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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 16, 1997 (the
"Amendment") is made by and among CHASE INDUSTRIES INC. (formerly, "Chase Brass
Industries, Inc."), a Delaware corporation (the "Borrower"), the Guarantors and
the Banks referred to in the Credit Agreement (as defined below) and PNC BANK,
NATIONAL ASSOCIATION, a national banking association, as agent for the Banks
under the Credit Agreement (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are parties
to that certain Credit Agreement dated as of August 30, 1996 (as hereafter
amended, the "Credit Agreement");
WHEREAS, the parties to the Credit Agreement desire to amend the provisions
thereof as set forth herein;
WHEREAS, some of the modifications to the Credit Agreement described herein
relate to transactions described in that certain Letter dated as of June 7, 1997
(the "June 7, 1997 Letter") from Borrower's counsel, Fulbright & Xxxxxxxx,
L.L.P., to counsel for the Agent, Xxxxxxxx Ingersoll Professional Corporation
set forth on Exhibit 1 hereto; and
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have meanings assigned to them in the Credit Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT RELATED TO THE PERMITTED SYNTHETIC LEASE.
The Credit Agreement is hereby amended as follows:
A. Defined Terms (Section 1.1).
(a) Permitted Liens.
Clause (vii) of the definition of "Permitted Liens" is hereby amended
and restated in its entirety to read as set forth below:
"(vii) Claims or Liens in favor of lessors on assets of the Loan
Parties leased under the Permitted Synthetic Lease or under other leases
permitted under Section 8.2(d)(i) ("Other Permitted Secured Leases") or
claims or Liens on assets of Unrestricted Subsidiaries or Unrestricted
Joint Ventures in favor of lessors under leases for such assets;"
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(b) Amended Definitions.
The title of the definition of "Permitted Secured Leases" is
hereby amended to read: "Other Permitted Secured Leases."
(c) New Definitions.
The following new definition is hereby added to Section 1.1 of
the Credit Agreement in appropriate alphabetical order:
"Permitted Synthetic Lease shall mean a lease by CBCC, as lessee,
and a bank or affiliate of a bank, as lessor (the "Owner") for production
equipment utilized at the manufacturing facility of CBCC located in
Montpelier and/or Holiday City, Ohio with respect to which the total annual
lease payments by CBCC shall not exceed $2,500,000 and the purchase price
to be paid by the Owner for such equipment shall not exceed $15,000,000.
B. Indebtedness (Section 8.2(d)).
Clause (i) of Section 8.2(d) is hereby amended and restated to read as
follows:
"(i) (A) the Permitted Synthetic Lease and (B) Other Permitted
Secured Leases and Permitted Purchase Money Indebtedness of the Loan
Parties provided that the unpaid aggregate principal amount of items
permitted under this clause (B) does not exceed $5,000,000;"
2. AMENDMENTS TO CREDIT AGREEMENT RELATED TO CHANGES IN THE APPLICABLE
PERCENTAGE, REVOLVING CREDIT EURO-RATE SPREAD AND TERM LOAN EURO-RATE
SPREAD.
The Credit Agreement is hereby amended as follows:
A. Commitment Fees (Section 2.3).
The grid in Section 2.3 (Commitment Fees) which immediately follows
the words, "Letters of Credit Outstanding:" is hereby amended and restated to
read as follows:
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Leverage Ratio Level in Effect Applicable Percentage
------------------------------ ---------------------
I .15%
II .175
III .20
IV .225
V .275
VI .325%
B. Revolving Credit Euro-Rate Option (Section 4.1(a)(ii)).
The grid in Section 4.1(a)(ii) (Revolving Credit Euro-Rate Option)
which immediately follows the words "as follows:" is hereby amended and restated
to read as set forth below:
Leverage Ratio Level in Effect Revolving Credit Euro-Rate Spread
------------------------------ ---------------------------------
I .375%
II .50%
III .625%
IV .75%
V 1.00%
VI 1.25%
C. Term Loan Euro-Rate Option. (Section 4. 1 (b)(ii)).
(i) The grid in Section 4.1(b)(ii) (Term Loan Euro-Rate Option) which
immediately follows the words "as follows:" is hereby amended and restated to
read as set forth below:
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Leverage Ratio Level in Effect Term Loan Euro-Rate Spread
------------------------------ --------------------------
I .375%
II .50%
III .625%
IV .75%
V 1.00%
VI 1.25%
3. AMENDMENTS TO CREDIT AGREEMENT RELATED TO TERM LOAN BORROWING TRANCHES
AND PREPAYMENTS.
