT INDUSTRIES, INC.
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Vice Pres. and Treas.
and
-----------------------------------
Ronald J. Cozean, Secretary
3
4
Address: 23000 Euclid Avenue CASTLE RUBBER COMPANY
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue KAY HOME PRODUCTS, INC.
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue GENERAL ALUMINUM MFG. COMPANY
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue BLUE FALCON INVESTMENTS, INC.
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue RB&W CORPORATION
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Vice Pres. and Sec.
4
5
Address: 23000 Euclid Avenue BLUE FALCON FORGE, INC.
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue TOCCO, INC.
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Treasurer
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue THE AJAX MANUFACTURING COMPANY
Euclid, Ohio 44117
By:
-----------------------------------
James S. Walker, Vice Pres. and Treas.
and
-----------------------------------
Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue CICERO FLEXIBLE PRODUCTS, INC.
Euclid, Ohio 44117 f.k.a. Blue Utica, Inc.
By:
-----------------------------------
James S. Walker, Vice Pres. and Treas.
and
-----------------------------------
Ronald J. Cozean, Vice Pres. and Sec.
5
6
PARK OHIO
THIRD AMENDMENT AGREEMENT
6