Exhibit 4.14.1
RESTRUCTURING AGREEMENT
This RESTRUCTURING AGREEMENT, dated as of July 15, 2002 (this
"Agreement"), is entered into by and among:
(a) AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
("Borrower");
(b) the Guarantors, as hereinafter defined, that are parties
hereto (together with Borrower, collectively, the "Credit
Parties");
(c) the Line of Credit Lenders, as hereinafter defined;
(d) the Existing Credit Agreement Agent, as hereinafter defined,
and the Existing Credit Agreement Banks, as hereinafter
defined;
(e) the Noteholders, as hereinafter defined (the Line of Credit
Lenders, the Existing Credit Agreement Agent, the Existing
Credit Agreement Banks, and the Noteholders are collectively
referred to herein as the "Restructuring Lenders"); and
(f) the Collateral Agent, as hereinafter defined.
PRELIMINARY STATEMENTS:
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1. The Credit Parties and the Restructuring Lenders are parties to certain
Restructuring Lender Documents, as hereinafter defined, pursuant to which the
Restructuring Lenders have made certain loans and other extensions of credit all
on the terms and conditions set forth in the Restructuring Lender Documents.
2. Borrower has informed the Restructuring Lenders that it will be unable to
comply with certain provisions of the Restructuring Lender Documents.
3. Borrower, the LIFO Lenders (as hereinafter defined), the Restructuring
Lenders, and the Collateral Agent are parties to the Subordination, Waiver and
Consent Agreement, dated as of June 5, 2001 (as the same may from time to time
be amended, restated or otherwise modified, the "Subordination Agreement").
4. In connection with the foregoing, the Credit Parties have requested that
the Restructuring Lenders enter into this Agreement.
AGREEMENT:
In consideration of the premises and the mutual covenants contained in
this Agreement, and other good and valuable consideration the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions.
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1.1 Definitions. As used in this Agreement, the following terms have the
following meanings:
"Additional Prepayment" has the meaning set forth in Section
3.5(a) hereof.
"Applicable Restructuring Fee Rate" means the applicable
number of basis points, based upon the calculation of the Restructuring
Leverage Ratio for the most recently completed four fiscal quarters,
set forth below:
Restructuring Leverage Ratio
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Borrower's First Borrower's Second Borrower's Third Borrower's Fourth
Applicable Basis Fiscal Quarter of Fiscal Quarter of Fiscal Quarter of Fiscal Quarter of
Points 2003 2003 2003 2003
---------------------- -------------------- -------------------- --------------------- --------------------
20 basis points Greater than or Greater than or Greater than or Greater than or
equal to 6.25 to equal to 5.75 to equal to 5.50 to equal to 5.25 to
1.00 1.00 1.00 1.00
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15 basis points Greater than or Greater than or Greater than or Greater than or
equal to 6.00 to equal to 5.50 to equal to 5.25 to equal to 5.00 to
1.00, but less 1.00, but less 1.00, but less than 1.00, but less
than 6.25 to 1.00 than 5.75 to 1.00 5.50 to 1.00 than 5.25 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
10 basis points Greater than or Greater than or Greater than or Greater than or
equal to 5.75 to equal to 5.25 to equal to 5.00 to equal to 4.75 to
1.00, but less 1.00, but less 1.00, but less than 1.00, but less
than 6.00 to 1.00 than 5.50 to 1.00 5.25 to 1.00 than 5.00 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
5 basis points Greater than or Greater than or Greater than or Greater than or
equal to 5.50 to equal to 5.00 to equal to 4.75 to equal to 4.50 to
1.00, but less 1.00, but less 1.00, but less than 1.00, but less
than 5.75 to 1.00 than 5.25 to 1.00 5.00 to 1.00 than 4.75 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
The Applicable Restructuring Fee Rate may be adjusted to levels acceptable to
the Required Lenders after, and based upon a review of, the Budget, which
adjustment shall be effective upon delivery by the Required Lenders of written
notice of such adjustment to Borrower.
"Budget" means a budget, including monthly and quarterly balance sheets, income
statements and cash flow statements on a consolidated and by plant basis and
otherwise in form and detail satisfactory to the Required Lenders, that details
Borrower's projected costs, expenses, other expenditures, capital requirements
and financial performance forecast for Borrower's 2003 fiscal year.
"Collateral Agent" means KeyBank National Association, in its capacity as
Collateral Agent under the Restructuring Lender Collateral Documents, together
with its successors and assigns in such capacity.
"Commitment Letter" has the meaning set forth in Section 3.9(b) hereof.
"Committed Debt" means, as of any date, the sum of (a) Funded Indebtedness (as
defined in the Existing Credit Agreement), plus (b) the difference between (i)
the Maximum Amount (as defined in the LIFO Credit Agreement) and (ii) the
aggregate principal amount of Revolving Loans (as defined in the LIFO Credit
Agreement) outstanding under the LIFO Credit Agreement, minus (c) the aggregate
amount of cash on deposit in the Cash Collateral Account, as defined in the LIFO
Restructuring Agreement.
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"Companies" means, collectively, Borrower and each Subsidiary.
"Creditor Documents" means, collectively, the LIFO Lender Documents and the
Restructuring Lender Documents.
"Creditors" means, collectively, the LIFO Lenders and the Restructuring Lenders.
"CTC Forbearance Agreement" means the Forbearance and Waiver Agreement among
Borrower, the LIFO Agent, on behalf of and for the benefit of the LIFO Banks,
and Bank One, Indiana, National Association on behalf of itself and as CTC Agent
(as defined therein) for the benefit of and on behalf of the CTC Banks (as
defined therein), dated as of June 5, 2001, as the same may from time to time be
amended, restated or otherwise modified.
"Domestic EBITDA" means Consolidated EBITDA (as defined in the Existing Credit
Agreement as in effect on the date hereof) less the amounts used in calculating
Consolidated EBITDA that are attributed to Foreign Subsidiaries.
"Effective Date" has the meaning set forth in Section 6 hereof.
"Existing Bank Noncompliance Events" has the meaning set forth in Section 2.2
hereof.
"Existing Credit Agreement" means the Credit Agreement, dated as of August 14,
1997, among Borrower, the Existing Credit Agreement Banks and the Existing
Credit Agreement Agent, as amended and as the same may from time to time be
further amended, restated or otherwise modified.
"Existing Credit Agreement Agent" means KeyBank National Association, as Agent
for the Existing Credit Agreement Banks, together with its successors and
assigns in such capacity.
