EXHIBIT 10.2(Y)
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FIRST AMENDMENT
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TO
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SECOND AMENDED AND RESTATED
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CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of November 3, 1998 (this "Amendment"), is by and among CITATION
CORPORATION, a Delaware corporation ("Citation" or the "Company"), CITATION
AUTOMOTIVE SALES CORP., a Michigan corporation, MANSFIELD FOUNDRY CORPORATION,
an Ohio corporation formerly known as MFC Acquisition Corporation, IROQUOIS
FOUNDRY CORPORATION, a Wisconsin corporation formerly known as Iroquois
Acquisition Corporation, OBERDORFER INDUSTRIES CORP., a New York corporation
formerly known as OBI Acquisition Corp., BERLIN FOUNDRY CORPORATION, a Wisconsin
corporation, CASTWELL PRODUCTS, INC., an Illinois corporation, TEXAS STEEL
CORPORATION, a Texas corporation formerly known as TSC Acquisition Corporation,
HI-TECH, INC., an Indiana corporation formerly known as HTC Acquisition
Corporation, SOUTHERN ALUMINUM CASTINGS COMPANY, an Alabama corporation, XXXX
ALUMINUM, INC., an Indiana corporation formerly known as 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, ISW TEXAS CORPORATION, a Delaware corporation, CAMDEN
CASTING CENTER, INC., a Tennessee corporation, DYCAST, INC., a Delaware
corporation, and CITATION PRECISION, INC., a California corporation (together
with Citation, collectively, the "Borrowers" and, individually, a "Borrower"),
the banks and other lenders identified on the signature pages hereof
(collectively, the "Banks" and, individually, a "Bank"), THE FIRST NATIONAL BANK
OF CHICAGO, a national banking association, successor to NBD Bank, a Michigan
banking corporation, as administrative and syndication agent (in such capacity,
the "Administrative Agent") for the Banks, and SOUTHTRUST BANK, NATIONAL
ASSOCIATION, a national banking association formerly known as SouthTrust Bank of
Alabama, National Association, as collateral agent (in such capacity, the
"Collateral Agent", and together with the Administrative Agent, collectively,
the "Agents" and, individually, an "Agent") for the Banks.
INTRODUCTION
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The Borrowers, certain Banks (collectively, the "Existing Banks" and,
individually, an "Existing Bank") and the Agents have entered into the Second
Amended and Restated Credit Agreement, dated as of August 3, 1998 (as amended or
modified from time to time, the "Credit Agreement"), pursuant to which the
Existing Banks provide to the Borrowers a revolving credit facility in the
aggregate principal amount of $300,000,000. The Borrowers now desire to increase
the aggregate principal amount of such revolving credit facility to $400,000,000
and otherwise to amend the Credit Agreement in certain respects, and the Banks
and the Agents are willing to provide for such increase and other amendments,
all on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein and in the Credit Agreement contained, the Borrowers, the
Banks and the Agents hereby agree as follows:
ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT
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On the date (the "Amendment Date") all conditions precedent set forth in
Article 2 are satisfied, the Credit Agreement hereby is amended, and the parties
hereby otherwise agree, as follows.
1.1 Each Bank party hereto (including each such Bank that is an Existing
Bank) shall be deemed a Bank party to the Credit Agreement with a Commitment in
the amount of the respective "Commitment Amount" for each such Bank set forth
next to the name of each such Bank on the signature pages of this Amendment
(which Commitment, in the case of each Existing Bank, shall replace its existing
Commitment under the Credit Agreement), and, to the extent of such
Commitment pursuant to this Amendment, each such Bank party hereto shall have
the rights and obligations of a Bank under the Credit Agreement.
