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Exhibit(4)(G)
FOURTH AMENDMENT AGREEMENT
This Fourth Amendment Agreement made as of the 31st day of December,
1996, by and among PARK-OHIO INDUSTRIES, INC., an Ohio corporation ("Borrower"),
KEYBANK NATIONAL ASSOCIATION, formerly known as Society National Bank, as Agent
("Agent") and the banks signing on the signature pages 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, restated or otherwise modified, which provides, among other
things, for a revolving credit and a term loan aggregating One Hundred Twenty
Five Million Dollars, all upon certain terms and conditions (the "Credit
Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement by eliminating the Letter of Credit facility and 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. Article I of the Credit Agreement is hereby amended to delete the
definitions of "Guarantor of Payment" and "Revolving Credit Commitment"
therefrom and to insert the following in place thereof:
"Guarantor of Payment" means any one of Castle Rubber Company,
Kay Home Products, Inc., General Aluminum Mfg. Company, Blue Falcon
Investments, Inc., RB&W Corporation, Blue Falcon Forge, Inc., Tocco,
Inc., The Ajax Manufacturing Company, Cicero Flexible Products, Inc.
(fka Blue Utica, Inc.) and SummerSpace, Inc., or any other party which
shall deliver a Guaranty of Payment to the Agent subsequent to the
Closing Date.
"Revolving Credit Commitment" shall mean the obligation
hereunder of each Bank, during the Commitment Period, to make Revolving
Loans up to the aggregate amount set forth opposite such Bank's name
under the column headed "Revolving Credit Commitment Amount" as listed
in Annex 1 hereof (or such lesser amount as shall be determined
pursuant to Section 2.5 hereof).
2. Article I of the Credit Agreement is hereby amended to delete the
definition of "Letter of Credit" therefrom.
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3. Article I of the Credit Agreement is hereby amended to add the
following new definitions thereto:
"Loan" or "Loans" shall mean the credit granted to Borrower by
the Banks in accordance with Section 2.1A or B hereof.
"Revolving Loan" shall mean a Loan granted to Borrower by the
Banks in accordance with Section 2.1A hereof.
"Term Loan" shall mean the Loan granted to Borrower by the
Banks in accordance with Section 2.1B hereof.
"Total Commitment Amount" shall mean the obligation hereunder
of the Banks, during the Commitment Period, to make Loans up to the
maximum aggregate principal amount set forth as the "Total Commitment
Amount" on Annex 1 hereof (or such lesser amount as shall be determined
pursuant to Section 2.5 hereof).
4. Section 2.1 of the Credit Agreement is hereby deleted in its
entirety with the following to be inserted in place thereof:
SECTION 2.1. AMOUNT AND NATURE OF CREDIT. Subject to the terms
and provisions of this credit agreement, each Bank will participate to
the extent hereinafter provided in making Loans to Borrower in such
aggregate amount as Borrower shall request pursuant to the Revolving
Credit Commitment and the Term Loan Commitment; provided, however, that
in no event shall the aggregate principal amount of all Loans
outstanding under this credit agreement during the Commitment Period
exceed the Total Commitment Amount.
Each Bank, for itself and not one for any other, agrees to
participate in borrowings made hereunder on such basis that (a)
immediately after the completion of any borrowing by Borrower
hereunder, the aggregate principal amount then outstanding on Notes
issued to such Bank shall not be in excess of the amount shown opposite
the name of such Bank under the column headed "Maximum Amount" as set
forth in Annex 1 hereto for the Commitment Period, and (b) such
aggregate principal amount outstanding on Notes issued to such Bank
shall represent that percentage of the aggregate principal amount then
outstanding on all Notes (including the Notes held by such Bank) which
is shown opposite the name of such Bank under the column headed
"Percentage" in Annex 1 hereto.
Each borrowing from, and reduction of Commitments of, the
Banks hereunder shall be made pro rata according to their respective
Commitments. The Loans may be made as Revolving Loans and as a Term
Loan as follows:
A. Revolving Loans. Subject to the terms and conditions of
this credit agreement, during the Commitment Period, the Banks shall
make a Loan or Loans to Borrower in such amount or amounts as Borrower
may from time to time request, but not exceeding in aggregate principal
amount at any one time outstanding hereunder the Revolving Credit
Commitment. Borrower shall have the option, subject to the terms and
conditions set forth herein, to borrow hereunder up to the amount of
the Revolving Credit Commitment
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by means of any combination of (a) Prime Rate Loans maturing on the
last day of the Commitment Period, bearing interest at a rate per annum
which shall be the Adjusted Prime Rate from time to time in effect and
drawn down in aggregate amounts of not less than Five Hundred Thousand
Dollars ($500,000) or any multiple thereof, or (b) LIBOR Loans maturing
on the last day of the Commitment Period, drawn down in aggregate
amounts of not less than One Million Dollars ($1,000,000) or any
multiple thereof, bearing interest at a rate per annum which shall be
the Derived LIBOR Rate, fixed in advance of each Interest Period as
herein provided for each such Interest Period. Interest hereunder shall
be based on a year having 360 days, and calculated for the actual
number of days elapsed.