"Existing Credit Agreement Banks" means the lenders party to the Existing Credit
Agreement, together with their respective successors and assigns in such
capacity.
"Existing Credit Agreement Loan Documents" means the Loan Documents, as defined
in the Existing Credit Agreement.
"Existing Credit Agreement Obligations" means all indebtedness and other
obligations incurred by Borrower or any other Company to the Existing Credit
Agreement Agent or the Existing Credit Agreement Banks pursuant to the Existing
Credit Agreement, whether for principal, premium, interest, fees, costs or
indemnities, and whether now existing or hereafter arising.
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"Foreign Subsidiary" means a Subsidiary that is organized outside of the United
States.
"Guarantor" means any Person that pledges its credit or property in any manner
for the payment or other performance of any of the LIFO Lender Obligations or
Restructuring Lender Obligations.
"Intercreditor Agreement" means the Collateral Agency and Intercreditor
Agreement, dated as of June 5, 2001, by and among the Existing Credit Agreement
Agent, the Existing Credit Agreement Banks, the Noteholders, the Line of Credit
Lenders and the Collateral Agent, as the same may from time to time be amended,
restated or otherwise modified.
"Lien" means any mortgage, security interest, lien (statutory or other), charge,
encumbrance on, pledge or deposit of, or conditional sale, leasing, sale with a
right of redemption or other title retention agreement and any capitalized lease
with respect to any property (real or personal) or asset.
"LIFO Credit Agreement" means the Last-In-First-Out Credit Agreement, dated as
of June 5, 2001, among Borrower, the LIFO Credit Agreement Banks and the LIFO
Credit Agreement Agent, as amended and as the same may from time to time be
further amended, restated or otherwise modified.
"LIFO Credit Agreement Agent" means KeyBank National Association, as Agent for
the LIFO Credit Agreement Banks, together with its successors and assigns.
"LIFO Credit Agreement Banks" means the lenders parties to the LIFO Credit
Agreement, together with their respective successors and assigns.
"LIFO Lender Collateral" means any property, whether tangible or intangible, at
any time securing the LIFO Lender Obligations, or any part thereof.
"LIFO Lender Collateral Documents" means the Security Documents, as defined in
the LIFO Credit Agreement, together with all other documents, instruments or
agreements executed in connection with any security interest or Lien granted, or
otherwise obtained, on or in connection with the LIFO Lender Collateral, or any
part thereof.
"LIFO Lender Documents" means, collectively, the LIFO Credit Agreement, the LIFO
Lender Collateral Documents, the other Loan Documents, as defined in the LIFO
Credit Agreement, and the Subordination Agreement, together with all other
documents, instruments or agreements executed in connection with any of the
foregoing, as the same may from time to time be amended, restated or otherwise
modified.
"LIFO Lender Obligations" means all indebtedness or other obligations incurred
by Borrower or any other Company to the LIFO Lenders pursuant to the LIFO Credit
Agreement, whether for principal, premium, interest, fees, costs or indemnities,
and whether now existing or hereafter arising.
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"LIFO Lenders" means, collectively, the LIFO Credit Agreement Agent and the LIFO
Credit Agreement Banks.
"LIFO Restructuring Agreement" means the LIFO Restructuring Agreement, dated as
of the date hereof, among Borrower and the LIFO Lenders, as the same may from
time to time be amended, restated or otherwise modified.
"Line of Credit Documents" means the promissory notes and other agreements
evidencing the Line of Credit Obligations.
"Line of Credit Lenders" means the Line of Credit Lenders, as defined in the
Existing Credit Agreement.
"Line of Credit Obligations" means all indebtedness or other obligations
incurred by Borrower or any other Company to the Line of Credit Lenders pursuant
to the Line of Credit Documents, whether for principal, interest, fees, costs or
indemnities, and whether now existing or hereafter arising.
"Northwestern" means The Northwestern Mutual Life Insurance Company, together
with its successors and assigns.
"Northwestern Note Agreement" means the Note Agreement, dated as of November 1,
1995, pursuant to which Borrower has issued to Northwestern certain $25,000,000
10.09% Senior Notes Due November 7, 2003, as amended and as the same may from
time to time be further amended, restated or otherwise modified.
"Note Agreements" means, collectively, the Principal Note Agreement and the
Northwestern Note Agreement.
"Noteholders" means, collectively, Principal and Northwestern.
"Noteholder Obligations" means all indebtedness or other obligations incurred by
Borrower or any other Company to the Noteholders pursuant to the Note Agreements
and the Notes issued thereunder, whether for principal, premium, interest, fees,
costs or indemnities, and whether now existing or hereafter arising.
"Person" means any individual, sole proprietorship, partnership, joint venture,
unincorporated organization, corporation, limited liability company,
institution, trust, estate, government or other agency or political subdivision
thereof or any other entity.
"Principal" means Principal Life Insurance Company, together with its successors
and assigns.
"Principal Note Agreement" means the Note Agreement, dated as of November 1,
1995, pursuant to which Borrower has issued to Principal certain $25,000,000
10.09% Senior Notes Due November 7, 2003, as amended and as the same may from
time to time be further amended, restated or otherwise modified.
"Refinancing" has the meaning set forth in Section 3.9(b) hereof.
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"Refinancing Package" has the meaning set forth in Section 3.9(a) hereof.
"Refinancing Rejection Fee" has the meaning set for the in Section 3.9 hereof.
"Refinancing Report" has the meaning set forth in Section 3.9(c) hereof.
"Refinancing Requirements" has the meaning set forth in Section 3.9(c) hereof.
"Required Existing Banks" means the Majority Banks, as defined in the Existing
Credit Agreement.
"Required Lenders" means Required Lenders, as defined in the Intercreditor
Agreement.
"Restructuring Fee" has the meaning set forth in Section 3.4 hereof.
"Restructuring Lender Collateral" means any property, whether tangible or
intangible, at any time securing the Restructuring Lender Obligations, or any
part thereof.
"Restructuring Lender Collateral Documents" means the Collateral Documents, as
defined in the Existing Credit Agreement, together with all other documents,
instruments or agreements executed in connection with any security interest or
Lien granted, or otherwise obtained, on or in connection with the Restructuring
Lender Collateral, or any part thereof.
"Restructuring Lender Documents" means, collectively, the Existing Credit
Agreement, the Existing Credit Agreement Loan Documents, the Note Agreements,
the Line of Credit Documents the Restructuring Lender Collateral Documents, the
Intercreditor Agreement, and the Subordination Agreement, together with all
other documents, instruments or agreements executed in connection with any of
the foregoing, as the same may from time to time be amended, restated or
otherwise modified.