The Credit Agreement is hereby amended as follows:
A. Interest Periods (Section 4.2).
Clause (c) of Section 4.2 is hereby amended and restated to read
as follows:
"(c) the Euro-Rate Portion for each Interest Period shall be
not less than $2,000,000 and in integral multiples of $1,000,000,
except that the Euro-Rate Portion applicable to the Term Loans may be
in an integral multiple of less than $1,000,000 if all outstanding
Term Loans bear interest under the Euro-Rate Option and the amount of
such outstanding Term Loans is not an integral multiple of
$1,000,000;"
B. Voluntary Prepayments (Section 5.4(a)(z)).
Clause (z) contained in Subsection (a) of Section 5.4 (Voluntary
Prepayments) is hereby amended and restated to read as follows:
"(z) the total principal amount of such prepayment, which
shall not be less than $250,000 in the case of Revolving Credit Loans
and $2,000,000 and an integral multiple of $500,000 in the case of
Term Loans, provided that the Borrower may make a prepayment of the
Term Loans in an amount which is not an integral multiple of $500,000
if such payment shall cause the amount of outstanding Term Loans to
become an integral multiple of $500,000."
4. AMENDMENTS TO CREDIT AGREEMENT RELATED TO THE NEW REVOLVING CREDIT FEDERAL
FUNDS RATE OPTION.
The Credit Agreement is hereby amended as follows:
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A. Amended Definitions.
The definitions listed below are amended and restated to read as set
forth below:
"Borrowing Tranche shall mean at the time in question that
portion of the Loans accruing interest (i) under any Base Rate Option
all of which Loans shall be deemed to be one Borrowing Tranche, (ii)
under the Federal Funds Rate Option all of which Loans shall be deemed
to be one Borrowing Tranche, (iii) under the Revolving Credit
Euro-Rate Option having the same Borrowing Date, interest rate and
Euro-Rate Interest Period, all of which Revolving Credit Loans having
such same Borrowing Date, interest rate and Interest Period shall
constitute one Borrowing Tranche and (iv) under the Term Loan
Euro-Rate Option having the same Borrowing Date, interest rate and
Interest Period, all of which Term Loans having such same Borrowing
Date, interest rate and Interest Period shall constitute one Borrowing
Tranche.
Interest Rate Option shall mean the Term Loan Euro-Rate Option,
Revolving Credit Euro-Rate Option, Term Loan Base Rate Option, the
Revolving Credit Base Rate Option or the Revolving Credit Federal
Funds Rate Option."
B. New Definitions.
The following new definitions are hereby added to Section 1.1 of the
Credit Agreement in appropriate alphabetical order:
"Federal Funds Rate Option shall mean the Revolving Credit
Federal Funds Rate Option.
Revolving Credit Federal Funds Rate Option shall mean the option
of the Borrower to have Revolving Credit Loans bear interest at the
rate and under the terms and conditions set forth in Section
4.1(a)(iii).
Revolving Credit Federal Funds Rate Spread shall have the meaning
assigned to such term in Section 4.1(a)(iii)."
C. Loan Requests (Section 2.4).
Section 2.4(a) (Revolving Credit Loan Requests) is hereby amended and
restated to read as set forth below:
"(a) Revolving Credit Loan Requests.
