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EXHIBIT 4 (j)
NINTH AMENDMENT TO CREDIT AGREEMENT
This Ninth Amendment to Credit Agreement (this "AMENDMENT") is made as of June
30, 1999 by and among FERRO CORPORATION (the "BORROWER"), the four banks
(collectively the "BANKS" and each a "BANK") executing and delivering this
Amendment and NATIONAL CITY BANK as the agent (in that capacity the "AGENT") of
the Banks for purposes of the Credit Agreement referred to below, as that Credit
Agreement may be amended from time to time:
WHEREAS:
I. The Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of August 22, 1990, as amended by an Amendment
Agreement made as of May 31, 1991, as further amended by a Second Amendment to
Credit Agreement made as of July 30, 1991, as further amended by a Third
Amendment to Credit Agreement made as of December 31, 1991, as further amended
by a Fourth Amendment to Credit Agreement made as of July 21, 1992, as further
amended by a Fifth Amendment to Credit Agreement made as of August 20, 1993, as
further amended by a Sixth Amendment to Credit Agreement made as of June 22,
1995, and as further amended by a Seventh Amendment to Credit Agreement made as
of October 25, 1995 and as further amended by an Eighth Amendment to Credit
Agreement made as of July 24, 1997 (that Credit Agreement as so amended the
"EXISTING CREDIT AGREEMENT") providing for, among other things, Commitments
pursuant to which Advances in the aggregate unpaid principal sum of not more
that one hundred fifty million dollars ($150,000,000) are available to the
Borrower upon certain terms and conditions until the Termination Date;
II. The Borrower has requested the Banks and the Agent to
agree to amend Section 5.01(c) (captioned "Tangible Net Worth") of the Existing
Credit Agreement, and Section 5.01(d) (captioned "Tangible Net Worth Ratio") of
the Existing Credit Agreement, and
III. The Banks and the Agent are willing to so agree, subject
to the terms and conditions of this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and (in the case of the Banks and the Agent), in
reliance upon the representations and warranties of the Borrower herein
contained, the Borrower, the Banks and the Agent hereby agree as follows:
A. Section 5.01(c) (captioned "Tangible Net Worth") of the Existing Credit
Agreement is amended and restated, effective as of June 30, 1999, as follows:
"(c) TANGIBLE NET WORTH. Maintain an excess of (i) the sum of
consolidated total tangible assets plus an amount equal to the
After-Tax Realignment Expense plus, from the date of this
Amendment through December 31, 1999, an amount [in no case
greater than fifty-five million dollars ($55,000,000)] equal
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to the goodwill acquired by Borrower from Synthetic Products
Company ("SYNPRO"), a Delaware corporation, as a part of
Borrower's acquisition of all or substantially all of the
asset of Synpro over (ii) consolidated total liabilities
(including Guaranties) of the Borrower and its subsidiaries of
not less than the Required Net Worth. The "Required Net Worth"
shall initially be two hundred sixty-eight million dollars
($268,000,000) , and shall increase as of December 31 of each
year, commencing December 31, 1999, by an amount equal to
twenty-five percent (25%) of the consolidated net income (if
any) of the Borrower and its subsidiaries for the fiscal year
ending on such December 31."
B. Section 5.01(d) (captioned "Tangible Net Worth Ratio") of the Existing Credit
Agreement is amended and restated, effective as of June 30, 1999, as follows:
"(d) TANGIBLE NET WORTH RATIO." Maintain a ratio (expressed as
a decimal fraction) of
(i) consolidated total liabilities (including
Guaranties but excluding the Transition Obligation) to
(ii) the aggregate of consolidated tangible net
worth, plus an amount [in no case greater than fifty-five
million dollars ($55,000,000)] equal to the goodwill acquired
by Borrower from Synthetic Products Company ("SYNPRO"), a
Delaware corporation, as a part of Borrower's acquisition of
all or substantially all of the assets of Synpro, plus an
amount equal to the After-Tax Realignment Expense,
of not more than 2.50 from the date of this Amendment through December
31, 1999 nor more than 1.85 thereafter."
C. The Borrower hereby represents and warrants to each Bank and the Agent that
no event, condition or other thing has occurred and is continuing, or will occur
after giving effect to this Amendment, which constitutes, or which with the
giving of notice or the lapse of any grace period or both would constitute, an
Event of Default. All representations are true and correct as of the date of
this Amendment. The representation and warranty made pursuant to this paragraph
C shall survive the execution and delivery of this Amendment.
D. The Borrower, the Banks and the Agent do hereby ratify and confirm all of the
terms and conditions of the Existing Credit Agreement not specifically amended
by this Amendment and all such terms and conditions remain in full force and
effect.
E. This Amendment may be executed in one or more counterparts, each counterpart
to be executed by the Borrower, by the Agent and by one or more or all of the
Banks. Any party to the Existing Credit Agreement may deliver an executed
signature page to this Amendment by telecopy to the Agent at the telecopier
number set forth below the Agent's signature, and that party shall be deemed to
have executed and delivered that signature page with the intent to be bound by
this Amendment,
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PROVIDED, that each party to this Amendment shall, on the Agent's request,
deliver to the Agent such number of counterparts bearing the original signature
of that party as the Agent may request in order that each party may ultimately
have a counterpart bearing the original signature of each party to this
Amendment. Each party to this Amendment hereby assents to the foregoing
procedure for executing and delivering this Amendment and agrees that all such
counterparts taken together shall constitute but one agreement, which agreement
constitutes the entire agreement between the parties to this Amendment in
respect of its subject matter.
FERRO CORPORATION CITIBANK, N.A.
By: _____________________________ By: _____________________________
NATIONAL CITY BANK, AGENT THE FIRST NATIONAL BANK
OF BOSTON
By: _____________________________ By: _____________________________
NATIONAL CITY BANK KEYBANK NATIONAL ASSOCIATION
By: _____________________________ By: _____________________________
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