"Restructuring Lender Liens" means the Liens granted to the Collateral Agent,
for the benefit of the Restructuring Lenders, in the Restructuring Lender
Collateral pursuant to the Restructuring Lender Collateral Documents, or any
other Lien granted to or acquired by any Person that by its terms secures the
Restructuring Lender Obligations, or any part thereof.
"Restructuring Lender Obligations" means, collectively, (a) the Existing Credit
Agreement Obligations, (b) the Noteholder Obligations, (c) the Line of Credit
Obligations, and (d) all indebtedness or other obligations owing by the
Companies to the Collateral Agent or any Restructuring Lender pursuant to the
Restructuring Lender Collateral Documents.
"Restructuring Leverage Ratio" means, at any time, the ratio of (a) Committed
Debt, to (b) Consolidated EBITDA (as defined in the Existing Credit Agreement as
in effect on the date hereof) for the most recently completed four fiscal
quarters.
"Restructuring Period" has the meaning set forth in Section 3.1 hereof.
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"Strategic Plan" has the meaning set forth in Section 3.7 hereof.
"Subject Line of Credit Noncompliance Events" has the meaning set forth in
Section 2.2 hereof.
"Subject Noncompliance Events" means, collectively, the Existing Bank
Noncompliance Events, Subject Line of Credit Noncompliance Events and Subject
Noteholder Noncompliance Events.
"Subject Noteholder Noncompliance Events" has the meaning set forth in Section
2.2 hereof.
"Subordination Agreement" has the meaning set forth in the Preliminary
Statements of this Agreement.
"Subsidiary" of Borrower or any of its Subsidiaries means (a) a corporation more
than 50% of the Voting Power of which is owned, directly or indirectly, by
Borrower or by one or more other subsidiaries of Borrower or by Borrower and one
or more subsidiaries of Borrower, (b) a partnership or limited liability company
of which Borrower, one or more other subsidiaries of Borrower or Borrower and
one or more subsidiaries of Borrower, directly or indirectly, is a general
partner or managing member, as the case may be, or otherwise has the power to
direct the policies, management and affairs thereof, or (c) any other Person
(other than a corporation) in which Borrower, one or more other subsidiaries of
Borrower or Borrower and one or more subsidiaries of Borrower, directly or
indirectly, has at least a majority interest in the Voting Power or the power to
direct the policies, management and affairs thereof.
"Termination Date" shall have the meaning set forth in Section 3.1 hereof.
"Termination Event" has the meaning set forth in Section 3.11 hereof.
"Voting Power" means, with respect to any Person, the exclusive ability to
control, through the ownership of shares of capital stock, partnership
interests, membership interests or otherwise, the election of members of the
board of directors or other similar governing body of such Person, and the
holding of a designated percentage of Voting Power of a Person means the
ownership of shares of capital stock, partnership interests, membership
interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or
similar governing body of such Person.
1.2 Plural Terms. The foregoing definitions shall be applicable to the singular
and plurals of the foregoing defined terms.
SECTION 2. CREDIT PARTY Acknowledgments.
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2.1 Outstanding Indebtedness. Each Credit Party acknowledges and confirms (a)
that Exhibit A hereto sets forth, as of the date hereof, the aggregate principal
amount of all outstanding indebtedness and the aggregate face amount of all
issued and outstanding letters of credit of the Credit Parties (or any thereof)
owing to each Restructuring Lender under the Creditor Documents and that such
amount, together with all interest thereon and fees related thereto, is not
subject to any defense, counterclaim, recoupment or offset of any kind and that
(b) each Credit Party's obligations in respect of such indebtedness and letter
of credit obligations are absolute and unconditional.
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2.2 Subject Noncompliance Events. Each Credit Party acknowledges that Borrower
has failed to comply with, or will fail to comply with, (a) the provisions of
the Existing Credit Agreement as set forth on Exhibit B hereto (the "Existing
Bank Noncompliance Events"), (b) the provisions of the Note Agreements as set
forth on Exhibit C hereto (the "Subject Noteholder Noncompliance Events"), and
(c) the provisions of the Line of Credit Documents as set forth on Exhibit D
hereto (the "Subject Line of Credit Noncompliance Events").
2.3 Continuing Noncompliance Events. Each Credit Party acknowledges that (a) the
Subject Noncompliance Events are and will be continuing and have not been waived
by virtue of any previous actions (or failure to act) by the Existing Credit
Agreement Agent, the Existing Credit Agreement Banks, the Noteholders or the
Line of Credit Lenders, as the case may be, or through any course of conduct or
course of dealing or otherwise, (b) as a result of the Subject Noncompliance
Events, the Restructuring Lenders, pursuant to their respective Restructuring
Lender Documents, have the right to, among other things, (i) terminate their
respective obligations (if any) to make any further loan or other extension of
credit, and (ii) accelerate the maturity of their respective Restructuring
Lender Obligations, as the case may be, and (c) no Restructuring Lender has any
obligation to enter into this Agreement.
SECTION 3. RESTRUCTURING PERIOD.
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3.1 Restructuring Period. During the Restructuring Period, except as
specifically set forth in this Section 3, the Restructuring Lenders signatory
hereto will not exercise any of their respective rights or remedies under the
Restructuring Lender Documents or applicable law with respect to the Subject
Noncompliance Events. For purposes of this Agreement, "Restructuring Period"
means the period commencing on the Effective Date and ending on the earlier of
(a) September 14, 2003 and (b) the date the Restructuring Period is terminated
upon the occurrence of any of the events described in Section 3.11 hereof (the
"Termination Date").
3.2 Loans and Letters of Credit. Notwithstanding anything to the contrary herein
or in any Restructuring Lender Document, during the during the Restructuring
Period, Borrower shall not request any loan, letter of credit or other extension
of credit from any Restructuring Lender pursuant to any of the Restructuring
Lender Documents, and no Restructuring Lender shall make any such loan, issue
any such letter of credit or grant any other extension of credit to Borrower;
provided, however, that Borrower may request an extension of an existing letter
of credit or the issuance of a new or replacement letter of credit so long as
the aggregate outstanding face amount of all letters of credit outstanding under
the Restructuring Lender Documents is not at any time in excess of the aggregate
outstanding face amount of all letters of credit that are available to Borrower
under the Restructuring Lender Documents prior to giving effect to this
Agreement.