Except as otherwise provided herein, the Borrower may from time
to time prior to the Expiration Date request the Banks to make
Revolving Credit Loans, or renew or convert the Interest Rate Option
applicable to existing
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Revolving Credit Loans, by the delivery to the Agent, not later than
9:30 a.m. Pittsburgh time (i) two (2) Business Days prior to the
proposed Borrowing Date (which shall be a Settlement Date) with
respect to the making of Revolving Credit Loans to which the Euro-Rate
Option applies or the conversion to or the renewal of the Euro-Rate
Option for any Revolving Credit Loans; and (ii) one (1) Business Day
prior to either the proposed Borrowing Date (which shall be a
Settlement Date) with respect to the making of a Revolving Credit Loan
to which the Base Rate Option or the Federal Funds Rate Option applies
or the last day of the preceding Interest Period with respect to the
conversion to the Base Rate Option or the Federal Funds Rate Option
for any Revolving Credit Loan, of a duly completed request therefor
substantially in the form of Exhibit 2.4(a) hereto or a request by
telephone immediately confirmed in writing by letter, facsimile or
telex (each, a "Revolving Credit Loan Request"), it being understood
that the Agent may rely on the Authorized Officer making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Revolving Credit Loan Request shall be irrevocable
and shall specify (i) the proposed Borrowing Date (which shall be a
Settlement Date); (ii) the aggregate amount of the proposed Revolving
Credit Loans comprising the Borrowing Tranche, which shall be in
integral multiples of $1,000,000 and not less than $2,000,000 for
Revolving Credit Loans to which the Euro-Rate Option applies and not
less than the lesser of $250,000 or the difference between the
Revolving Credit Commitments and the Revolving Facility Usage for
Revolving Credit Loans to which the Revolving Credit Base Rate Option
or Revolving Credit Federal Funds Rate Option applies; (iii) whether
the Euro-Rate Option, the Federal Funds Rate Option or the Base Rate
Option shall apply to the proposed Revolving Credit Loans comprising
the Borrowing Tranche; and (iv) in the case of Revolving Credit Loans
to which the Euro-Rate Option applies, an appropriate Interest Period
for the proposed Revolving Credit Loans comprising the Borrowing
Tranche.
(b) Swing Loans.
Except as otherwise provided herein, the Borrower may from
time to time prior to the Expiration Date request Swing Loans not
later than 11:00 a.m. Pittsburgh time on the proposed Borrowing Date
by written request to PNC substantially in the form of Exhibit 2.4(a)
hereto or a request by telephone immediately confirmed in writing by
letter, facsimile or telex (each, a "Swing Loan Request"), it being
understood that PNC may rely on the authority of any person making a
telephonic request without the necessity of receipt of written
confirmation. Each Swing Loan Request shall be irrevocable and shall
specify (i) the proposed Borrowing Date (which shall be a Settlement
Date); (ii) the aggregate amount of the proposed Swing Loans
comprising the Borrowing
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Tranche; and (iii) whether the Base Rate Option or the Federal Funds
Rate Option shall apply to the proposed Swing Loans comprising the
Borrowing Tranche"
D. Borrowings to Repay Swing Loans.
Section 2.9 (Borrowings to Repay Swing Loans) is hereby amended
and restated to read as set forth below:
"2.9 Borrowings to Repay Swing Loans.
PNC may at its option, exercisable at any time for any reason
whatsoever, demand repayment of the Swing Loans, and each Bank shall
make a Revolving Credit Loan in an amount sufficient to result in each
Bank having its Ratable Share of all outstanding Revolving Credit
Loans after repayment of the Swing Loans under this Section D,
provided that no Bank shall be obligated in any event to make
Revolving Credit Loans in excess of its Revolving Credit Commitment.
Revolving Credit Loans made under this Section shall bear interest at
the Base Rate Option or Federal Funds Rate Option as applicable to the
Swing Loan being repaid and shall be deemed to have been properly
requested in accordance with Section 2.4(c) without regard to any of
the requirements of that provision. PNC shall provide notice to the
Banks (which may be telephonic or written notice by letter, facsimile
or telex) that such Revolving Credit Loans are to be made under this
Section D and of the apportionment among the Banks, and the Banks
shall be unconditionally obligated to fund such Revolving Credit Loans
(whether or not the conditions specified in Section 7.2 are then
satisfied) by 3:00 p.m. Pittsburgh time on the Business Day on which
the Banks receive PNC's notice provided that PNC has delivered such
notice by 12:00 noon on such Business Day, and if PNC delivers such
notice after 12:00 noon on such Business Day, then by 3:00 p.m.
