UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
EXHIBIT 10.2(u)
FORM 10-Q
CITATION CORPORATION
For the second quarter ended March 30, 1997 Commission File no. 0-24492
16
AMENDMENT TO CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
THIS AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of
April 2, 1997 (this "Amendment"), is by and among CITATION CORPORATION, a
Delaware corporation ("Citation"), CITATION AUTOMOTIVE SALES CORP., a Michigan
corporation, MANSFIELD FOUNDRY CORPORATION, an Ohio corporation formerly named
MFC Acquisition Corporation, IROQUOIS FOUNDRY CORPORATION, a Wisconsin
corporation formerly named Iroquois Acquisition Corporation, OBERDORFER
INDUSTRIES CORP., a New York corporation formerly named OBI Acquisition Corp.,
BERLIN FOUNDRY CORPORATION, a Wisconsin corporation, CASTWELL PRODUCTS, INC., an
Illinois corporation, TEXAS STEEL CORPORATION, a Texas corporation formerly
named TSC Acquisition Corporation, HI-TECH, INC., an Indiana corporation
formerly named HTC Acquisition Corporation, SOUTHERN ALUMINUM CASTINGS COMPANY,
an Alabama corporation, XXXX ALUMINUM, INC., an Indiana corporation formerly
named BAC Acquisition Corporation, TSC TEXAS CORPORATION, a Delaware
corporation, TEXAS FOUNDRIES, LTD., a Texas limited partnership, XXXXX FOUNDRY
COMPANY, LTD., a Texas limited partnership, CITATION CASTINGS, INC., an Alabama
corporation, INTERSTATE FORGING INDUSTRIES, INC., a Wisconsin corporation,
INTERSTATE SOUTHWEST, LTD, a Texas limited partnership, and ISW TEXAS
CORPORATION, a Delaware corporation (together with Citation, collectively the
"Borrowers" and individually a "Borrower"), the BANKS (other than First Chicago)
identified on the signature pages hereof (collectively the "Original Banks" and
individually an "Original Bank"), SOUTHTRUST BANK OF ALABAMA, NATIONAL
ASSOCIATION, a national banking association, as collateral agent (in such
capacity, the "Collateral Agent"), NBD BANK, a Michigan banking corporation
("NBD"), as the exiting Bank and exiting Swing Line Bank and the resigning
Administrative Agent, and THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association ("First Chicago"), as the new Bank and new Swing Line Bank and the
new Administrative Agent for the Banks.
WITNESSETH:
WHEREAS, the Borrowers, the Original Banks, the Collateral Agent and NBD,
as Administrative Agent, are parties to that certain Credit Agreement, dated as
of July 1, 1996, as amended (as so amended, the "Agreement");
WHEREAS, NBD desires to assign to First Chicago, and to be released from,
all of its rights and obligations as a Bank and as the Swing Line Bank under the
Agreement and all other documents executed and delivered in connection with the
Agreement (collectively, the "Loan Documents");
17
WHEREAS, NBD further desires to resign as Administrative Agent under the
Agreement and all other Loan Documents and First Chicago desires to replace NBD
as Administrative Agent thereunder; and
WHEREAS, the parties hereto desire to amend the Agreement and all other
Loan Documents in certain other respects as hereinafter set forth so as to take
account of the foregoing;
NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the
Agreement.
2. AMENDMENTS TO THE AGREEMENT AND THE OTHER LOAN DOCUMENTS.
2.1 Effective as of the Amendment Effective Date (as hereinafter
defined), NBD shall hereby sell and assign to First Chicago, and First Chicago
shall hereby purchase and assume from NBD, all of NBD's rights and obligations
under the Agreement and the other Loan Documents, whereupon (i) NBD shall cease
to be a Bank or the Swing Line Bank under the Agreement and all other Loan
Documents and shall, except as provided in Section 2.12 of this Amendment,
relinquish its rights and shall be released from its obligations under the
Agreement and the other Loan Documents, and (ii) First Chicago shall for all
purposes be a Bank and the Swing Line Bank party to the Agreement and each other
Loan Document executed by the Original Banks and shall have all of the rights
and obligations of a Bank and the Swing Line Bank under the Agreement and the
other Loan Documents. This Amendment shall be deemed to satisfy all the
requirements of Section 9.6 of the Agreement with respect to such assignment
from NBD to First Chicago.
2.2 Effective as of the Amendment Effective Date, (i) NBD shall resign as
Administrative Agent under the Agreement and the other Loan Documents and First
Chicago shall replace NBD as Administrative Agent under the Agreement and the
other Loan Documents, and (ii) except as contemplated by Section 7.9 of the
Agreement and provided in Section 2.12 of this Amendment, NBD shall have no
further rights or obligations as Administrative Agent under the Agreement or any
other Loan Document. In furtherance of the foregoing, for all purposes of
Section 7.9 of the Agreement, effective as of the Amendment Effective Date, NBD
shall be deemed to have resigned as Administrative Agent and First Chicago shall
be deemed to be the successor Administrative Agent appointed by all the Original
Banks, and this Amendment shall constitute (i) the notice of such resignation to
be provided by NBD as Administrative Agent to the Original Banks and the
Borrowers, (ii) the instrument by which the Original Banks appoint First Chicago
as the successor Agent, and (iii) the instrument by which First Chicago accepts
such appointment.