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3.3 Interest Rates.
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(a) Notwithstanding the terms of the Existing Credit
Agreement, on and after the date hereof, (i) Borrower shall pay
interest on the unpaid principal amount of each (A) LIBOR Loan (as
defined in the Existing Credit Agreement) at a rate per annum equal to
the sum of the Adjusted LIBOR (as defined in the Existing Credit
Agreement) from time to time in effect plus 3.50%, and (B) Prime Rate
Loan (as defined in the Existing Credit Agreement) at a rate per annum
equal to the sum of the Adjusted Prime Rate (as defined in the Existing
Credit Agreement) from time to time in effect plus 2%; and (ii) after
the occurrence of a Termination Event, interest on all outstanding
Loans shall be payable at a rate per annum equal to 3.0% in excess of
the interest rate otherwise applicable to such Loan.
(b) Notwithstanding the terms of the Note Agreements and the
Notes (as defined in the Note Agreements), on and after the date
hereof, (i) Borrower shall pay interest on the unpaid principal amount
of each Note at a per annum rate of 10.09% and (ii) after the
occurrence of a Termination Event, interest on all outstanding Notes
shall be payable at a rate per annum equal to 2.0% in excess of the
interest rate otherwise applicable to such Note.
3.4 Fees. In addition to the fees set forth in any of the Creditor Documents,
Borrower shall pay to the Creditors, to be distributed on a pro rata basis, a
fee (the "Restructuring Fee") on each date that Borrower delivers its financial
statements for each of Borrower's fiscal quarters pursuant to Section 5.3(a) of
the Existing Credit Agreement and Sections 5.15(a) and (b) of the Note
Agreements, commencing with the financial statements for Borrower's fiscal
quarter ending on or about November 30, 2002, in an amount equal to the product
of (a) the Applicable Restructuring Fee Rate times (b) the Committed Debt
divided by four. For the avoidance of doubt, the Restructuring Fees payable
pursuant to this Section 3.4 are the same as and not in addition to the
restructuring fees payable pursuant to Section 3.4 of the LIFO Restructuring
Agreement.
3.5 Mandatory Prepayments.
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(a) In addition to any mandatory prepayment provisions in any
of the Creditor Documents, Borrower shall pay to the applicable
Creditors, as a mandatory prepayment on their respective LIFO Lender
Obligations and, if applicable, the Restructuring Lender Obligations,
the following amounts (collectively, the "Additional Prepayments") that
shall be applied to such obligations as set forth below:
(i) on February 28, 2003, $4,000,000; and
(ii) on August 31, 2003, $3,500,000.
(b) Each Additional Prepayment shall be applied, first, to the
LIFO Lender Obligations, if any, and, second, to the Restructuring
Lender Obligations, on a pro rata basis.
Provided, however, that the amount of any Additional Prepayment (A) will be
adjusted to reflect the impact of the sale of any business unit sold prior to
the dates set forth in subparts (i) and (ii) hereof, and (B) may be adjusted to
an amount reasonably acceptable to the Required Lenders after, and based upon a
review of, the Budget, which adjustment shall be effective upon delivery by the
Required Lenders of written notice of such adjustment to Borrower.
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3.6 Budget. On or before August 15, 2002, Borrower shall deliver the Budget to
each of the Restructuring Lenders.
3.7 Strategic Plan. Borrower will use commercially reasonable efforts to execute
and perform in a timely manner Borrower's strategic plan which includes the
disposal of certain non-strategic assets as presented to the Creditors (the
"Strategic Plan") and if Borrower shall fail at any time to be proceeding in a
timely and commercially reasonable manner, as determined by the Required Lenders
in their sole discretion, then Borrower will pay the Creditors, on a pro rata
basis, the fees agreed to between Borrower and the Creditors on the dates agreed
to between Borrower and the Creditors. In addition, Borrower shall engage an
investment banking firm, acceptable to the Required Lenders, that will, among
other things, assist Borrower in executing the Strategic Plan.
3.8 Financial Covenants. The Restructuring Lenders and Borrower agree that the
financial covenants set forth below shall replace the financial covenants set
forth in Section 5.7(b), (c) and (d) of the Existing Credit Agreement and
Section 5.7 of the Note Agreements. Borrower shall comply at all times with each
of the following:
(a) Adjusted Net Worth Ratio. Borrower shall not suffer or
permit at any time the Adjusted Net Worth Ratio (as defined in the
Existing Credit Agreement as in effect on the date hereof), for the
most recently completed four fiscal quarters of the Companies, to be
greater than (i) 12.00 to 1.00 for the four fiscal quarter period of
the Companies ending on or about August 31, 2002, (ii) 12.70 to 1.00
for the four fiscal quarter period of the Companies ending on or about
November 30, 2002, (iii) 13.90 to 1.00 for the four fiscal quarter
period of the Companies ending on or about February 28, 2003, (iv)
14.90 to 1.00 for the four fiscal quarter period of the Companies
ending on or about May 31, 2003, and (v) 15.60 to 1.00 for the four
fiscal quarter period of the Companies ending on or about August 31,
2003 and each four fiscal quarter period thereafter.
(b) Consolidated EBITDA. Borrower shall not suffer or permit
at any time Consolidated EBITDA (as defined in the Existing Credit
Agreement as in effect on the date hereof), for the most recently
completed four fiscal quarters of the Companies, to be less than (i)
$28,967,000 for the four fiscal quarter period of the Companies ending
on or about August 31, 2002, (ii) $32,412,000 for the four fiscal
quarter period of the Companies ending on or about November 30, 2002,
(iii) $35,735,000 for the four fiscal quarter period of the Companies
ending on or about February 28, 2003, (iv) $36,541,000 for the four
fiscal quarter period of the Companies ending on or about May 31, 2003,
and (v) $39,059,000 for the four fiscal quarter period of the Companies
ending on or about August 31, 2003.
(c) Domestic EBITDA. Borrower shall not suffer or permit at
any time Domestic EBITDA, for the most recently completed four fiscal
quarters of the Companies, to be less than (i) $28,719,000 for the four
fiscal quarter period of the Companies ending on or about August 31,
2002, (ii) $33,389,000 for the four fiscal quarter period of the
Companies ending on or about November 30, 2002, (iii) $36,413,000 for
the four fiscal quarter period of the Companies ending on or about
February 28, 2003, (iv) $35,064,000 for the four fiscal quarter period
of the Companies ending on or about May 31, 2003, and (v) $35,999,000
for the four fiscal quarter period of the Companies ending on or about
August 31, 2003.