1.2 By executing and delivering this Amendment, the Banks and the Agents
confirm to and agree with each other and the other parties hereto as follows:
(i) none of the Banks and the Agents makes any representation or warranty or
assumes any responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant
thereto; (ii) none of the Banks and the Agents makes any representation or
warranty or assumes any responsibility with respect to the financial condition
of the Borrowers or the performance or observance by the Borrowers of any of
their obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto; (iii) each Bank confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.1(k) of the Credit Agreement and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment and the Credit Agreement; (iv) each Bank
will, independently and without reliance upon either Agent or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, make and continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (v) each Bank appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement and the other Loan Documents as are
delegated to such Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (vi) each Bank agrees that
it will perform in accordance with their terms all of the obligations that by
the terms of the Credit Agreement are required to be performed by it as a Bank.
1.3 The initial Borrowing under the Credit Agreement after giving
effect to this Amendment shall, subject to the terms and conditions of the
Credit Agreement and this Amendment, be made on the Amendment Date and shall be
a Borrowing of Revolving Credit Loans in an aggregate principal amount not less
than the aggregate outstanding principal amount of the existing Loans made by
the Existing Banks under the Credit Agreement (the "Restated Debt").
Notwithstanding anything in this Amendment, the Credit Agreement or any of the
other Loan Documents to the contrary, the Borrowers, the Banks and the Agents
hereby agree that such initial Borrowing shall be funded as follows:
(i) each Existing Bank, in its capacity as a Bank under
the Credit Agreement as amended by this Amendment (the
"Amended Credit Agreement"), shall automatically be deemed
to have already funded to the Administrative Agent (and the
Administrative Agent likewise shall automatically be deemed
to have already disbursed to the Borrowers) an amount of
such initial Borrowing equal to the portion of the Restated
Debt held by such Bank;
(ii) each Bank that is not an Existing Bank shall fund to
the Administrative Agent an amount of such initial Borrowing
equal to such Bank's pro rata share thereof based on such
Bank's respective Commitment amount under the Amended Credit
Agreement;
(iii) if the amount deemed funded by any Bank under clause
(i) above is less than such Bank's pro rata share of such
initial Borrowing (based on such Bank's respective
Commitment amount under the Amended Credit Agreement), then
such Bank shall fund, by the actual transfer to the
Administrative Agent of immediately available funds, the
amount equal to such shortage;
(iv) if the amount deemed funded by any Bank under clause
(i) above exceeds such Bank's pro rata share of such initial
Borrowing (based on such Bank's respective Commitment amount
under the Amended Credit Agreement), then the Administrative
Agent shall remit to such Bank a portion of the amounts
funded under clauses (ii) and (iii) above equal to such
excess; and
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(v) any portion of the amounts funded by the Banks under
clauses (ii) and (iii) above remaining after the
Administrative Agent has remitted all amounts required to be
remitted to the Banks under clause (iv) above shall be made
available to the Borrowers in accordance with Section 2.4(a)
of the Credit Agreement;
such that thereupon (A) each Bank shall have funded a portion of such initial
Borrowing in a net amount equal to its pro rata share thereof (based on such
Bank's respective Commitment amount under the Amended Credit Agreement), and (B)
all existing Loans shall be deemed restated and replaced by such initial
Borrowing.
1.4 Section 5.2(o) of the Credit Agreement is amended and restated in full
as follows:
(o) Neither Citation nor any Consolidated Entity will redeem,
purchase or retire any of its capital stock or partnership or other
ownership interests or grant or issue any warrant, right or option
pertaining thereto or other security convertible into any of the
foregoing, or permit any redemption or retirement of the outstanding
capital stock or partnership or other ownership interests of Citation
or of any Consolidated Entity; provided, however, that this Section
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5.2(o) shall not prohibit the redemption, repurchase, retirement or
other acquisition by Citation of its common stock to the extent the
aggregate consideration paid by Citation and the Consolidated Entities
in connection with all such redemptions, repurchases, retirements and
other acquisitions after the Effective Date does not exceed
$10,000,000. No Consolidated Entity will issue any capital stock or
partnership or other ownership interests or grant or issue any
warrant, right or option pertaining thereto or other security
convertible into any of the foregoing. Notwithstanding anything in
this Agreement to the contrary, this Section 5.2(o) shall not prohibit
the transactions of Citation and the Consolidated Entities in the
ordinary course of business under, and in accordance with the terms
of, the following: (i) Citation Corporation 1994 Incentive Award Plan;
(ii) Citation Corporation Employee Stock Purchase Plan; (iii) Citation
Corporation Non-Qualified Stock Option Plan For Non-Employee
Directors; (iv) Citation Corporation Stock Plan for Non-Employee
Directors; (v) 401(k) plans for Citation and numerous of the
Consolidated Entities (in all of which participants may invest
elective deferral accounts and employer matching contribution accounts
in Citation stock); and (vi) other plans established from time to time
by Citation and the Consolidated Entities that are reasonably
determined by the Administrative Agent to be of a similar nature to
those described in the foregoing clauses (i)-(v), provided that, prior
to the establishment of any such plan, Citation furnishes to the
Administrative Agent such information about such plan and copies of
such documents relating thereto as the Administrative Agent may
reasonably request for the purpose of making the determination
required under this clause (vi).