Pittsburgh time on the Business Day next succeeding the date on which
the Banks receive such notice from PNC."
E. Interest Rate Options (Section 4.1).
The first Paragraph of Section 4.1 (Interest Rate Options),
beginning "The Borrower" and ending "the Revolving Credit Loans" is hereby
amended and restated to read as follows:
"The Borrower shall pay interest in respect of the
outstanding unpaid principal amount of the Loans as selected by it
from the Revolving Credit Base Rate Option, Revolving Credit Federal
Funds Rate Option or Revolving Credit Euro-Rate Option set forth below
applicable to the Revolving Credit Loans or the Term Loan Base Rate
Option or Term Loan Euro-Rate Option set forth below applicable to the
Term Loans, it being understood that subject to the provisions of this
Agreement, the Borrower may select different Interest Rate
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Options and different Interest Periods to apply simultaneously to the
Loans comprising different Borrowing Tranches and may convert to or
renew one or more Interest Rate Options with respect to all or any
portion of the Loans comprising any Borrowing Tranche provided that
there shall not be at any one time outstanding more than seven (7)
Borrowing Tranches in the aggregate (including the Base Rate Option
Borrowing Tranche and the Federal Funds Rate Option Borrowing Tranche,
each of which shall be deemed to be one Borrowing Tranche). The
Borrower shall have the right to select between the Base Rate Option
and the Federal Funds Rate Option to be applicable to the Swing Loans.
The Borrower shall have the right to select from the following
Interest Rate Options applicable to the Revolving Credit Loans:"
F. Revolving Credit Federal Funds Rate Option (New Section
4.1(a)(iii)).
A new Section 4.1(a)(iii) is hereby added to the Credit Agreement
to immediately follow Section 4.1(a)(ii) and shall read as follows:
"(iii) Revolving Credit Federal Funds Rate Option.
A fluctuating rate per annum (computed on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed)
equal to the Federal Funds Effective Rate plus a percentage rate per
annum (the "Revolving Credit Federal Funds Rate Spread"), which shall
be based on the Leverage Ratio Level then in effect as set forth in
the grid below. The Federal Funds Effective Rate shall change
automatically from time to time and the Revolving Credit Federal Funds
Rate Spread shall change at the times described below.
Leverage Ratio Level in Effect Revolving Credit Federal Funds-Rate Spread
------------------------------ ------------------------------------------
I .75%
II .875%
III 1.00%
IV 1.125%
V 1.375%
VI 1.625%
The Revolving Credit Federal Funds Rate Spread applicable to all Revolving
Credit Loans outstanding under the Revolving Credit Federal Funds Option
shall change on the effective date of any change in the Leverage Ratio
Level pursuant to the definition of Leverage Ratio Level."
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G. Default Interest.
The words "and Swing Loans" which appear in the first sentence of
Section 4.3 (Default Interest) immediately after the words, "at a rate per annum
equal to two hundred (200) basis points (2% per annum) above the rate payable on
Revolving Credit Loans subject to the Base Rate Option" and before the words
"from time to time" are hereby deleted.
H. Interest Payment Dates (Section 5.3).
Section 5.3 (Interest Payment Dates) is hereby amended and restated to
read as follows:
"5.3 Interest Payment Dates.
Interest on Loans to which a Base Rate Option or the Federal
Funds Rate Option applies shall be due and payable in arrears on the first
Business Day of each October, January, April and July after the date
hereof, on the Expiration Date and upon acceleration of the Notes. Interest
on Loans to which a Euro-Rate Option applies shall be due and payable on
the last day of each Interest Period for those Loans and, if such Interest
Period is longer than three months, also on each quarterly anniversary of
such first day of such Interest Period."