Borrower shall pay interest on the unpaid principal amount of
Prime Rate Loans outstanding from time to time from the date thereof
until paid, on the last day of each succeeding June, September,
December and March of each year and at the maturity thereof, commencing
June 30, 1995. Borrower shall pay interest at a fixed rate for each
Interest Period on the unpaid principal amount of LIBOR Loans
outstanding from time to time from the date thereof until paid, payable
on each Interest Adjustment Date with respect to an Interest Period
(provided that if an Interest Period exceed three months, the interest
must be paid every three months, commencing three (3) months from the
beginning of such Interest Period).
At the request of Borrower, provided no Event of Default
exists hereunder, the Banks shall convert Prime Rate Loans to LIBOR
Loans at any time and shall convert LIBOR Loans to Prime Rate Loans on
any Interest Adjustment Date, but each request for loans under this
Paragraph A must either be for Prime Rate Loans or LIBOR Loans.
The obligation of Borrower to repay the Prime Rate Loans and
the LIBOR Loans made by each Bank and to pay interest thereon shall be
evidenced by a Revolving Credit Note of Borrower substantially in the
form of Exhibit A hereto, with appropriate insertions, dated the date
of this credit agreement and payable to the order of such Bank on the
last day of the Commitment Period in the principal amount of its
Revolving Credit Commitment, or, if less, the aggregate unpaid
principal amount of Revolving Loans made hereunder by such Bank. The
principal amount of the Prime Rate Loans and the LIBOR Loans made by
each Bank and all prepayments and payments thereof and the applicable
dates with respect thereto shall be recorded by each Bank from time to
time on the records of such Bank by such method as each Bank may
generally employ; provided, however, that failure to make any such
entry shall in no way detract from Borrower's obligations under such
Note. The aggregate unpaid amount of Prime Rate Loans and LIBOR Loans
set forth on the records of such Bank shall be rebuttably presumptive
evidence of the principal amount owing and unpaid on such Revolving
Credit Note. If an Event of Default shall occur hereunder, the
principal of the Revolving Credit Note and the unpaid interest thereon
shall bear interest,
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until paid (or until, if ever, such Event of Default may be waived in
writing by the Banks), 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.
Subject to the provisions of this credit agreement, Borrower shall be
entitled under this Paragraph A to borrow funds, repay the same in
whole or in part and reborrow hereunder at any time and from time to
time during the Commitment Period.
B. Term Loan. Subject to the conditions of this credit
agreement, the Banks will make a seven (7) year Term Loan to Borrower
in such amount, if any, as Borrower may request on the Closing Date,
but not exceeding the Term Loan Commitment of such Bank then in effect.
To evidence the Term Loan, Borrower shall execute and deliver to each
Bank an appropriate Term Note dated the date the Term Loan is to be
made, and substantially in the form of Exhibit B hereto, with
appropriate insertions. The Term Notes shall be payable in twenty-four
(24) consecutive quarter annual installments aggregating One Million
Two Hundred Fifty Thousand Dollars ($1,250,000) for each quarter,
commencing June 30, 1996 and continuing on the last day of each
succeeding September, December, March and June of each year, through
December 31, 2001, with the balance thereof payable in full on March
31, 2002. Borrower shall notify the Agent at the time of the request
whether the Term Loan will be a Prime Rate Loan or a LIBOR Loan. The
Term Loan must be either a Prime Rate Loan or a LIBOR Loan, and may not
be a mixture of a Prime Rate Loan and a LIBOR Loan; but the Banks, at
the request of Borrower, shall convert a Prime Rate Loan to a LIBOR
Loan at any time and shall convert a LIBOR Loan to a Prime Rate Loan on
any Interest Adjustment Date. Interest hereunder shall be based on a
year having 360 days, and calculated for the actual number of days
elapsed.