ARTICLE 2. CONDITIONS PRECEDENT
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As conditions precedent to the effectiveness of the amendments set forth in
Article 1 of this Amendment, the Administrative Agent and the Banks shall
receive the following documents, and the following matters shall be completed,
all in form and substance satisfactory to the Administrative Agent:
2.1 This Amendment duly executed on behalf of the Borrowers, the Banks and
the Agents.
2.2 The Borrowers shall execute and deliver to each Bank a Revolving
Credit Note, in substantially the form annexed to the Credit Agreement as
Exhibit B-1 (collectively, the "New Revolving Credit Notes" and, individually, a
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"New Revolving Credit Note"), to replace the Revolving Credit Notes issued by
the Borrowers to each of the Existing Banks under the Credit Agreement
(collectively, the "Existing Revolving Credit Notes" and, individually, an
"Existing Revolving Credit Note"). On the Amendment Date, in accordance with
Section 1.3 of this Amendment, the principal balance of the Existing Revolving
Credit Notes shall be endorsed on the New Revolving Credit Notes. The execution
and delivery of the New Revolving Credit Notes shall not in any circumstances be
deemed a novation or to have terminated, extinguished or discharged the
Borrowers' indebtedness evidenced by the Existing Revolving Credit Notes, all of
which indebtedness shall continue under and be evidenced and governed by the New
Revolving Credit Notes and the Credit Agreement, and the Banks shall be entitled
to all of the benefits of the Security Documents with respect to the
indebtedness evidenced by the
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New Revolving Credit Notes. Upon receipt of its New Revolving Credit Note, each
Existing Bank shall return to the Administrative Agent, and the Administrative
Agent shall forward to the Company for cancellation, the Existing Revolving
Credit Note held by such Existing Bank.
2.3 The Borrowers shall have given to the Administrative Agent a Request
for Borrowing in accordance with Section 2.4 of the Credit Agreement, subject to
Section 1.3 of this Amendment.
2.4 The Borrowers shall have replaced all Loans outstanding on the
Amendment Date with the Borrowing in accordance with Section 1.3, and shall have
paid to the Administrative Agent for the account of the Existing Banks all
accrued and unpaid interest through the Amendment Date on all Loans and all
amounts owing under Section 3.9 of the Credit Agreement in connection with such
replacement of the Loans, it being understood that the replacement of such Loans
pursuant to Section 1.3 may result in a breaking of Eurodollar Rate Loan
contracts, and amounts may be due under Section 3.9 of the Credit Agreement in
connection therewith.
