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EXHIBIT 4.b
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment") is entered into
and dated as of February 10, 1998 by and among MascoTech, Inc., a Delaware
corporation (together with its successors, "MascoTech"), TriMas Corporation, a
Delaware corporation (successor by merger to MascoTech Acquisition, Inc., a
Delaware corporation, and, together with its successors, "TriMas"), any
Borrowing Subsidiaries which are now or may hereafter become a party hereto
from time to time (each individually a "Borrowing Subsidiary" and collectively,
the "Borrowing Subsidiaries") (MascoTech, TriMas and each Borrowing Subsidiary
referred to individually as a "Borrower" and collectively as the "Borrowers"),
the Banks party hereto from time to time (collectively, the "Banks" and
individually, a "Bank"), The First National Bank of Chicago (the
"Administrative Agent") and Bank of America NT&SA and NationsBank, N.A. (the
"Syndication Agents", and collectively with the Administrative Agent, the
"Agents") under that certain Credit Agreement among the parties referred to
above dated as of January 16, 1998 (the "Credit Agreement"). Defined terms
used herein and not otherwise defined herein shall have the meaning given to
them in the Credit Agreement.
WHEREAS, the Borrowers, the Banks and the Agents have entered the
Credit Agreement; and
WHEREAS, the Borrowers, the Banks and the Agents have agreed to amend
the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Banks and the Agents agree as
follows:
1. Amendment to the Credit Agreement. Effective as of February 10,
1998 and subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as
follows:
(a) The following definitions in Section 1.1 shall be amended:
(1) The definition of "Revolving Credit Commitment" shall be
amended to delete the reference to "Section 3.10" and substitute
therefor "Section 3.10(a)" at the end thereof.
(2) The definition of "Term Loan Commitment" shall be amended
to delete the word "and" before "(ii)" and to insert a comma in its
place, and to add "and (iii) as such amount may be reduced from time
to time pursuant to Section 3.10(b)" before the period at the end
thereof.
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(b) Section 3.2 is amended in its entirety as follows:
3.2 Term Loans. Subject to the terms and conditions set forth in
this Agreement, each Bank on and after the Closing Date severally and not
jointly agrees to make a term loan, in Dollars, to one or more of the
Borrowers in an aggregate amount not to exceed such Bank's Term Loan
Commitment (each individually, a "Term Loan" and, collectively, the "Term
Loans"). All Term Loans shall be made by the Banks on or after the Closing
Date simultaneously and pro rata, it being understood that no Bank shall be
responsible for any failure by any other Bank to perform its obligation to
make any Term Loan hereunder nor shall the Term Loan Commitment of any Bank
be increased or decreased as a result of any such failure, it being further
understood that all or part of the initial Term Loans extended to the
Borrowers on the Closing Date may be refinanced after the Closing Date with
Term Loans made to one or more of the Borrowers. Each Bank's Term Loan
Commitment shall be reinstated as of the date any Borrower requests a Term
Loan to refinance an existing Term Loan originally made to a different
Borrower.
(c) Section 3.7(a) is amended to delete the word "Revolving" in the
fifth line thereof.
(d) Section 3.8(b) is amended to add the following sentence at the
end thereof:
Upon any refinancing of a Term Loan, the applicable Borrower or
Borrowers shall execute a new Term Loan Note payable to each Bank in
an amount equal to the Term Loan Commitment of such Bank.
(e) Section 3.10 is amended (1) to add "(a)" prior to the first word
thereof and (2) to add a new Section 3.10(b) as follows:
Subject to Section 5.5, the Borrowers shall have the right at any time
and from time to time, upon one Business Day's prior written notice to the
Administrative Agent, to terminate or proportionately reduce the amount of
the Term Loan Commitments, provided, that any partial reduction of the
amount of the Term Loan Commitments shall be in the amount of $5,000,000 or
a multiple of $1,000,000 in excess thereof, provided that after giving
effect to any such voluntary reduction, the Dollar Equivalent of the
outstanding Term Loans shall not exceed the amount of the Term Loan
Commitments, as reduced from time to time. The Term Loan Commitments or
any portion thereof terminated or reduced pursuant to this Section may not
be reinstated. Upon receipt of any notice from the Borrowers pursuant to
this Section, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's share of any reduction of the Term
Loan Commitments. Each such notice shall be irrevocable by the Borrowers
once the Administrative Agent begins notifying any Bank of the contents
thereof.
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(f) Section 3.11 is amended (1) to delete words "The Revolving Credit
Commitments" in the first line and to substitute therefor "All Commitments" and
(2) to delete the last sentence thereof.