I. Voluntary Prepayments (Section 5.4).
Clause (i) of subsection (a) of Section 5.4 (Voluntary Prepayments) is
hereby amended and restated to read as follows:
"(i) on any Business Day with respect to the Swing Loans and on
any day which is a Settlement Date with respect to any Revolving Credit
Loan to which the Federal Funds Rate Option applies or to any Revolving
Credit Loan or Term Loan to which the Base Rate Option applies,"
The last paragraph of clause (a) of Section 5.4, which begins "Unless
otherwise specified" and ends "subject to Section 5.5(b) hereof", is hereby
amended and restated to read as set forth below:
"Unless otherwise specified by Borrower with respect to
prepayments of the Euro-Rate Portion of the Loans permitted under (ii) or
(iii) above, all prepayments shall be applied first to Loans subject to the
Base Rate Option, then to Loans subject to the Federal Funds Rate Option
and then to the Loans subject to the Euro-Rate Option, subject to Section
5.5(b) hereof."
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J. Mandatory Prepayments--Application Among Interest Rate Options
(Section 5.7(e)).
Section 5.7(e), Application Among Interest Rate Options, is hereby
amended and restated to read as follows:
"All prepayments required pursuant to this Section 5.7 shall
first be applied among the Interest Rate Options to the principal amount of
the Loans subject to a Base Rate Option, then to Loans subject to the
Federal Funds Rate Option and then to Loans subject to the Euro-Rate
Option. In accordance with Section 5.5(b), the Borrower shall indemnify the
Banks for any loss or expense, including loss of margin, incurred with
respect to any such prepayments applied against Loans subject to a
Euro-Rate Option on any day other than the last day of the applicable
Interest Period."
K. Amendments to Exhibits.
The following exhibits to the Credit Agreement are hereby amended and
restated in the form of such exhibits attached hereto:
Exhibit 2.4(a) - Revolving Credit Loan Request
Exhibit 2.4(b) - Swing Loan Request
5. AMENDMENTS RELATED TO NEW STOCK OPTION PLANS AND CHANGES IN THE OWNERSHIP
OF THE BORROWER.
A. Capitalization and Ownership.
The warranty contained in Section 6.1(b) is hereby amended and
restated to read as follows:
"(b) Capitalization and Ownership.
The authorized capital stock of Borrower consists of 25,000,000
shares of Voting Common Stock, which are issued, outstanding and owned as
indicated on Schedule 6.1 (b) hereto, 5,000,000 shares of Nonvoting Common
Stock, 4,100,079 of which are issued and outstanding on the Closing Date
and 1,000,000 shares of preferred stock (collectively "Borrower Shares"),
none of which are issued and outstanding. There are no options, warrants or
other rights outstanding to purchase any such Borrower Shares, except
pursuant to the Company's 1994 Long Term Incentive Plan, 1997 Non-Employee
Director Stock Option Plan and 1997 Executive Deferred Compensation Stock
Option Plan. Borrower is not a party to any agreement respecting the right
of the holders of the Borrower Shares to vote such Borrower Shares, except
for the Voting Agreement
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of CVC and MVA. The Borrower has delivered a true and correct copy of the
Voting Agreement to the Agent."
B. Amendment to Schedules.
The text of item 4 (Employment Agreement of Xxxxxx Xxxxx) on Schedule
6.1(q), Material Contracts, is hereby deleted and the words "intentionally
omitted" are inserted in lieu thereof. The following schedules (or portions of
schedules) to the Credit Agreement are hereby amended and restated in the form
of such schedules (or such portions of schedules) attached hereto:
Schedule 6.1 (b) - Holders of Voting Common Stock of
Borrower
Schedule 6.1(q) (Page 4 only) - Material Contracts.
6. AMENDMENTS AND WAIVERS RELATED TO TRANSFERS OF CERTAIN INTELLECTUAL
PROPERTY FROM CBCC TO XXXXXXX TUBE.