2.3 The definition of "Business Day" set forth in Article I of the
Agreement is hereby amended to read in its entirety as follows:
18
"BUSINESS DAY" means a day other than a Saturday, Sunday or other
day on which the Administrative Agent is not open to the public for
carrying on substantially all of its banking functions in Chicago,
Illinois.
2.4 The definition of "Commitment" set forth in Article I of the
Agreement is hereby amended to read in its entirety as follows:
"COMMITMENT" means, with respect to each Bank, the commitment of
each such Bank to make Loans and to participate in Letter of Credit
Advances made through the Administrative Agent pursuant to Section
2.1, in amounts not exceeding in aggregate principal amount
outstanding at any time the respective commitment amounts for each
such Bank set forth next to the name of each such Bank on the
signature pages hereof (or, in the case of First Chicago, on the
signature page of the Amendment dated as of April 2, 1997 to this
Agreement) or otherwise pursuant to Section 9.6, as such amounts may
be reduced form time to time pursuant to Section 2.2.
2.5 The definition of "Prime Rate" set forth in Article I of the
Agreement is hereby deleted in its entirety, and all references to "Prime Rate"
set forth in the Agreement or any other Loan Document shall be amended to read
"Corporate Base Rate".
2.6 Article I of the Agreement is hereby amended by inserting, in the
proper alphabetical order, the following definitions:
"Corporate Base Rate" shall mean a rate per annum equal to the
corporate base rate of interest announced by First Chicago from time
to time, changing when and as said corporate base rate changes.
"First Chicago" means The First National Bank of Chicago in its
individual capacity, and its successors.
2.7 All references to the "Administrative Agent" in the Agreement and the
other Loan Documents shall be deemed to refer to The First National Bank of
Chicago in its capacity as Administrative Agent.
2.8 All references to the "Swing Line Bank" in the Agreement and the
other Loan Documents shall be deemed to refer to The First National Bank of
Chicago in its capacity as the Swing Line Bank.
2.9 All references to "NBD" or "NBD Bank", whether as a Bank, as Swing
Line Bank or as Administrative Agent, in the Agreement and the other Loan
Documents (except the
19
references in Section 2.3 of the Agreement) shall be amended to read "First
Chicago" or "The First National Bank of Chicago" as appropriate.
2.10 All references in the Agreement and the other Loan Documents to any
address for notices to NBD, NBD Bank, the Swing Line Bank or the Administrative
Agent shall be amended to read: "The First National Bank of Chicago, Xxx Xxxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attn: Xxxxx X. XxXxxxx, Facsimile No:
(000) 000-0000, Facsimile Confirmation No.: (000) 000-0000."
2.11 The parties agree that the Borrowers shall pay to First Chicago as
Administrative Agent, rather than to NBD, all fees provided for in Section
2.3(d) of the Agreement that have not yet been paid. NBD and First Chicago
shall make such adjustments between themselves as they deem appropriate with
respect to fees under Section 2.3(d) of the Agreement.
2.12 Notwithstanding anything in this Amendment to the contrary, the
Letters of Credit issued by NBD Bank as Administrative Agent under the Agreement
that are outstanding as of the Amendment Effective Date (collectively the "NBD
Letters of Credit" and individually an "NBD Letter of Credit") shall for all
purposes on and after the Amendment Effective Date continue to be Letters of
Credit under the Agreement in which each Bank shall have acquired a pro rata
risk participation pursuant to Section 2.4(d), and constitute usage of the
Commitments of the Banks, all as if such NBD Letters of Credit were issued by
First Chicago as Administrative Agent under the Agreement, PROVIDED that: (a)
in each instance in the Agreement and the other Loan Documents where there is a
reference to the Administrative Agent as issuer of the Letters of Credit, such
reference shall, with respect to the NBD Letters of Credit, continue to be
deemed a reference to NBD Bank, which shall continue to have all the benefits of
the Agreement with respect to the NBD Letters of Credit as if it were still the
Administrative Agent thereunder; and (b) no NBD Letter of Credit shall be
extended or renewed except pursuant to a Letter of Credit issued by First
Chicago as the new Administrative Agent under the Agreement.
3. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date first above written (the "Amendment Effective Date") upon the receipt
by First Chicago, as the new Administrative Agent, of the following items, and
completion of the following matters:
(i) Counterparts of this Amendment duly executed by the Borrowers and the
Required Banks (determined immediately prior to the occurrence of the
Amendment Effective Date).
(ii) NBD shall have endorsed its Revolving Credit Note and the Swing Line
Note to First Chicago, or, if requested by First Chicago, the
Borrowers shall have executed and delivered to First Chicago a
Revolving Credit Note payable to the order of First Chicago in the
amount of $36,000,000 and a Swing Line Note payable to the order of
First Chicago in the amount of $15,000,000 (collectively the "New
Notes"). Immediately upon receipt by First Chicago of the New Notes,
NBD's Revolving Credit Note and Swing Line Note shall be deemed
canceled; PROVIDED
20
that all accrued but unpaid interest thereon shall be deemed accrued
and unpaid on the New Notes.
