AMENDMENT NO. 4 TO CREDIT AGREEMENT, DATED AS OF AUGUST 23, 1996
This Amendment No. 4 (this "Amendment"), dated as of August 21,
1998, is made by and among ALLIED PRODUCTS CORPORATION, a Delaware corporation
(the "Company"), the financial institutions party hereto (the "Banks"), and Bank
of America National Trust and Savings Association (as successor by merger to
Bank of America Illinois), as agent for the Banks (in such capacity, the
"Agent"). Terms defined in the Credit Agreement shall have the same respective
meanings when used herein and the provisions of Section 13 of the Credit
Agreement shall apply, mutatis mutandis, to this Amendment.
W I T N E S S E T H:
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WHEREAS, the parties hereto are parties to that certain Amended and
Restated Credit Agreement, dated as of August 23, 1996, (as amended or modified
and in effect on the date hereof, the "Existing Credit Agreement" and as amended
and modified by this Amendment, the "Credit Agreement");
WHEREAS, the Company has requested that the Banks and the Agent
agree to amend and modify the Existing Credit Agreement as described herein; and
WHEREAS, the Banks and the Agent are willing to amend and modify the
Existing Credit Agreement on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein contained and other good and valuable consideration (the
receipt, adequacy and sufficiency of which is hereby acknowledged), the parties
hereto, intending legally to be bound, hereby agree as follows:
1. Amendments. Subject to the satisfaction of the
conditions precedent set forth in Section 5 below, the Existing
Credit Agreement is hereby amended as follows:
(a) Section 1.1.3 of the Existing Credit Agreement shall be
amended by deleting each reference to $145,000,000 contained therein and
replacing it with $152,500,000.
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(b) Clause (b) of Section 6.1 of the Existing Credit Agreement
shall be deleted in its entirety and replaced with the following:
"(b) On each Commitment Reduction Date set forth below (each called
a "Commitment Reduction Date"), the aggregate Commitments of the Banks
shall be automatically and permanently reduced, pro rata, in an amount
sufficient to reduce the aggregate Commitments of the Banks to the
principal amount set forth opposite such Commitment Reduction Date:
Commitment Maximum Commitments
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Reduction Date
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October 31, 1998 $145,000,000
March 31, 1999 $100,000,000
On any date that the aggregate unpaid principal amount of the
Revolving Loans plus the aggregate Stated Amount of all Letters of
Credit exceeds the aggregate Commitment of the Banks, the Company
shall immediately repay the Revolving Loans in an amount equal to
such excess."
(c) Section 10.19 of the Existing Credit Agreement is deleted in
its entirety and replaced with the following:
"Section 10.19 Use of Proceeds. To the extent the principal amount
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of Revolving Loans plus the Stated Amount of Letters of Credit exceeds
$100,000,000, cause an amount of proceeds at least equal to such excess to
be used by the Company's Verson Division ("Verson") for the purpose of
funding working capital with respect to active and outstanding binding
purchase contracts (of at least corresponding size in the aggregate)
between Verson and Ford Motor Company, Chrysler Corporation and General
Motors, in each case for the purchase of new steel presses, it being
understood that (i) in the case of contracts with Chrysler Corporation,
such contracts shall be in excess of $10,000,000 and shall not provide for
progress payments, and (ii) prior to the use of such proceeds, the Company
shall furnish to each Bank summaries of such contracts together with
payment schedules and such other information as either Bank may request in
connection therewith; provided that notwithstanding the foregoing, up to
$7,500,000 of the
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principal of such proceeds in excess of $100,000,000 may be used to
repurchase common stock of the Company in accordance with Section 10.9"
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(d) Exhibit A to the Existing Credit Agreement is deleted in its
entirety and replaced with Exhibit A attached hereto.
2. Documents Remain in Effect. Except as amended and modified by
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this Amendment, the Existing Credit Agreement remains in full force and effect
and the Company confirms that its representations, warranties, agreements and
covenants contained in, and obligations and liabilities under, the Credit
Agreement and each of the other Loan Documents are true and correct in all
material respects as if made on the date hereof, except where such
representation, warranty, agreement or covenant speaks as of a specified date.
3. References in Other Documents. References to the Existing
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Credit Agreement in any other document shall be deemed to include a reference to
the Credit Agreement, whether or not reference is made to this Amendment.
4. Representations. The Company hereby represents and
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warrants to the Banks and the Agent that:
(a) The execution, delivery and performance of this Amendment and
the Restated Notes (as hereinafter defined) are within the Company's
corporate authority, have been duly authorized by all necessary corporate
action, have received all necessary consents and approvals (if any shall
be required), and do not and will not contravene or conflict with any
provision of law or of the Certificate of Incorporation or By-laws of the
Company or its Subsidiaries, or of any other agreement binding upon the
Company or its Subsidiaries or their respective property;
(b) This Amendment and the Restated Notes constitute the legal,
valid, and binding obligations of the Company, enforceable against the
Company in accordance with its terms; and
(c) no Default has occurred and is continuing or will result from
this Amendment or the Restated Notes.