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(d) Consolidated Capital Expenditures. Borrower shall not
suffer or permit at any time Consolidated Capital Expenditures (as
defined in the Existing Credit Agreement as in effect on the date
hereof), for the most recently completed fiscal year of the Companies,
to be greater than (i) $22,537,000 for the fiscal year of the Companies
ending on or about August 31, 2002, and (ii) $24,691,000 for the fiscal
year of the Companies ending on or about August 31, 2003.
Provided, however, that any of the financial covenants set forth above (i) will
be adjusted to reflect the impact on such covenants for any fiscal quarter (and
any testing period including such fiscal quarter) following the sale by the
Companies of any business unit sold prior to such fiscal quarter of the
Companies, and (ii) may be adjusted to an amount reasonably acceptable to the
Required Lenders after, and based upon a review of, the Budget, which adjustment
shall be effective upon delivery by the Required Lenders of written notice of
such adjustment to Borrower.
3.9 Refinancing Covenants.
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(a) Refinancing Package. On or prior to February 28, 2003,
Borrower shall deliver to the Restructuring Lenders and no less than
three prospective lenders, reasonably acceptable to the Required
Lenders, such reports necessary to evaluate the financial condition of
the Companies, all in form and detail satisfactory to the Required
Lenders (the "Refinancing Package").
(b) Commitment Letter. On or before June 30, 2003, Borrower
shall have delivered to the Restructuring Lenders a fully executed and
effective commitment letter, in form and substance reasonably
satisfactory to the Required Lenders, from a lender or syndicate of
lenders reasonably acceptable to the Required Lenders, which shall
provide, among other things, for (i) the refinancing of the
Restructuring Lender Obligations and the LIFO Lender Obligations (the
"Refinancing"), and (ii) a closing date of the Refinancing of no later
than September 14, 2003 (the "Commitment Letter").
(c) Refinancing Report. On or prior to February 28, 2003, and
bi-weekly thereafter, Borrower shall deliver to Existing Credit
Agreement Agent and each Noteholder a report, in form and detail
reasonably satisfactory to Existing Credit Agreement Agent, of its
progress in obtaining the Refinancing (each a "Refinancing Report" and
together with the Refinancing Package and the Commitment Letter,
collectively, the "Refinancing Requirements").
Provided, however, that if Borrower fails to deliver any of the Refinancing
Requirements on or before the applicable dates set forth above such failure
shall not constitute a Termination Event if Borrower pays to the Creditors, on
or before the applicable dates set forth above, a fee in the amount of $100,000
for each such failure (each a "Refinancing Rejection Fee"), which Refinancing
Rejection Fee shall be distributed on a pro rata basis and shall be fully earned
when paid. The payment of any Refinancing Rejection Fee by Borrower in
connection with the failure to deliver any Refinancing Requirement will not
relieve Borrower of its obligation to deliver any subsequent Refinancing
Requirement or, if applicable, to pay any Refinancing Rejection Fee in
connection therewith.
11
3.10 Assignment of Commitments. Notwithstanding anything in the Existing Credit
Agreement to the contrary, the Existing Banks shall be permitted to assign all
or any portion of their respective Commitments (and all Existing Credit
Agreement Obligations then owing to them) without the consent of Borrower.
3.11 Termination of Restructuring Period. Upon the occurrence of any Termination
Event and at all times thereafter the Restructuring Period shall automatically
terminate without demand or notice of any kind. For purposes of this Agreement,
"Termination Event" means:
(a) the occurrence of any default or event of default
under any of the Creditor Documents (other than the Subject
Noncompliance Events);
(b) the occurrence of a default under, or the breach
by any Credit Party of any of the provisions of, this Agreement;
(c) the occurrence of a default, event of default, or
Termination Event (as defined in the LIFO Restructuring Agreement)
under the LIFO Restructuring Agreement;
(d) if a final judgment or order for the payment of money
damages shall be rendered against any Company by a court of competent
jurisdiction, provided that the aggregate of all such judgments for all
such Companies shall exceed $1,000,000 in excess of applicable
insurance coverage;
(e) the failure of the Budget delivered pursuant to
Section 3.6 hereof to be reasonably acceptable to the Required
Lenders; or
(f) any representation or warranty made by any Company under
this Agreement or any agreement, instrument or other document executed
or delivered by any Company in connection with this Agreement is untrue
or incorrect in any material respect when made or any schedule,
certificate, statement, report, financial data, notice or writing
furnished at any time by any Company to any Restructuring Lender is
untrue or incorrect in any material respect on the date as of which the
facts set forth therein are stated or certified.
3.12 Effect at End of Restructuring Period. On the Termination Date, the Subject
Noncompliance Events will be deemed to have continued to exist and, without
regard to any matters transpiring during the Restructuring Period or the
financial condition or prospects of the Companies as of such date, the
Restructuring Lenders (or any thereof) shall be fully entitled to exercise any
rights and remedies they may have under their respective Restructuring Lender
Documents or applicable law.
12
3.13 ACKNOWLEDGMENT. EACH CREDIT PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT
THE RESTRUCTURING PROVISIONS SET FORTH IN SECTION 3.1 HEREOF ARE EFFECTIVE ONLY
DURING THE RESTRUCTURING PERIOD AND THAT, AFTER THE TERMINATION DATE, EACH OF
THE RESTRUCTURING LENDER DOCUMENTS WILL BE IN MATERIAL DEFAULT AND THE
RESTRUCTURING LENDERS WILL BE FULLY ENTITLED IMMEDIATELY TO EXERCISE THEIR
RIGHTS AND REMEDIES UNDER THEIR RESPECTIVE RESTRUCTURING LENDER DOCUMENTS OR
APPLICABLE LAW WITHOUT REGARD TO ANY MATTERS TRANSPIRING DURING THE
RESTRUCTURING PERIOD OR THE FINANCIAL CONDITION OR PROSPECTS OF THE COMPANIES.
EACH CREDIT PARTY UNDERSTANDS THAT THE RESTRUCTURING LENDERS ARE EXPRESSLY
RELYING ON THE TERMS OF THIS SECTION AND WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT BUT FOR THE ACKNOWLEDGMENT AND AGREEMENT IN THIS SECTION.
3.14 No Waiver. Nothing in this Agreement shall in any way be deemed to be (a) a
waiver of any default or event of default including the Subject Noncompliance
Events or (b) an agreement to forbear from exercising any remedies with respect
to any default or event of default except as specifically set forth in Section
3.1 hereof.