(iii) Payment by First Chicago to NBD of the consideration for the
assignment under Section 2.1 of this Amendment.
(iv) Such other documents as the Agents or any Bank shall reasonably
request.
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks and the
Agents to enter into this Amendment, each Borrower represents and warrants that:
4.1. The execution, delivery and performance by such Borrower of this
Amendment and the New Notes are within its corporate or partnership, as the case
may be, powers, have been duly authorized by all necessary corporate or
partnership, as the case may be, action and are not in contravention of any law,
rule or regulation, or any judgment, decree, writ, injunction, order or award of
any arbitrator, court or governmental authority, or of the terms of such
Borrower's charter or by-laws or partnership agreement, or of any contract or
undertaking to which such Borrower is a party or by which such Borrower or its
property is or may be bound or affected.
4.2. This Amendment is, and the New Notes if and when issued will be,
legal, valid and binding obligations of such Borrower, enforceable against such
Borrower in accordance with their respective terms.
4.3. No consent, approval or authorization of or declaration, registration
or filing with any governmental authority or any nongovernmental person or
entity, including, without limitation, any creditor, stockholder or partner of
such Borrower, is required on the part of such Borrower in connection with the
execution, delivery and performance of this Amendment or the New Notes or the
transactions contemplated hereby or thereby or as a condition to the legality,
validity or enforceability of this Amendment or the New Notes.
4.4. After giving effect to the amendments contained in this Amendment,
the representations and warranties contained in Article IV 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.
5. RATIFICATION. Each of the Agreement and the other Loan Documents, as
respectively amended hereby, shall remain in full fore and effect and is hereby
ratified, approved and confirmed in all respects.
6. REFERENCE TO AGREEMENT AND LOAN DOCUMENTS. From and after the
Amendment Effective Date, each reference in the Agreement or any other Loan
Document to "this Agreement", "herein", "hereof", or "hereunder" or words of
like import, and all references to the Agreement or any other Loan Documents in
any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Agreement or such
other Loan Document, as the case may be, as respectively amended by this
Amendment.
21
7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
8. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan.
[The rest of this page intentionally left blank.]
22
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first above written.
CITATION CORPORATION, CITATION AUTO-
MOTIVE SALES CORP., MANSFIELD
FOUNDRY CORPORATION, IROQUOIS
FOUNDRY CORPORATION, OBERDORFER
INDUSTRIES CORP., BERLIN FOUNDRY
CORPORATION, CASTWELL PRODUCTS, INC.,
TEXAS STEEL CORPORATION, HI-TECH, INC.,
SOUTHERN ALUMINUM CASTINGS
COMPANY, XXXX ALUMINUM, INC., TEXAS
FOUNDRIES, LTD. by Texas Steel Corporation its
General Partner, XXXXX FOUNDRY COMPANY,
LTD. by Texas Steel Corporation its General
Partner, CITATION CASTINGS, INC., INTERSTATE
FORGING INDUSTRIES, INC., and INTERSTATE
SOUTHWEST, LTD. by Texas Steel Corporation
its General Partner
By /s/ X. Xxxxxx Xxxxxx
--------------------------------------------
X. Xxxxxx Xxxxxx, signing on behalf of each
of them as Vice President of each of them
TSC TEXAS CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxx
Its President
ISW TEXAS CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx
Its President
23
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION, as a Bank
and as the Collateral Agent
By /s/ Xxxx X. Xxxxxxx, III
------------------------------------------
Its Vice President
AMSOUTH BANK
By /s/ Xxxxx Xxxxx, III
------------------------------------------
Its Vice President
BRANCH BANKING AND TRUST COMPANY
By /s/ Xxxxxxxx X. Xxxxxxxx III
------------------------------------------
Its Vice President
NATIONAL CITY BANK, KENTUCKY
By /s/ X.X. Xxxx
------------------------------------------
Its Vice President
SUNTRUST BANK, ATLANTA
By /s/ Xxxx X. Xxxxxx
------------------------------------------
Its Vice President
------------------------------------
and By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Its Assistant Vice President
------------------------------------
24
NATIONAL BANK OF CANADA
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Its Vice President
and By
--------------------------------------
Its Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Its AVP
------------------------------------
DEPOSIT GUARANTY NATIONAL BANK
By /s/ Xxxxx X. Xxxxxxxx, Senior Vice President
---------------------------------------------
Its Vice President
Commitment Amount: THE FIRST NATIONAL BANK OF
$36,000,000 CHICAGO, individually as a Bank and as
Percentage of Total Administrative Agent
Commitments:
15.6521739%
By /s/ Xxxxx X. XxXxxxx
------------------------------------------
Its Authorized Agent
NBD BANK,
as exiting Bank and former Administrative
Agent
By: /s/ Xxxxx X. XxXxxxx
-----------------------------------------
Its Authorized Agent
25