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5. Conditions Precedent. The effectiveness of this Amendment is
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subject to the receipt by the Agent of each of the following, each appropriately
completed and duly executed as required and otherwise in form and substance
satisfactory to the Agent:
(a) Certified copies of resolutions of the Board of Directors of
the Company authorizing or ratifying the execution, delivery and
performance by the Company of this Amendment and the Restated Notes;
(b) A certificate of the President or a Vice-President of the
Company that all necessary consents or approvals with respect to this
Amendment and the Restated Notes have been obtained;
(c) A certificate of the Secretary or Assistant Secretary of the
Company, certifying the name(s) of the officer(s) of the Company
authorized to sign this Amendment, the Restated Notes and the documents
related hereto on behalf of the Company;
(d) Restated Revolving Notes, in the form attached hereto as
Exhibit B, payable to the order of each Bank in principal amount equal to
such Bank's aggregate Commitment;
(d) An opinion of Xxxx Xxxxxxxxx covering those matters set forth in
clauses (a) and (b) of Section 4 and such other legal matters as the Agent
or its counsel may request; and
(e) Such other instruments, agreements and documents as the Agent
may reasonably request, in each case duly executed as required and
otherwise in form and substance satisfactory to the Banks.
6. Miscellaneous.
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(a) Section headings used in this Amendment are for convenience of
reference only, and shall not affect the construction of this Amendment.
(b) This Amendment and any amendment hereof or supplement hereto may
be executed in any number of counterparts and
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by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same agreement.
(c) This Amendment shall be a contract made under and governed by
the internal laws of the State of Illinois, without giving effect to principles
of conflicts of laws.
(d) All obligations of the Company and rights of the Banks and the
Agent, that are expressed herein, shall be in addition to and not in limitation
to those provided by applicable law.
(e) Whenever possible, each provision of this Amendment and the
Restated Notes shall be interpreted in such manner as to be effective and valid
under applicable law; but if any provision of this Amendment or the Restated
Notes shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment or the Restated Notes.
(f) This Amendment and the Restated Notes shall be binding upon the
Company, the Banks and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Banks and the Agent and their
respective successors and assigns.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused the execution and
delivery hereof by their respective representatives thereunto duly authorized as
of the date first herein appearing.
ALLIED PRODUCTS CORPORATION
By: /S/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
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Title: CHAIRMAN & CEO
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (as successor by merger to Bank
of America Illinois), as Agent
By: /S/ XXXX XXXXXX
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Name: XXXX XXXXXX
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Title: AGENCY OFFICER
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (as successor by merger to Bank
of America Illinois), in its individual
corporate capacity
By: /S/ XXXXXX XXXXXX
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Name: XXXXXX XXXXXX
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Title: VICE PRESIDENT
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LASALLE NATIONAL BANK
By: /S/ XXXX XXX XXXXXXXX
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Name: XXXX XXX XXXXXXXX
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Title: VICE PRESIDENT
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EXHIBIT A
COMMITMENT LIMITS AND PERCENTAGES
Column I: Column II: Column III: Column IV:
Amount of Amount of Letter Total Amount of
Name of Bank Revolving Loan of Credit Commitments Percentage
Commitment Commitment
BANK OF AMERICA $106,750,000 $14,000,000 $106,750,000 70%
NATIONAL TRUST AND
SAVINGS ASSOCIATION
LASALLE NATIONAL BANK $ 45,7500,000 $ 6,000,000 $ 45,750,000 30%
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TOTALS $ 152,500,000 $ 20,000,000 $152,500,000 100%
EXHIBIT B
FORM OF
RESTATED REVOLVING NOTE
$ __________________ August __, 1998
Chicago, Illinois
On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of __________________ at the principal office of
__________________________ (the "Bank"), in Chicago, Illinois _______________
Dollars ($_______) or, if less, the aggregate unpaid amount of all Revolving
Loans made by the payee to the undersigned pursuant to the Credit Agreement (as
shown in the records of the payee or, at the payee's option, on the schedule
attached hereto and any continuation thereof).
The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan evidenced hereby from the date of such Revolving
Loan until such Revolving Loan is paid in full, payable at the rate(s) and at
the time(s) set forth in the Credit Agreement. Payments of both principal and
interest are to be made in lawful money of the United States of America.
This Restated Revolving Note evidences indebtedness incurred under, and is
subject to the terms and provisions of, the Amended and Restated Credit
Agreement, dated as of August 23, 1996, as amended (herein, as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the undersigned, various banks (including the payee) and Bank of America
National Trust and Savings Association, as agent for the Banks, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Restated Revolving Note may or must be paid prior to its due
date or may have its due date accelerated. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.