A. Dispositions of Assets of the Loan Parties. A new clause (viii) is
hereby added to Section 8.2(h), Dispositions of Assets of the Loan Parties, to
read as set forth below and to follow clause (vii) and clauses (viii) and (ix)
are renumbered as clauses (ix) and (x), respectively.
"(ix) any sale, transfer or lease of assets by one Loan Party to
another Loan Party;"
B. Liquidations, Mergers, Consolidations, Acquisitions. Clause (1),
Transaction With Other Loan Parties, of Section 8.2(j), Liquidations, Mergers,
Consolidation, Acquisitions, is hereby amended and restated to read as set forth
below:
"(1) Transactions Among Loan Parties. Any Loan Party other than the
Borrower may merge into another Loan Party or the Borrower and any Loan
Party may acquire by purchase, lease or otherwise all or substantially all
of the assets or capital stock of another Loan Party other than the
Borrower, provided that if any Loan Party acquires any stock of another
Loan Party the acquirer shall amend Schedule A to the Pledge Agreement and
deliver to the Agent the certificates representing the new or acquired
shares, together with appropriate executed undated stock powers, at least
two(2) Business Days before the date on which such acquirer acquires such
shares."
C. Affiliate Transactions.
Section 8.2(k), Affiliate Transactions, is hereby amended and restated
to read as follows:
"(k) Affiliate Transactions.
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Each of the Loan Parties shall not enter into or carry out any
transaction with or among any Affiliates (including, without limitation,
purchasing property or services from, or selling property or services to,
any Affiliate, Unrestricted Subsidiary, Unrestricted Joint Venture or other
Person, but excluding compensation arrangements approved by such Loan
Party's board of directors, Equity Contributions permitted under Section
8.2(g) and transactions solely by and among Loan Parties), unless such
transaction is not otherwise prohibited by this Agreement and is entered
into in the ordinary course of business upon arm's length terms and
conditions and is in accordance with all applicable Law.
D. Waivers.
The Banks hereby waive any violations of Sections 8.2(h), (j) and (k)
of the Credit Agreement by the Loan Parties resulting from the transactions
described in Section II of the June 7, 1997 Letter to the extent any such
transaction occurred prior to the effective date of this Amendment.
E. Schedules.
The following schedules (or portions of schedules) to the Credit
Agreement are hereby amended and restated in the form of such schedules (or such
portions of schedules) attached hereto:
Schedule 6.1 (c) Subsidiaries of Borrower
Page 3 of Schedule 6.1(m) - Patents, Trademarks, Copyrights and
Licenses
Schedule A to the Pledge Agreement, Description of Stock Pledged as
Collateral, is hereby amended and restated in the form of such Schedule A to the
Pledge Agreement attached hereto.
7. AMENDMENTS RELATED TO CHANGE OF NAME OF THE BORROWER.
It is acknowledged that the Borrower changed its name, effective May
14, 1997, from "Chase Brass Industries, Inc." to "Chase Industries Inc." All
references to "Chase Brass Industries, Inc." contained in the Credit Agreement,
or the exhibits or schedules thereto, the Notes, the Intercompany Loan
Subordination Agreement, the Intercompany Notes, the Agent's Fee Letter, any
Application, the Guaranty Agreement, the Pledge Agreement and any other Loan
Document are hereby amended to read: "Chase Industries Inc." The Borrower is
hereby instructed to revise appropriately the references to the Borrower in all
compliance certificates, notice certificates, loan requests and other documents
which the Borrower delivers to the Agent or the Banks after May 14, 1997 to
reflect the foregoing name change, provided that it is
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acknowledged that any reference to "Chase Brass Industries, Inc." in any such
documents shall be deemed to refer to Chase Industries Inc.
8. AMENDMENT TO ADDRESSES FOR NOTICES.
Schedule 11.6, Addresses for Notices, is hereby amended and restated to
read as set forth on Schedule 11.6 hereto.