If the Term Loan is a Prime Rate Loan, Borrower shall pay
interest on the unpaid principal amount thereof outstanding from time
to time from the date thereof until paid, on the last day of each
succeeding June, September, December, and March of each year and at the
maturity thereof, commencing June 30, 1995, at a rate per annum which
shall be the Adjusted Prime Rate from time to time in effect. Any
change in such rate resulting from a change in the Adjusted Prime Rate
shall be effective immediately from and after such change in the
Adjusted Prime Rate. If the Term Loan is a LIBOR Loan, Borrower shall
pay interest at a fixed rate for each Interest Period on the unpaid
principal amount of the LIBOR Loan outstanding from time to time from
the date thereof until paid, payable on each Interest Adjustment Date
with respect to an Interest Period (provided that if an Interest Period
exceeds three months, the interest must be paid every three months,
commencing three months from the beginning of such Interest Period), at
a rate per annum which shall be the Derived LIBOR Rate, fixed in
advance of each Interest Period as herein provided for each such
Interest Period.
The principal amount of the Prime Rate Loans and the LIBOR
Loans made by each Bank and all prepayments and payments thereof and
the applicable dates with respect thereto shall be recorded by such
Bank from time to time on the records of such Bank by such method as
each Bank may generally employ. The aggregate unpaid amount of Prime
Rate Loans and LIBOR Loans set forth on the records of each Bank shall
be rebuttably
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presumptive evidence of the principal amount owing and unpaid on each
Term Note; provided, however, that failure to make any such entry shall
in no way detract from Borrower's obligations under such Note. If an
Event of Default shall occur hereunder, the principal of each Term Note
and the unpaid interest thereon shall bear interest, until paid (or
until, if ever, such Event of Default may be waived in writing by the
Banks), 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.
5. Section 5.21 of the Credit Agreement is hereby deleted in its
entirety with the following to be inserted in place thereof:
SECTION 5.21. CAPITAL EXPENDITURES. Borrower and its
Consolidated Subsidiaries shall not invest in Capital Expenditures more
than an aggregate amount equal to Sixteen Million Dollars ($16,000,000)
during the 1996 fiscal year of Borrower and during each fiscal year
thereafter.
6. Sections 2.5, 8.1 and 8.2 of the Credit Agreement are hereby amended
to delete the references to Letter of Credit, or the obligation of the Agent of
the Banks to issue any Letter of Credit.
7. Section 8.3 of the Credit Agreement is hereby deleted in its
entirety.
8. The Credit Agreement is hereby amended to add a new replacement
Annex 1 in the form of Schedule I, attached hereto.
9. 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
Fourth Amendment Agreement; (b) officials executing this Fourth 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
or Event of Default exists under the Credit Agreement, nor will any occur
immediately after the execution and delivery of the Fourth 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
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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 Fourth Amendment Agreement constitutes a
valid and binding obligation of Borrower in every respect, enforceable in
accordance with its terms.
10. 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.
11. This Fourth 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.
12. 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:
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James S. Walker, Vice President
and
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Ronald J. Cozean, Secretary
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Address: Key Center KEYBANK NATIONAL ASSOCIATION,
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:
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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, Senior Vice President
The undersigned consent to the terms hereof.
Address: 23000 Euclid Avenue CASTLE RUBBER COMPANY
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
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Address: 23000 Euclid Avenue KAY HOME PRODUCTS, INC.
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue GENERAL ALUMINUM MFG. COMPANY
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue BLUE FALCON INVESTMENTS, INC.
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue RB&W CORPORATION
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Vice Pres. and Sec.
Address: 23000 Euclid Avenue BLUE FALCON FORGE, INC.
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
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Address: 23000 Euclid Avenue TOCCO, INC.
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue THE AJAX MANUFACTURING COMPANY
Euclid, Ohio 44117
By:
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James S. Walker, Vice Pres. and Treas.
and
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Ronald J. Cozean, Secretary
Address: 23000 Euclid Avenue CICERO FLEXIBLE PRODUCTS, INC.
Euclid, Ohio 44117 fka Blue Utica, Inc.
By:
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James S. Walker, Vice Pres. and Treas.
and
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Ronald J. Cozean, Vice Pres. and Sec.
Address: 23000 Euclid Avenue SUMMERSPACE, INC.
Euclid, Ohio 44117
By:
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James S. Walker, Treasurer
and
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Ronald J. Cozean, Secretary
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SCHEDULE 1 TO FOURTH AMENDMENT AGREEMENT
ANNEX 1
REVOLVING CREDIT TERM LOAN
COMMITMENT COMMITMENT MAXIMUM
BANKING INSTITUTIONS PERCENTAGE AMOUNT AMOUNT AMOUNT
KeyBank National Association,
f.k.a. 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 Bank 25% $22,500,000 $ 8,750,000 $ 31,250,000
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
TOTAL 100% $90,000,000 $35,000,000
TOTAL COMMITMENT
AMOUNT $125,000,000
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PARK OHIO
FOURTH AMENDMENT AGREEMENT
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