2.5 The Borrowers shall have paid to the Administrative Agent and First
Chicago Capital Markets, Inc. ("FCCM") all fees in accordance with that certain
fee letter dated September 16, 1998 among Citation, the Administrative Agent and
FCCM, and the Borrowers shall have paid to the Administrative Agent for the
account of the Banks closing fees as follows: (a) for each of the Existing
Banks, 0.025% of the amount of the Commitment of each such Existing Bank under
the Credit Agreement before giving effect to this Amendment, and (b) for all
Banks (including the Existing Banks, as applicable), 0.075% of the positive
remainder, if any, determined by subtracting from the amount of the Commitment
of each such Bank under the Credit Agreement after giving effect to this
Amendment for the amount of the Commitment of such Bank under the Credit
Agreement before giving effect to this Amendment. (For purposes of
clarification, the amount of the Commitment under the Credit Agreement before
giving effect to this Amendment, of each Bank that is not an Existing Bank, is
$0.)
2.6 An incumbency certificate of each Borrower, and certified copies of
such documents evidencing necessary corporate action of the Borrowers with
respect to this Amendment, the New Revolving Credit Notes and the transactions
contemplated hereby as the Banks and the Administrative Agent may reasonably
request.
2.7 The favorable written opinion of counsel for the Borrowers with
respect to such matters as the Banks and the Administrative Agent may reasonably
request, dated as of the Amendment Date. The Borrowers hereby direct and
authorize their counsel to deliver such opinion.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
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In order to induce the Banks and the Agents to enter into this Amendment,
as of the Amendment Date each of the Borrowers hereby, jointly and severally,
represents and warrants to the Banks and the Agents that:
3.1 The execution, delivery and performance by such Borrower of this
Amendment and the New Revolving Credit Notes are within its corporate powers,
have been duly authorized by all necessary corporate 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.
3.2 This Amendment is, and each New Revolving Credit Note when delivered
hereunder will be, a legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms.
3.3 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 member of such
Borrower, is required on the part of such Borrower in connection with the
execution, delivery and performance of this Amendment, the New Revolving Credit
Notes or the transactions contemplated hereby or as a condition to the legality,
validity or enforceability of this Amendment and the New Revolving Credit Notes.
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3.4 After giving effect to the amendments set forth in Article 1 of this
Amendment, all representations and warranties contained in Article IV of the
Credit Agreement and in the Security Documents are true and correct on and as of
the Amendment Date as if such representations and warranties were made on and as
of such date. No Default or Event of Default exists or has occurred and is
continuing on the Amendment Date (whether before or after the effectiveness of
this Amendment).
ARTICLE 4. MISCELLANEOUS
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4.1 All references to the Credit Agreement in any of the other Loan
Documents or any other document, instrument or certificate referred to in the
Credit Agreement or delivered in connection therewith or pursuant thereto,
hereafter shall be deemed references to the Credit Agreement, as amended hereby.
4.2 The other Loan Documents, any and all certificates or financing
statements executed pursuant to the Credit Agreement or in connection therewith
and, subject to the amendments herein provided, the Credit Agreement shall in
all respects continue in full force and effect.
4.3 Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. The headings of
the various subdivisions hereof are for the convenience of reference only and
shall in no way modify any of the terms or provisions hereof.
4.4 This Amendment shall be governed by and construed in accordance with
the laws of the State of Illinois.
4.5 The Borrowers, jointly and severally, agree to pay the reasonable fees
and expenses of Xxxxxxxxx Xxxxxx, counsel for the Administrative Agent, in
connection with the negotiation and preparation of this Amendment and in
connection with advising the Administrative Agent as to its rights and
responsibilities with respect thereto.
4.6 This Amendment may be executed upon any number of counterparts with
the same effect as if the signatures thereto were upon the same instrument.
[The rest of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
CITATION CORPORATION,
CITATION AUTOMOTIVE 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., INTERSTATE SOUTHWEST, LTD.,
by Texas Steel Corporation, its General
Partner,
CAMDEN CASTING CENTER, INC.,
DYCAST, INC. and CITATION PRECISION,
INC.
