AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
Exhibit
10.2 (d)
AMENDMENT NO. 5 TO
LOAN AND SECURITY AGREEMENT
LOAN AND SECURITY AGREEMENT
This Amendment No. 5 to Loan and Security Agreement (this “Amendment”) dated as of August
31, 2006, is by and among Borrowers (as defined below), the Lenders and Bank of America, N.A.,
successor to Fleet Capital Corporation, as Agent for the Lenders who are from time to time party to
that certain Loan and Security Agreement (as amended from time to time, and as amended hereby, the
“Loan Agreement”) dated as of October 8, 2003, by and among Neenah Foundry Company, a Wisconsin
corporation (“Neenah”), as a Borrower, the Subsidiaries of Neenah that are party thereto as
Borrowers (Neenah and such Subsidiaries are collectively, “Borrowers” and each, a “Borrower”),
Fleet Capital Corporation, as Agent and as a Lender, Wachovia Capital Finance Corporation
(Central), f/k/a Congress Financial Corporation (Central), as Syndication Agent and as a Lender,
General Electric Capital Corporation, as Documentation Agent and as a Lender, and the other Lenders
party thereto. All capitalized terms used in this Amendment and not otherwise defined in this
Amendment shall have the same meanings herein as in the Loan Agreement.
Borrowers have requested that Agent and Lenders agree to amend the Loan Agreement in certain
respects. Subject to each of the terms and conditions set forth herein, Agent and Lenders have
agreed to the request described above.
Now, therefore, the parties hereto hereby agree as follows:
1. Amendment. Subject to the prior satisfaction of the conditions set forth in
Section 2 of this Amendment, and in reliance on the representations and warranties set forth in
Section 3 of this Amendment, the parties hereto agree to amend the Loan Agreement as follows:
(a) Subsection 8.2.8 of the Loan Agreement is hereby amended and restated in its
entirety, as follows:
“8.2.8 Capital Expenditures. Make Capital Expenditures
(including, without limitation, by way of capitalized leases, but excluding
(i) MACT Capital Expenditures, (ii) Capital Expenditures made using the
proceeds of equity securities issued in compliance with the terms hereof
and (iii) the principal portion of Capitalized Lease Obligations incurred
in compliance with the terms hereof) which, in the aggregate, as to all
Borrowers and all of Borrowers’ Subsidiaries, exceed $32,000,000 during the
fiscal year of Borrowers ending on September 30, 2006 or $20,000,000 during
any fiscal year of Borrowers thereafter, except that 75% of the unused
portion of the Capital Expenditure allowance for any fiscal year may be
carried over to the immediately succeeding fiscal year only, to be used in
such succeeding fiscal year after all of the Capital Expenditure allowance
for that year has been used.”
(b) The Fixed Charge Coverage Ratio covenant set forth in Exhibit 8.3 to the Loan
Agreement is hereby amended and restated in its entirety, as follows:
“
Fixed Charge Coverage Ratio. Borrowers shall not permit the Fixed
Charge Coverage Ratio for any period set forth below to be less than the
ratio set forth below opposite such period (in each case measured as of the
last day of such period):
Period
|
Ratio | |
Twelve (12) month period ending on September 30,
2006
|
1.0 to 1.0 | |
Twelve (12) month period ending on December 31,
2006 and each March 31, June 30, September 30 and
December 31 thereafter
|
1.15 to 1.0” |
2. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the prior satisfaction of the following conditions:
(a) Agent shall have received an execution version of this Amendment
signed by Borrowers, Agent and all Lenders; and
(b) no Default or Event of Default shall be in existence.
3. Representations and Warranties. To induce Agent and the Lenders to
execute and deliver this Amendment, each Borrower hereby represents and warrants to
Lenders that, after giving effect to this Amendment:
(a) All representations and warranties contained in the Loan Agreement
and the other Loan Documents are true and correct in all material respects on and as of the
date of this Amendment, in each case as if then made, other than representations and
warranties that expressly relate solely to an earlier date (in which case such representations
and warranties were true and accurate on and as of such earlier date);
(b) No Default or Event of Default has occurred and is continuing; and
(c) The execution and delivery by such Borrower of this Amendment does
not require the consent or approval of any Person, except such consents and approvals as
have been obtained.
4. Scope. This Amendment shall have the effect of amending the Loan
Agreement and the other Loan Documents as appropriate to express the agreements
contained herein. In all other respects, the Loan Agreement and the other Loan Documents
shall remain in full force and effect in accordance with their respective term.
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5. Reaffirmation and Confirmation. Each Borrower hereby ratifies,
affirms, acknowledges and agrees that the Loan Agreement and the other Loan Documents
represent the valid, enforceable and collectible obligations of such Borrower, and each
Borrower further acknowledges that there are no existing claims, defenses, personal or
otherwise, or rights of setoff whatsoever with respect to the Loan Agreement or any of the
Loan Documents. Each Borrower hereby agrees that this Amendment in no way acts as a
release or relinquishment of the Liens and rights securing payments of the Obligations. The
Liens and rights securing payment of the Obligations are hereby ratified and confirmed by
each Borrower in all respects.
6. Counterparts. This Amendment may be executed in counterpart and by
different parties hereto in separate counterparts, each of which, when taken together, shall
constitute but one and the same instrument.
7. Expenses. All of Agent’s reasonable costs and expenses, including,
without limitation, attorney’s fees, incurred in connection with the preparation of this
Amendment and all related documents shall be paid by Borrowers upon the request of Agent.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above
written.
| BORROWERS: | ||||||
| NEENAH FOUNDRY COMPANY | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| XXXXXX FOUNDRY, INC. | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| XXXXXX FORGE CORPORATION | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| XXXXXX CORPORATION | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| XXXXXX CORPORATION, STRYKER MACHINING FACILITY CO. | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer |
|||||
| XXXXXX CORPORATION, WARSAW MANUFACTURING FACILITY | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| ADVANCED CAST PRODUCTS, INC. | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| XXXXX INDUSTRIES, INC. | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| A & M SPECIALTIES, INC. | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| NEENAH TRANSPORT, INC. | ||||||
| By | /s/ Xxxx XxXxxx | |||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| XXXXXX CORPORATION, KENDALLVILLE MANUFACTURING FACILITY |
||||||
| By | /s/ Xxxx XxXxxx
|
|||||
| Its | Corporate Vice President and Chief Financial Officer | |||||
| BANK OF AMERICA, N.A., successor to FLEET CAPITAL CORPORATION, as Agent and as a Lender | ||||||
| By | /s/ Xxxxxx Xxxx | |||||
| Its | Senior Vice President | |||||
| WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), f/k/a CONGRESS FINANCIAL CORPORATION (CENTRAL), as Syndication Agent and as a Lender | ||||||
| By | /s/ Xxxxx Xxxxxxxx | |||||
| Its | Vice President | |||||
| GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and as a Lender | ||||||
| By: | /s/ Bond Xxxxxxxx | |||||
| Its: | Duly Authorized Signatory | |||||
| THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender |
||||||
| By | /s/ Xxxxxxxxx Xxxxx | |||||
| Its | Assistant Vice President | |||||