9. EFFECTIVE DATE OF CHANGES IN INTEREST RATES AND COMMITMENT Fees.
The Applicable Percentage (with respect to Commitment Fees) and Revolving
Credit Euro-Rate Spread and Term Loan Euro-Rate Spread shall change in
accordance with the grids set forth in Section 2 of this Amendment on June 16,
1997.
10. REPRESENTATIONS AND WARRANTIES.
The Borrower hereby represents and warrants to Banks that after giving
effect to this Amendment, the representations and warranties of Borrower
contained in the Credit Agreement are true and correct on and as of the date
hereof with the same force and effect as though made by Borrower on such date,
except to the extent that any such representation or warranty expressly relates
solely to a previous date. After giving effect to this Amendment, the Borrower
is in compliance with all terms, conditions, provisions, and covenants contained
in the Loan Agreement and the execution, delivery, and performance of this
Amendment have been duly authorized by all necessary corporate action, require
no governmental approval, and will neither contravene, conflict with, nor result
in the breach of any law, charter, articles, or certificate of incorporation,
bylaws, or agreement governing or binding upon Borrower or any of its property;
and, no Event of Default or Potential Default has occurred and is continuing or
would result from the making of this Amendment.
11. ASSIGNMENT OF NATIONAL CITY BANK INTEREST.
The parties hereto acknowledge that National City Bank is selling and
assigning its outstanding Loans and Commitment and other rights and interests
under the Credit Agreement (the "NCB Interest") to PNC Bank, National
Association effective on the effective date of this Amendment.
12. CONDITIONS OF EFFECTIVENESS OF AMENDMENT.
This Amendment shall be effective upon execution by each of the Borrower,
the Guarantors, the Banks and the Agent and the satisfaction of all of the
following conditions:
A. Representations and Warranties.
The representations and warranties contained in Section 6 of this
Amendment shall be true and correct.
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B. Secretary's Certificate.
There shall be delivered to the Agent for the benefit of each Bank a
certificate dated the effective date of this Amendment and signed by the
Secretary or an Assistant Secretary of each of the Loan Parties, certifying as
appropriate as to:
(i) all action taken by each Loan Party in connection with this
Amendment; and
(ii) the names of the officer or officers authorized to sign this
Amendment and the true signatures of such officer or officers.
C. Opinion of Counsel.
There shall be delivered to the Agents for the benefit of each Bank
written opinion of counsel for the Borrower and its Subsidiaries dated as of the
effective date of this Amendment and in form and substance satisfactory to the
Agents and their counsel as to the matters set forth in Exhibit 7(C) hereto.
D. Schedules and Exhibits.
The Borrower shall have delivered to the Agent each of the Schedules
to this Amendment and the parties shall have completed and attached hereto each
of the Exhibits to this Amendment.
E. Deliveries Under the Pledge Agreement.
The Borrower or CBCC shall deliver to the Agent for the benefit of the
Banks the following documents:
(a) New Stock Certificates and Stock Powers--Shares of Xxxxxxx Tube
Owned by CBCC. New stock certificate for 965 shares of common
stock of Xxxxxxx Tube in issued to CBCC, together with an
appropriate stock power signed and undated.
(b) UCC-1 Financing Statements--CBCC as Debtor--UCC-1 financing
statements in forms acceptable to the Agent executed by CBCC, as
debtor, to be filed in all applicable jurisdictions as necessary
to perfect the Agent's security interest in the pledged shares
described in clause (a) above. Such jurisdictions shall include
the Secretary of State of Ohio and the Xxxxxxxx County Ohio
recorder's office.
(c) New Stock Certificates and Stock Powers--Shares of Xxxxxxx Tube
and CBCC Owned by the Borrower. New stock certificates for the
shares held by the Borrower in the Subsidiaries listed below.
Each such new
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certificate shall name "Chase Industries, Inc." (and not "Chase
Brass Industries, Inc.") as the owner of such shares and shall be
accompanied by an appropriate stock power relating to such
certificate which shall be signed but not dated. (The Agent shall
return to the Loan Parties the stock certificates for such shares
and the related stock powers currently in the possession of the
Agent.)