3.15 No Contest. Each Credit Party agrees that it shall not dispute the validity
or enforceability of any of the Restructuring Lender Documents, or any of its
obligations thereunder, or the validity, priority, enforceability or extent of
any Restructuring Lender Lien, in any judicial, administrative or other
proceeding, either during or following the expiration or termination of the
Restructuring Period.
SECTION 4. RESTRUCTURING LENDERS' ACKNOWLEDGMENTS.
--------------------------------------
Consent to LIFO Restructuring Agreement. Each of the Restructuring
Lenders party hereto consents to and acknowledges the terms of the LIFO
Restructuring Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES.
------------------------------
To induce the Restructuring Lenders to enter into this Agreement, the
Credit Parties represent and warrant to the Restructuring Lenders that:
5.1 Due Authorization; No Conflict; No Lien; Enforceable Obligation. The
execution, delivery and performance by the Credit Parties of this Agreement are
within their respective corporate powers, have been duly authorized by all
necessary corporate action, have received all necessary governmental, regulatory
or other approvals (if any is required), do not and will not contravene or
conflict with any provision of (a) any law, (b) any judgment, decree or order or
(c) their respective articles or certificate of incorporation or bylaws and do
not and will not contravene or conflict with, or cause any lien to arise under,
any provision of any agreement or instrument binding upon the Credit Parties (or
any thereof) or upon any of their respective properties. This Agreement and each
of the Creditor Documents to which any Credit Party is a party are its legal,
valid and binding obligations, enforceable against it in accordance with its
terms.
5.2 Representations and Warranties; Default. As of the Effective Date, except
for those representations or warranties specifically made as of another date,
the representations and warranties of any of the Credit Parties contained in the
Creditor Documents are true and correct. As of the Effective Date, except for
the Subject Noncompliance Events, no default or event of default has occurred
and is continuing.
13
SECTION 6. CONDITIONS PRECEDENT.
--------------------
Notwithstanding any other provision contained in this Agreement, the
effectiveness of this Agreement and the obligation of the Restructuring Lenders
to institute the provisions of this Agreement and the commencement of the
Restructuring Period shall be effective on the date (the "Effective Date") on
which the Restructuring Lenders have received all of the following:
(a) executed counterpart signature pages of this Agreement
from Borrower and the other Credit Parties, the Required Existing
Banks, the Noteholders, and the Line of Credit Lenders;
(b) the subordination fee set forth in Section 5.1 of the
Subordination Agreement, which shall be for the pro rata benefit of the
Existing Credit Agreement Banks and the Line of Credit Lenders, in an
amount equal to $358,029.22 (which represents the remaining one-half of
the subordination fee set forth therein);
(c) the remaining Warrants (as defined in the Subordination
Agreement) executed by Borrower, which shall be issued to the Existing
Credit Agreement Banks and the Line of Credit Lenders in accordance
with Section 5.3 of the Subordination Agreement;
(d) an amendment or other agreement relating to the CTC
Forbearance Agreement which includes an extension of the agreements
therein and is otherwise in form and substance satisfactory to the
Required Lenders, executed by the appropriate parties thereto;
(e) an executed copy of the LIFO Restructuring
Agreement (and all conditions precedent to the effectiveness thereof
shall have been satisfied);
(f) payment from Borrower of all out-of-pocket costs and
expenses of the Existing Credit Agreement Agent and the Noteholders,
including the fees and out-of-pocket charges of counsel for the
Existing Credit Agreement Agent and the Noteholders; and
(g) such other documents as the Restructuring Lenders may
reasonably request.
SECTION 7. MISCELLANEOUS.
-------------
7.1 Captions. The recitals to this Agreement (except for definitions) and the
section captions used in this Agreement are for convenience only and do not
affect the construction of this Agreement.
14
7.2 Release. AS A CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT,
AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION, EACH CREDIT PARTY HEREBY HOLDS HARMLESS, RELEASES,
ACQUITS AND FOREVER DISCHARGES THE EXISTING CREDIT AGREEMENT AGENT, THE
COLLATERAL AGENT AND EACH RESTRUCTURING LENDER THAT IS A PARTY HERETO, THE
RESPECTIVE PARTICIPANTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THE RESPECTIVE
HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ANY AND ALL OF THEM
(COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
ACTIONS, CAUSES OF ACTION, SUITS, CONTRACTS, AGREEMENTS, OBLIGATIONS, ACCOUNTS,
DEFENSES, OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER, KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY,
THAT ANY SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT HEREAFTER HAVE AGAINST
ANY RELEASED PARTY, JOINTLY OR SEVERALLY, FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING WHATSOEVER OCCURRING BEFORE THE DATE OF THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION, ANY OF THE FOREGOING THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RESTRUCTURING LENDER DOCUMENT. IN
ADDITION, EACH CREDIT PARTY AGREES NOT TO COMMENCE, JOIN IN OR PROSECUTE ANY
SUIT OR OTHER PROCEEDING THAT IS ADVERSE TO ANY OF THE RELEASED PARTIES ARISING
DIRECTLY OR INDIRECTLY FROM ANY OF THE FOREGOING MATTERS. THE CREDIT PARTIES
AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES FROM ANY LOSS OR
DAMAGES, CLAMS, COSTS AND ATTORNEY FEES OR EXPENSES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY RESTRUCTURING LENDER DOCUMENT.
7.3 Restructuring Lender Documents Unaffected. Except as herein otherwise
specifically provided, all provisions of the Restructuring Lender Documents
shall remain in full force and effect and be unaffected hereby.
7.4 No Other Promises or Inducements. There are no promises or inducements that
have been made to any party hereto to cause such party to enter into this
Agreement other than those that are set forth in this Agreement. This Agreement
has been entered into by each Credit Party freely, voluntarily, with full
knowledge, and without duress, and, in executing this Agreement, no Credit Party
is relying on any other representations, either written or oral, express or
implied, made to such Credit Party by any Restructuring Lender. Each Credit
Party agrees that the consideration received by such Credit Party under this
Agreement has been actual and adequate.
7.5 No Waiver of Rights. No waiver shall be deemed to be made by any party
hereunder of any of its rights hereunder unless the same shall be in writing
signed on behalf of such party; provided that the Existing Credit Agreement
Agent shall have the right to act on behalf of the Existing Credit Agreement
Banks pursuant to and in accordance with the terms of the Existing Credit
Agreement. Each waiver, if any, shall be a waiver only with respect to the
specific instance involved and shall in no way impair the rights of any party or
the obligations of the Restructuring Lenders to the LIFO Lenders in any other
respect at any other time.