In addition to and not in limitation of the foregoing and the provisions
of the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all reasonable expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Restated Revolving Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or otherwise.
This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.
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This Restated Revolving Note is issued in replacement of a Revolving Note
issued pursuant to the Credit Agreement on June 30, 1998. The indebtedness
evidenced by this Note represents an extension and renewal of indebtedness owing
to the payee.
ALLIED PRODUCTS CORPORATION
By: ___________________________
Title: ________________________
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Schedule Attached to Restated Revolving Note dated August 21, 1998 of THE
COMPANY payable to the order of
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Date and Amount Date and Amount
of Revolving Loan of Repayment or
or of Conversion from of Conversion into Unpaid
another type of Revolving another type of Interest Principal Notation Made
Loan Revolving Loan Period Balance by
1. FLOATING RATE LOANS
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2. EURODOLLAR LOANS
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RESTATED REVOLVING NOTE
$ 106,750,000 August 21, 1998
Chicago, Illinois
On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of Bank of America National Trust and Savings Association (the
"Bank"), at its office located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx,
One Hundred Six Million Seven Hundred Fifty Thousand Dollars ($106,750,000) or,
if less, the aggregate unpaid amount of all Revolving Loans made by the payee to
the undersigned pursuant to the Credit Agreement (as shown in the records of the
payee or, at the payee's option, on the schedule attached hereto and any
continuation thereof).
The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan evidenced hereby from the date of such Revolving
Loan until such Revolving Loan is paid in full, payable at the rate(s) and at
the time(s) set forth in the Credit Agreement. Payments of both principal and
interest are to be made in lawful money of the United States of America.
This Restated Revolving Note evidences indebtedness incurred under, and is
subject to the terms and provisions of, the Amended and Restated Credit
Agreement, dated as of August 23, 1996, as amended (herein, as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the undersigned, various banks (including the payee) and Bank of America
National Trust and Savings Association, as agent for the Banks, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Restated Revolving Note may or must be paid prior to its due
date or may have its due date accelerated. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.
In addition to and not in limitation of the foregoing and the provisions
of the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all reasonable expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Restated Revolving Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or otherwise.
This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.
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This Restated Revolving Note is issued in replacement of a Restated
Revolving Note issued pursuant to the Credit Agreement on June 30, 1998. The
indebtedness evidenced by this Note represents an extension and renewal of
indebtedness owing to the payee.
ALLIED PRODUCTS CORPORATION
By: ___________________________
Title: ________________________
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Schedule Attached to Restated Revolving Note dated August 21, 1998 of THE
COMPANY payable to the order of Bank of America National Trust and Savings
Association
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Date and Amount Date and Amount
of Revolving Loan of Repayment or
or of Conversion of Conversion Unpaid
from another type into another type Interest Principal Notation Made
of Revolving Loan of Revolving Loan Period Balance by
1. FLOATING RATE LOANS
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2. EURODOLLAR LOANS
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RESTATED REVOLVING NOTE
$ 45,750,000 August 21, 1998
Chicago, Illinois
On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of LaSalle National Bank (the "Bank"), at its offices located
at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Forty-Five Million Seven
Hundred Fifty Thousand Dollars ($45,750,000) or, if less, the aggregate unpaid
amount of all Revolving Loans made by the payee to the undersigned pursuant to
the Credit Agreement (as shown in the records of the payee or, at the payee's
option, on the schedule attached hereto and any continuation thereof).
The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan evidenced hereby from the date of such Revolving
Loan until such Revolving Loan is paid in full, payable at the rate(s) and at
the time(s) set forth in the Credit Agreement. Payments of both principal and
interest are to be made in lawful money of the United States of America.
This Restated Revolving Note evidences indebtedness incurred under, and is
subject to the terms and provisions of, the Amended and Restated Credit
Agreement, dated as of August 23, 1996, as amended (herein, as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the undersigned, various banks (including the payee) and Bank of America
National Trust and Savings Association, as agent for the Banks, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Restated Revolving Note may or must be paid prior to its due
date or may have its due date accelerated. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.
In addition to and not in limitation of the foregoing and the provisions
of the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all reasonable expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Restated Revolving Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or otherwise.
This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.
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This Restated Revolving Note is issued in replacement of a Restated
Revolving Note issued pursuant to the Credit Agreement on June 30, 1998. The
indebtedness evidenced by this Note represents an extension and renewal of
indebtedness owing to the payee.
ALLIED PRODUCTS CORPORATION
By: ___________________________
Title: ________________________
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Schedule Attached to Restated Revolving Note dated August 21, 1998 of THE
COMPANY payable to the order of LaSalle National Bank
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Date and Amount of Date and Amount
Revolving Loan or of Repayment or
of Conversion from of Conversion into Unpaid
another type of another type of Interest Principal Notation Made
Revolving Loan Revolving Loan Period Balance by
1. FLOATING RATE LOANS
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