Company Shares
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CBCC 1,000 shares of common stock
Xxxxxxx Tube 1,000 shares of common stock
(d) UCC-1 Statements and Amendments--Borrower as Debtor. Amendments
to the following financing statements, and/or new financing
statements replacing or supplementing such statements, in forms
acceptable to the Agent, changing the name of the debtor thereon
from "Chase Brass Industries, Inc." to "Chase Industries, Inc.":
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SECURED FILING FILE DATE
DEBTOR PARTY OFFICE NUMBER FILED
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CBI Agent Secretary of State - 180172 9/11/96
New York
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CBI Agent City Register, New 96PN40713 9/13/96
York County, NY
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CBI Agent Secretary of State - AN02150 9/11/96
Ohio
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CBI Agent Recorder, Xxxxxxxx 59149 9/11/96
County, OH
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13. REFERENCES TO CREDIT AGREEMENT; INCONSISTENCY.
On and after the effective date of this Amendment, any reference to the
Credit Agreement in any document, instrument, or agreement shall hereafter mean
and include the Credit Agreement as amended hereby. In the event of
inconsistency between the terms or provisions hereof and the terms or provisions
of the Credit Agreement or any Loan Document, the terms and provisions hereof
shall control.
14. FORCE AND EFFECT.
Each of the Guarantors and the Borrower reconfirms, restates, and ratifies
the Credit Agreement and all other documents executed in connection therewith
except to the extent any
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16
such documents are expressly modified by this Amendment and confirms that all
such documents have remained in full force and effect since the date of their
execution.
15. GOVERNING LAW.
This Amendment shall be deemed to be a contract under the laws of the
Commonwealth of Pennsylvania and for all purposes shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Pennsylvania without regard to its conflict of laws principles.
16. COUNTERPARTS.
This Amendment may be signed in any number of counterparts each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.
[SIGNATURES BEGIN ON NEXT PAGE]
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17
[SIGNATURE PAGE 1 OF 3 TO FIRST AMENDMENT]
BORROWER:
ATTEST: CHASE INDUSTRIES INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------- --------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Title: Executive Secretary Title: Chief Financial Officer
-------------------------------- -----------------------------------
GUARANTORS:
ATTEST: CHASE BRASS & COPPER COMPANY,
INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------- --------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Title: Executive Secretary Title: Chief Financial Officer
-------------------------------- -----------------------------------
ATTEST: XXXXXXX TUBE COMPANY, INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------- --------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Title: Executive Secretary Title: Chief Financial Officer, Vice
-------------------------------- -----------------------------------
President and Assistant Treasurer
-----------------------------------
ATTEST: HOLCO CORPORATION
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------- --------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Title: Executive Secretary Title: Chief Financial Officer, Vice
-------------------------------- -----------------------------------
President and Assistant Treasurer
-----------------------------------
18
[SIGNATURE PAGE 2 OF 3 TO FIRST AMENDMENT]
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as the Agent
By: /s/ Xxxx Xxxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxxx
-----------------------------------
Title: Vice-President
----------------------------------
ABN AMRO BANK N.V.
By: ABN AMRO NORTH AMERICA,
INC., its agent
By: /s/ Xxxxxxxxxxx X. Helmicci
-----------------------------------
Name: Xxxxxxxxxxx X. Helmicci
-----------------------------------
Title: Vice President
----------------------------------
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------------
Title: Group Vice President and
----------------------------------
Operational Manager
----------------------------------
COMERICA BANK
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------
Name: Xxx X. Xxxxxxxx
-----------------------------------
Title: First Vice President
----------------------------------
19
[SIGNATURE PAGE 3 OF 3 TO FIRST AMENDMENT]
IBJ XXXXXXXX BANK & TRUST
COMPANY
By: /s/ Xxxx XxXxxxxxxx
-----------------------------------
Name: Xxxx XxXxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
NATIONAL CITY BANK
By: /s/ X. X. Xxxxxx
-----------------------------------
Name: X. X. Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
NBD BANK
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
STAR BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