15
7.6 Successors and Assigns. This Agreement is binding upon the Credit Parties,
the Restructuring Lenders signatory hereto and their respective successors and
assigns, and inures to the sole benefit of the Credit Parties, the Restructuring
Lenders signatory hereto and their successors and assigns. No Credit Party has
any right to assign its rights or delegate their duties under this Agreement.
7.7 Continued Effectiveness. Notwithstanding anything contained in this
Agreement, the terms of this Agreement are not intended to and do not serve to
effect a novation as to any Restructuring Lender Document. The parties to this
Agreement expressly do not intend to extinguish any Restructuring Lender
Document. Instead, the parties to this Agreement expressly intend to reaffirm
the indebtedness created under the Restructuring Lender Documents. The
Restructuring Lender Documents remain in full force and effect and the terms and
provisions of the Restructuring Lender Documents are ratified and confirmed.
7.8 Tolling. Any and all statutes of limitations, repose or similar legal
constraints on the time by which a claim must be filed, a person given notice
thereof, or asserted, that expire, run or lapse during the Restructuring Period
on any claims that any Restructuring Lender signatory hereto may have against
any Credit Party or any other persons relating to any of the Credit Parties
(collectively, the "Restructuring Period Statutes of Limitation") will be tolled
during the Restructuring Period. Each Credit Party waives any defense they may
have against any of the Restructuring Lenders signatory hereto under the
Restructuring Period Statutes of Limitation, applicable law or otherwise solely
as to the expiration, running or lapsing of the Restructuring Period Statutes of
Limitation during the Restructuring Period.
7.9 Revival of Obligations. If all or any part of any payment under or on
account of the Restructuring Lender Documents, this Agreement or any agreement,
instrument or other document executed or delivered by any Credit Party in
connection with this Agreement is invalidated, set aside, declared or found to
be void or voidable or required to be repaid to the issuer or to any trustee,
custodian, receiver, conservator, master, liquidator or any other person
pursuant to any bankruptcy law or pursuant to any common law or equitable cause
then, to the extent of such invalidation, set aside, voidness, voidability or
required repayment, such payment would be deemed to not have been paid, and the
obligations of such Credit Party in respect thereof shall be immediately and
automatically revived without the necessity of any action by the Restructuring
Lenders signatory hereto.
7.10 Governing Law. This Agreement shall be construed according to the laws of
the State of Ohio, without regard to principles of conflicts of laws.
7.11 Entire Agreement. This Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements, and undertakings of every kind and
nature among them with respect to the subject matter hereof.
7.12 Counterparts. This Agreement may be executed in any number of counterparts,
and by the parties hereto on the same or separate counterparts and by facsimile
signature, and each such counterpart, when executed and delivered, shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same Agreement.
16
7.13 Notices.
-------
(a) All notices, requests, demands and other communications provided
for hereunder shall be in writing and mailed or delivered to any party,
addressed to the address of such party specified on the signature page of this
Agreement. All notices, statements, requests, demands and other communications
provided for hereunder shall be deemed to be given or made when delivered or 48
hours after being deposited in the mails with postage prepaid by registered or
certified mail, addressed as aforesaid, or sent by facsimile with telephonic
confirmation of receipt, except that notices pursuant to any of the provisions
hereof shall not be effective until received.
(b) In addition to any notice requirements which exist under the
Existing Credit Agreement, LIFO Credit Agreement or Note Agreements, the Credit
Parties shall send a copy of all notices and reports (including, but limited to
financial statements or a strategic plan) that it sends to the Agent, LIFO Agent
or Collateral Agent to those listed on Exhibit E hereto, which notices and
reports shall be transmitted simultaneously with the others, said notice to be
in addition to any and all other notice requirements set forth in any of the
referenced Restructuring Lender Documents.
7.14 Jurisdiction and Venue. All judicial proceedings arising out of or relating
to this Agreement or any obligation hereunder shall be brought in the United
States District Court for the Northern District of Ohio or in the Court of
Common Pleas, Cuyahoga County, Ohio, and by their respective execution and
delivery of this Agreement, the undersigned accept for themselves and in
connection with their properties, generally and unconditionally, the
jurisdiction of the aforesaid courts and waive any defense of forum
nonconveniens, and irrevocably agree to be bound by any judgment rendered
thereby in connection with this Agreement.
7.15 Severability of Provisions; Captions; Attachments. Wherever possible each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. The several captions to Sections and subsections herein are
inserted for convenience only and shall be ignored in interpreting the
provisions of this Agreement. Each schedule or exhibit attached to this
Agreement shall be incorporated herein an shall be deemed to be a part hereof.
7.16 Legal Representation of Parties. This Agreement was negotiated by the
parties with the benefit of legal representation and any rule of construction or
interpretation otherwise requiring this Agreement to be construed or interpreted
against any party shall not apply to any construction or interpretation hereof
or thereof.
7.17 JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW,
HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THEM, OR ANY OF THEM,
ARISING OUT OF, IN CONNECTION WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
17
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY THE ABILITY OF ANY OF THE UNDERSIGNED TO PURSUE REMEDIES PURSUANT TO ANY
CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT AMONG THE UNDERSIGNED.
[Remainder of page intentionally left blank.]
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date referenced in the first paragraph of this Agreement.
BORROWER:
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST INDUSTRIAL CORPORATION
Xxxxxx, Xxxx 00000
Attn: President By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President, Finance
GUARANTORS:
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx ELKHART PRODUCTS CORPORATION
Xxxxxx, Xxxx 00000
Attn: President By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST AUTOMOTIVE OF INDIANA,
Xxxxxx, Xxxx 00000 INC.
Attn: President
By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AS INTERNATIONAL, INC.
Xxxxxx, Xxxx 00000
Attn: President By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx IZUMI, INC.
Xxxxxx, Xxxx 00000
Attn: President By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST CASTING TECHNOLOGIES,
Xxxxxx, Xxxx 00000 INC.
Attn: President
By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Amcast Restructuring Agreement
Signature Page
1 of 5
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST INDUSTRIAL FINANCIAL
Xxxxxx, Xxxx 00000 SERVICES, INC.
