Execution Copy
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 30, 1996
(this "Amendment") is by and among MASCOTECH, INC., a Delaware corporation, the
Banks, NBD BANK, a Michigan banking corporation, as Agent for the Banks, and
COMERICA BANK, a Michigan banking corporation, THE BANK OF NEW YORK, a New York
banking corporation, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York
banking association, and NATIONSBANK OF NORTH CAROLINA, N.A., a national banking
association, as Co-Agents.
RECITALS
A. The Company, the Banks, the Agent and the Co-Agents are parties to a
Credit Agreement dated as of September 2, 1993, as amended by a First Amendment
to Credit Agreement dated as of June 29, 1994, a Second Amendment to Credit
Agreement dated as of December 21, 1994 and a Third Amendment to Credit
Agreement dated as of September 28, 1995. Capitalized terms used but not
defined in this Amendment shall have the respective meanings ascribed thereto in
such Agreement.
B. The Company, the Banks, the Agent and the Co-Agents are willing to
amend the Agreement as set forth herein.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties hereby agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in
Article III hereof, the Agreement shall be amended as follows:
1.1 The definition of "Available Masco Corporation Funding
Commitment" contained in Section 1.1 is amended by adding the
following to the end thereof: "provided that such "Commitment"
relates only to the purchase by Masco Corporation of equity
securities of the Company or of Subordinated Debt of the Company."
1.2 The definition of "Current Liabilities" contained in
Section 1.1 is
amended by adding the following to the end thereof: "and shall not
include up to $151,375,000 of Debt of the Company to Masco Corporation
incurred in connection with the Company redeeming shares of its
outstanding common stock from Masco Corporation after October 15, 1996 but
prior to December 31, 1996."
Section 7.5 is hereby restated in its entirety as follows:
Total Leverage Ratio. The Company will not permit or suffer
the Total Leverage Ratio to be greater than (a) 1.75 to 1.0 as of
the last day of any fiscal quarter of the Company occurring during
the period from January 1, 1994 through December 30, 1994, (b) 1.75
to 1.0 as of the last day of any fiscal quarter of the Company
during the period from December 31, 1994 through March 31, 1995, (c)
1.65 to 1.0 as of the last day of any fiscal quarter of the Company
occurring during the period from April 1, 1995 through December 30,
1995, (d) 1.40 to 1.0 as of December 31, 1995, (e) 1.65 to 1.0 as of
the last day of any fiscal quarter of the Company occurring during
the period from January 1, 1996 through September 30, 1996, (f) 2.95
to 1.0 as of the last day of any fiscal quarter of the Company
occurring during the period from October 1, 1996 through June 30,
1997, (g) 1.5 to 1.0 as of the last day of any fiscal quarter of the
Company occurring during the period from July 1, 1997 through
December 30, 1997, (h) 1.0 to 1.0 as of December 31, 1997, (i) 1.25
to 1.0 as of the last day of any fiscal quarter of the Company
occurring during the period from January 1, 1998 through December
30, 1998, (j) 1.0 to 1.0 as of December 31, 1998, and (k) 1.25 to
1.0 as of the last day of any fiscal quarter of the Company
thereafter.
1.4 The definition of "Applicable Margin" contained in Section 1.1
is amended by adding the following to the end thereof: "Notwithstanding anything
in this definition of Applicable Margin to the contrary, during the period
commencing on the date the Fourth Amendment to Credit Agreement dated October
30,1996 among the Company, the Banks, the Co-Agents and the Agent is effective
until February 28, 1997, the Applicable Margin shall be the greater of: (a)
0.75% and (b) the percentage otherwise determined pursuant to this definition of
Applicable Margin."
ARTICLE II. REPRESENTATIONS. The Company represents and warrants that:
2.1 The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate action and do not
and will not violate the provisions of any applicable law or regulation or of
the certificate of incorporation or bylaws of the Company or any Subsidiary or
any order of any court, regulatory body or arbitral tribunal and do not and will
not result in the breach of, or constitute a default or require any consent
under, or create any lien, charge or encumbrance upon any property or assets of
the Company or any Subsidiary pursuant to, any indenture or other agreement or
instrument to which the Company or any
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Subsidiary is a party or by which the Company or any Subsidiary or its property
may be bound or affected. The execution, delivery and performance of this
Amendment do not require, for the validity thereof, nor does the enforceability
of this Amendment require, any filing with, or consent, authorization or
approval of, any state or federal agency or regulatory authority, other than
filings, consents or approvals which have been made or obtained.