(g) Section 4.1(b)(i) is amended (1) to add the words "and the Term
Loan Commitments" after the words "Term Loans" in the third line thereto and
(2) to add the following sentence after the word "hereunder" in the fourth line
thereto:
The principal amount of the installments may be paid by any or all of the
Borrowers at their discretion provided that each of the quarterly
installments shall be in the aggregate amounts set forth below:
(h) Section 4.1(b)(i) is further amended to insert the words ",
except that the initial Term Loans extended to the Borrowers on the Closing
Date may be refinanced with Term Loans made subsequently to one or more of the
Borrowers" after the word "repaid" at the end thereof.
(i) The following Section 4.1(b)(ii) is added:
A repayment made within five (5) Business Days prior to the scheduled
installment date for such repayment, as set forth in Section 4.1(b)(i),
shall be applied to the installment due within such five (5) Business Days
and shall not be deemed a prepayment. Any such repayment shall be subject
to the provisions of Section 5.5.
(j) Section 4.2(g) is amended to add the words "(other than
repayments made within five (5) Business Days prior to the scheduled
installment date for such repayments as permitted by Section 4.1(b)(ii))" after
the words "Term Loans" in the first line thereof.
(k) Section 7.11(b) shall be amended to delete the words "and (v)" in
the last line thereof and to substitute the words ", (v) to refinance the Term
Loans made to the Borrowers on the Closing Date with Term Loans made to one or
more of the Borrowers and (vi)".
(l) Section 7.14 is amended to delete "(i)" in the third line
thereof.
(m) Section 11.1(a)(ii) is amended in its entirety as follows:
except as expressly authorized hereunder, amend, extend or terminate the
respective Commitment of any Bank (other than any amendment, extension or
termination of any Alternate Currency Commitment other than an extension of
any Alternate Currency Commitment beyond the Termination Date.)
(n) Section 11.6(c) is amended to insert the words "or special
purpose funding entity" after each appearance of the words "financial
institution(s)" in the first, second and third
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lines thereof and to insert the words "or special purpose funding entity's"
after the words "financial institution's" in the fourth line thereof.
(o) Section 11.6(d) is amended to delete the reference to "the
Borrowers" in the first line thereof and to substitute therefor the word
"MascoTech".
(p) Section 11.6(e) is amended to insert the word "it" after the word
"that" in the last line thereof.
(q) Section 11.6(g) is amended to insert the word "a" before the
words "new Revolving Note" and before the words "Term Note" in the tenth line
thereof.
(r) Section 11.7 is amended to insert the words "or special purpose
funding entity" after each appearance of the words "financial institution" in
the eighteenth and twentieth lines thereof and after the word "institutions" in
the twenty-third line thereof.
2. Conditions Precedent. This Amendment shall become effective as
of the date above written, if, and only if, the Administrative Agent has
received duly executed originals of this Amendment from the Borrowers and the
Required Banks.
3. Representations and Warranties of the Borrowers. The Borrowers
hereby represent and warrant as follows:
(a) This Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of the Borrowers and are
enforceable against the Borrowers in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Borrowers hereby
reaffirm all representations and warranties made in the Credit Agreement, and
to the extent the same are not amended hereby, agree that all such
representations and warranties shall be deemed to have been remade as of the
date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of
such earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement to "this Credit Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) The Credit Agreement, as amended hereby, and all other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and confirmed.
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(c) Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Administrative Agent or the Banks, nor constitute a
waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and construed
in accordance with the internal laws (as opposed to the conflict of law
provisions) of the State of New York.
6. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of
the parties to the Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
MASCOTECH, INC., as a Borrower
By: /s/Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President/Controller and
Treasurer
TRIMAS CORPORATION, as a Borrower
By: /s/Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
and CFO
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THE FIRST NATIONAL BANK OF CHICAGO, as
Administrative Agent and Bank
By: /s/Xxxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxxx
Title: First Vice President
BANK OF AMERICA NT&SA, as Syndication
Agent and Bank
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Director
NATIONSBANK, N.A., as Syndication Agent
and Bank
By: /s/Xxxxxxx Xxxxxx Xx.
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Name: Xxxxxxx Xxxxxx Xx.
Title: Vice President
BANKS: COMERICA BANK
By: /s/X.X. Xxxxxxxx
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Name: X.X. Xxxxxxxx
Title: First Vice President
CIBC INC.
By: /s/Xxxxxxxxx X. XxXxxx
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Name: Xxxxxxxxx X. XxXxxx
Title: Executive Director, CIBC
Xxxxxxxxxxx Corp., as Agent
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FIRST UNION NATIONAL BANK
By: /s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:
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Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK
By: /s/Xxxxxx X. Xxxxxxxxx III
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Name: Xxxxxx X. Xxxxxxxxx III
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
Title: Senior Manager Loan
Operations