Attn: President
By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST INVESTMENT SERVICES
Xxxxxx, Xxxx 00000 CORPORATION
Attn: President
By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx CASTING TECHNOLOGY COMPANY
Xxxxxx, Xxxx 00000
Attn: President By: Amcast Casting Technologies,
Inc, a General Partner
By: /s/ X.X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
Amcast Restructuring Agreement
Signature Page
2 of 5
RESTRUCTURING LENDERS:
Address: 000 Xxxxxx Xxxxxx, 0xx Xxxxx XXXXXXX NATIONAL ASSOCIATION,
Xxxxxxxxx, Xxxx 00000 as Existing Credit Agreement
Attn: Xxxx X. Xxxxxxx Agent, an Existing Credit
Agreement Bank, a Line of Credit
Lender and as the Collateral
Agent
By:/s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title:Vice President
Address: One Wall Street, 16th Floor THE BANK OF NEW YORK
New York, New York 10286
Attn: Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Address: 000 X. Xxxxx Xxxxxx BANK ONE INDIANA, N.A.
Xxxxxxxx, Xxxx 00000
Attn: _________________ By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: First Vice President
Address: 00 Xxxx Xxxxxx Xxxxxx CREDIT AGRICOLE INDOSUEZ
Xxxxxxx, Xxxxxxxx 00000
Attn: _________________ By: /s/ Xxxxxxxx X. Asse
Name: Xxxxxxxx X. Asse
Title: Vice President
and /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Catarina
Title: Vice President
Address: 0 Xxxxx Xxxx Xxxxxx XXXXXXXX XXXX XXXX
Xxxxxx, Xxxx 00000
Attn: Corporate Banking By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
Amcast Restructuring Agreement
Signature Page
3 of 5
Address: U.S. Bancorp Center U.S. BANK NATIONAL ASSOCIATION
BC-MN-H22A (successor to Firstar Bank, N.A.)
000 Xxxxxxxx Xxxx as an Existing Credit Agreement
Xxxxxxxxxxx, XX 00000 Bank and a Line of Credit Lender
Attn: Xxxx Xxxxxx
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: VP
Address: 000 Xxxxxxxx Xxxxxx XXXXXXXX XXXX
Xxxxxxx, Xxxxxxxx 00000
Attn: X. Xxxxxx 3265 By: /s/ X.X. Xxxxxxxx
Name: X. X. Xxxxxxxx
Title: First Vice President
Address: One Xxxxxxx Street INTESABCI - XXX XXXX XXXXXX
Xxx Xxxx, Xxx Xxxx 00000
Attn: ___________________ By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
and /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxxx UNICREDITO ITALIANO SPA
Xxx Xxxx, Xxx Xxxx 00000
Attn: _____________________ By:
Name:
Title:
and
Name:
Title:
Amcast Restructuring Agreement
Signature Page
4 of 5
Address: 000 Xxxx Xxxxxx XXX XXXXX IMI S.p.A.
Xxx Xxxx, Xxx Xxxx 00000
Attn: _____________________ By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: General Manager
and /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
Address: 000 Xxxxx Xxxxxx PRINCIPAL LIFE INSURANCE
Xxx Xxxxxx, Xxxx 00000 COMPANY
Attn: ___________________
By: /s/ Xxxxxxx X. Skravanek
Name: Xxxxxxx X. Skravanek
Title: Counsel
and /s/ Xxxxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Counsel
Address: _____________________ THE NORTHWESTERN MUTUAL LIFE
_____________________ INSURANCE COMPANY
Attn: _______________ By: /s/ X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Its Authorized
Representative
Amcast Restructuring Agreement
Signature Page
5 of 5
EXHIBIT A
OUTSTANDING INDEBTEDNESS
Facility Amount
-------- ---------
Existing Credit Agreement $104,165,445.47
Note Agreements
Principal Note Agreement $23,381,260.90
Northwestern Note Agreement $23,381,260.89
Line of Credit Documents
KeyBank $3,928,052.50
U.S Bank National Association $11,249,574.93
EXHIBIT B
EXISTING BANK NONCOMPLIANCE EVENTS
1. The events of noncompliance set forth in subpart (a) of Section 2.2 of
the Subordination Agreement.
2. The failure to comply with Section 7.1 of the Existing Credit Agreement
(as such section relates to the payment of principal) on September 14,
2002.
3. The noncompliance with Section 7.5 of the Existing Credit Agreement as
a result of the Subject Line of Credit Noncompliance Events, the
Subject Noteholder Noncompliance Events, noncompliance with the CTC
Guaranty, and the Subject Noncompliance Events (as defined in the LIFO
Restructuring Agreement).
EXHIBIT C
SUBJECT NOTEHOLDER NONCOMPLIANCE EVENTS
1. Failure to make the sinking fund payments due November 2002.
2. The noncompliance with Section 6.1(g) of the Note Agreements Agreement
as a result of the Existing Bank Noncompliance Events, the Subject Line
of Credit Noncompliance Events, noncompliance with the CTC Guaranty,
and the Subject Noncompliance Events (as defined in the LIFO
Restructuring Agreement).
EXHIBIT D
SUBJECT LINE OF CREDIT NONCOMPLIANCE EVENTS
1. KeyBank National Association - The events of noncompliance set forth in
subpart (c) of Section 2.2 of the Subordination Agreement.
2. U.S. Bank National Association - None
EXHIBIT E
ADDITIONAL NOTICE INFORMATION
Xxxxx Xxxxxxxxx Xxxxx X. Xxxxxxxx
Principal Life Insurance Principal Life Insurance
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000 Xxx Xxxxxx, Xxxx 00000-0000
P: 000-000-0000 P: 000-000-0000
F: 000-000-0000 F: 000-000-0000
E: xxxxxxxxx.xxxxx@xxxxxxxxx.xxx E: xxxxxxxx.xxxx@xxxxxxxxx.xxx
Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx
Northwestern Mutual Northwestern Mutual
000 Xxxx Xxxxxxxxx Xxxxxx 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxxx, XX 00000-0000
P: 000-000-0000 P: 000-000-0000
F: 000-000-0000 F: 000-000-0000
E: xxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx E:xxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
Xxxxxxxx X. Xxxxxx Xxxx X. Xxxxxx
Mayer, Brown, Xxxx & Maw Mayer, Brown, Xxxx & Maw
000 Xxxxx XxXxxxx Xxxxxx 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
P: 312-701-7858 P: 000-000-0000
F: 000-000-0000 F: 000-000-0000
E: xxxxxxx@xxxxxxxxxxxxxx.xxx E: xxxxxxx@xxxxxxxxxxxxxx.xxx