2.2 This Amendment constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article VI of the Agreement are true
on and as of the date hereof with the same force and effect as if made on and as
of the date hereof.
2.4 As of the date hereof, there is no Default.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until the following shall have been delivered to the Agent:
3.1 This Amendment duly executed on behalf of the Company and the
Required Banks.
3.2 A copy of the resolutions adopted by the Board of Directors of the
Company, certified by an officer of the Company as being true and correct and in
full force and effect without amendment as of the date hereof, authorizing the
Company to enter into this Amendment.
3.3 An opinion of counsel for the Company in the form of Schedule 3.3
hereto.
3.4 The Company shall have redeemed at least 17,000,000 shares of its
outstanding common stock during the period commencing after the date hereof and
ending December 31, 1996. This Section 3.4 shall be deemed satisfied
simultaneously with the redemption of such shares.
ARTICLE IV. MISCELLANEOUS.
4.1 The Company shall pay to the Agent, for the benefit of each
Consenting Bank, on or within two Business Days after the date of this
Amendment, an amendment fee in the amount of 5 basis points of the Commitment of
such Consenting Bank. As used herein, a "Consenting Bank" shall be a Bank which
executes this Amendment on or before October 30, 1996.
4.2 References in the Agreement or in any note, certificate, instrument
or other document to the Agreement shall be deemed to be references to the
Agreement as amended from time to time.
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4.3 The Company agrees to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.
4.4 The Company agrees that the Agreement and other documents and
agreements executed by the Company in connection with the Agreement in favor of
the Agent, the Co-Agents and/or the Banks are ratified and confirmed and shall
remain in full force and effect, except as expressly amended hereby.
4.5 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument, and telecopied signatures shall be effective.
4.6 This Amendment is a contract made under, and shall be governed by
and construed in accordance with, the law of the State of Michigan applicable to
contracts made and to be performed entirely within such State and without giving
effect to choice of law principles of such State.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the day and year first above written.
NBD BANK MASCOTECH, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxxxx By:/s/Xxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxxxxxx Xxxxxxx Xxxxxxx
Its: First Vice President Its: Vice President,
Controller and Treasurer
THE BANK OF NEW YORK COMERICA BANK
By: /s/ By:/s/
Its: Assistant Vice President Its: Vice President
NationsBank, X.X.
XXXXXX GUARANTY TRUST (F/K/A NATIONSBANK OF NORTH
COMPANY OF NEW YORK CAROLINA, N.A.)
By:/s/ By:/s/Xxxxxxx Xxxxxx Xx.
Its: Vice President Its: Vice President
BANK OF AMERICA ILLINOIS
By:/s/
Its: Vice President
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PNC BANK, NATIONAL ASSOCIATION BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ By: /s/
Its: Assistant Vice President Its: Vice President
MICHIGAN NATIONAL BANK ROYAL BANK OF CANADA
By:/s/Xxxxxx X. Xxxxxxx By:/s/Xxxxxxx X. Xxxxxxx
Its:Commercial Relationship Manager Its: Manager, Corporate Banking
NATIONAL CITY BANK THE FUJI BANK, LTD.
By: /s/ By:/s/Xxxxx X. Xxxxxxxx
Its: Vice President Its: Joint General Manager
KEYBANK NATIONAL ASSOCIATION fka
FIRST BANK NATIONAL SOCIETY NATIONAL BANK
ASSOCIATION
By:/s/ By:/s/ Xxxxxx X. Xxxxxxxx
Its: Vice President Its: Assistant Vice President
CIBC INC. WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ By: /s/
Its: Authorized Signatory Its: Vice President
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CORESTATES PHILADELPHIA FLEET NATIONAL BANK, f/k/a
NATIONAL BANK SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ By: /s/
Its: Vice President Its: Vice President
THE FIRST NATIONAL BANK SANWA BANK, LIMITED,
OF BOSTON CHICAGO BRANCH
By: /s/Xxxxxxxxx X. Xxxxxx By:/s/Xxxxxxx X. Fichwald
Its: Vice President Its: First Vice President and
Assistant General Manager
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