By /s/ R. Xxxxxx Xxxxxx
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R. Xxxxxx Xxxxxx, signing on behalf of each
of them as Vice President of each of them
TSC TEXAS CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Its Vice President
ISW TEXAS CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Its Vice President
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THE FIRST NATIONAL BANK OF
CHICAGO, as a Bank and as the
Administrative Agent
Commitment Amount: $40,000,000 By /s/ Xxxxxx X. Xxxxxxxx
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Percentage of
Total Commitment: 10% Its Vice President
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SOUTHTRUST BANK, NATIONAL
ASSOCIATION, as a Bank and as the
Collateral Agent
Commitment Amount: $40,000,000 By /s/ Xxxx X. Xxxxxxx III
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Percentage of
Total Commitment: 10% Its Group Vice President
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AMSOUTH BANK
Commitment Amount: $36,000,000 By /s/ Xxxxx X. Xxxxx III
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Percentage of
Total Commitment: 9% Its Vice President
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FIRST UNION NATIONAL BANK
Commitment Amount: $30,000,000 By /s/ Xxxx X. Xxxxxx
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Percentage of
Total Commitment: 7.5% Its Senior Vice President
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CREDIT LYONNAIS ATLANTA AGENCY
Commitment Amount: $30,000,000 By /s/ Xxxxx X. Xxxxxx
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Percentage of
Total Commitment: 7.5% Its First VP & Manager
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BRANCH BANKING & TRUST COMPANY
Commitment Amount: $25,000,000 By Xxxxxxxx X. Xxxxxxxx III
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Percentage of
Total Commitment: 6.25% Its Vice President
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SUNTRUST BANK, ATLANTA
Commitment Amount: $25,000,000 By /s/ Xxxxx X. Edge
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Percentage of
Total Commitment: 6.25% Its Vice President
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and By /s/ Xxxxxxx X. XxXxxxxx
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Its Bank Officer
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CIBC INC.
Commitment Amount: $20,000,000 By /s/ Xxx Xxxxx
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Percentage of
Total Commitment: 5% Its Executive Director
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SCOTIABANC INC.
Commitment Amount: $20,000,000 By /s/ Xxxxx X. Xxxxxxx
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Percentage of
Total Commitment: 5% Its Relationship Manager
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NATIONAL CITY BANK OF KENTUCKY
Commitment Amount: $18,000,000 By /s/ Xxxxx X. Xxxxxxxx
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Percentage of
Total Commitment: 4.5% Its Vice President
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MELLON BANK, N.A.
Commitment Amount: $17,000,000 By /s/ Xxxxx X. Xxxxxxx
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Percentage of
Total Commitment: 4.25% Its Vice President
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MICHIGAN NATIONAL BANK
Commitment Amount: $15,000,000 By Xxxx Xxxxxx
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Percentage of
Total Commitment: 3.75% Its Commercial Relationship
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Manager
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COMERICA BANK
Commitment Amount: $15,000,000 By /s/ Xxxxx X. Xxxxxx
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Percentage of
Total Commitment: 3.75% Its Asst. Vice President
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NATIONSBANK, N.A.
Commitment Amount: $15,000,000 By /s/ Xxx X. Xxxxxx
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Percentage of
Total Commitment: 3.75% Its Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION
Commitment Amount: $14,000,000 By /s/ Xxxxx X. Xxxxxx
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Percentage of
Total Commitment: 3.5% Its Senior Vice President
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BANK OF TOKYO-MITSUBISHI, LTD.
Commitment Amount: $10,000,000 By /s/ X. Xxxxxxx
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Percentage of
Total Commitment: 2.5% Its V.P. & Manager
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DEPOSIT GUARANTY NATIONAL BANK
Commitment Amount: $10,000,000 By /s/ Xxxxxx X. Xxxxx
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Percentage of
Total Commitment: 2.5% Its Senior Vice President
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THE SUMITOMO BANK, LIMITED
Commitment Amount: $10,000,000 By /s/ Xxxx Xxxxxx
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Percentage of
Total Commitment: 2.5% Its Vice President & Manager
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COMPASS BANK
Commitment Amount: $10,000,000 By /s/ Xxxx Xxxxx
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Percentage o
Total Commitment: 2.5% Its Sr. Vice President
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Total Commitment Amount
of all Banks: $400,000,000
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