Exhibit 4.d
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") dated as of June 30, 1995
is to that Credit Agreement dated as of February 1, 1993 (as amended and
modified hereby and as further amended and modified from time to time
hereafter, the "Credit Agreement"; terms used but not otherwise defined herein
shall have the meanings assigned in the Credit Agreement), by and among TRIMAS
CORPORATION, a Delaware corporation (the "Company"), CERTAIN OF ITS
SUBSIDIARIES identified as a "Additional Borrowers" on the signature pages
hereof (the "Additional Borrowers"), the various banks and lending
institutions identified on the signature pages hereto (the "Banks"),
NATIONSBANK, N.A. (CAROLINAS) (formerly known as NationsBank of North
Carolina, N.A.) as agent (in such capacity, the "Agent").
W I T N E S S E T H
WHEREAS, the Banks have, pursuant to the terms of the Credit Agreement,
made available to the Borrower a $350,000,000 credit facility; and
WHEREAS, the Banks have agreed to amend the Credit Agreement on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. The following Banks will withdraw from the credit facility (the
"Withdrawing Banks"):
Citicorp USA, Inc.
Society National Bank
By execution of this First Amendment, the Company, the Additional Borrowers,
the Withdrawing Banks, the other Banks and the Agents hereby agree as follows:
(i) Effective as of June 30, 1995 (the "Effective Date"), (A)
the Commitments of the Banks shall be reallocated among the Banks as set
forth in Schedule 2.1 attached hereto, (B) the Commitments of the
Withdrawing Banks as set forth on Schedule 2.1 attached hereto shall be
$0 and the Withdrawing Banks shall not be obligated to make any Loan on
or after the Effective Date and (C) the Commitments of the Remaining
Banks shall be as set forth on Schedule 2.1 attached hereto;
(ii) The Company agrees to obtain Loans on the Effective Date
from the Remaining Banks (the "New Loans"), the proceeds of which will
be used by the Company to repay all Loans maturing on the Effective Date
(including all
Loans currently held by the Withdrawing Banks which will be paid in full
on the Effective Date). The New Loans will be made in accordance with
the terms of the Credit Agreement and if the New Loans consist of
Syndicated Loans, such Loans shall be made by the Remaining Banks based
upon the reallocated Commitments set forth on Schedule 2.1 attached
hereto;
(iii) In addition to the repayment in full on the Effective Date
of all Loans held by the Withdrawing Banks, the Company agrees to pay
the Withdrawing Banks on the Effective Date all interest and fees owing
to the Withdrawing Banks under the Credit Agreement as of the Effective
Date;
(iv) Upon the repayment in full on the Effective Date of all
Loans, interest and fees owing to the Withdrawing Banks under the Credit
Agreement, each Withdrawing Bank shall cease to be a "Bank" under the
Credit Agreement and shall be relieved and released from all liabilities
and obligations thereunder; and
(v) The rights and the obligations of the Company, the
Additional Borrowers and the Remaining Banks shall be governed by the
terms of the Credit Agreement as modified by this First Amendment.
B. The Credit Agreement is amended in the following respects:
1. The Commitments of the respective Banks have been
reallocated among the Banks to be as provided in Schedule 2.1 attached hereto.
2. Section 1.01 is amended by adding the following definition
in the alphabetically appropriate place:
"Pricing Ratio" shall mean the ratio of (a) Funded Debt to (b)
Adjusted Operating Profit.
3. Section 1.01 is further amended by amending the definition
of "Applicable Margin" in its entirety so that such definition now reads as
follows:
"Applicable Margin" shall mean with respect to:
(a) each Floating Rate Loan, 0% per annum;
(b) each Syndicated Eurodollar Rate Loan,
(i) .325% per annum for any Rate Period if the
Pricing Ratio as of the
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end of the most recently ended fiscal quarter of the
Company prior to such Rate Period is less than 1.5 to
1.0;
(ii) .375% per annum for any Rate Period if the
Pricing Ratio as of the end of the most recently ended
fiscal quarter of the Company prior to such Rate
Period is equal to or greater than 1.5 to 1.0 but less
than 2.0 to 1.0; and
(iii) .50% per annum for any Rate Period if the
Pricing Ratio as of the end of the most recently ended
fiscal quarter of the Company prior to such Rate
Period is equal to or greater than 2.0 to 1.0 but less
than 3.0 to 1.0;
(iv) .625% per annum for any Rate Period if the
Pricing Ratio as of the end of the most recently ended
fiscal quarter of the Company prior to such Rate
Period is equal to or greater than 3.0 to 1.0 but less
than 3.5 to 1.0;
(v) .75% per annum for any Rate Period if the
Pricing Ratio as of the end of the most recently ended
fiscal quarter of the Company prior to such Rate
Period is equal to or greater than 3.5 to 1.0; and
(c) each Negotiated Eurodollar Rate Loan, the percentage
expressed on a per annum basis, offered by the relevant Bank
pursuant to Section 2.4(d) as the Applicable Margin (also referred
to as the Negotiated Eurodollar Margin) with respect to such Loan.
4. Section 1.01 is further amended by amending the definition
of "Maturity Date" in its entirety so that such definition now reads as
follows:
"Maturity Date" shall mean the earlier of (a) July 1, 2000 or (b)
the date on which the Commitments shall be terminated pursuant to
Section 2.9, 2.10, or 6.2.
5. Section 2.4(b) is amended by amending in its entirety the
last sentence of such Section so that such sentence now reads as follows:
The Company, if it requests any Negotiated Rate Loan, shall do so
pursuant to this Section in such a manner that the aggregate principal
amount of the outstanding Loans never exceeds the aggregate amount of
the Commitments; provided, however, at any time when the Pricing Ratio
is
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greater than 3.5 to 1.0 but less than 4.0 to 1.0 as of the end of the
most recently completed fiscal quarter of the Company, the Company, if
it requests any Negotiated Rate Loan, shall do so pursuant to this
Section in such a manner that the aggregate principal amount of the
outstanding Negotiated Rate Loans never exceeds fifty percent (50%) of
the Commitments; provided further, at any time when the Pricing Ratio is
equal to or greater than 4.0 to 1.0 as of the end of the most recently
completed fiscal quarter of the Company, the Company shall not be
entitled to request any Negotiated Rate Loan; provided further, the
foregoing restrictions shall have no effect on outstanding Negotiated
Rate Loans made prior to the implementation of such restrictions nor
shall the implementation of such restrictions constitute a Default
hereunder.
6. Section 2.8(a) is amended in its entirety so that such
Section now reads as follows:
(a) The Company agrees to pay to the Banks, ratably in
proportion to their Commitments, a commitment fee on the daily average
amount by which the aggregate amount of the Commitments exceeds the
aggregate amount of the Loans during each Rate Period at a rate equal to
(i) .025% per annum if the Pricing Ratio for the fiscal quarter ending
immediately prior to such Rate Period is less than 1.5 to 1.0, (ii) .05%
per annum if the Pricing Ratio for the fiscal quarter ending immediately
prior to such Rate Period is equal to or greater than 1.5 to 1.0 but
less than 2.0 or (iii) .125% per annum if the Pricing Ratio for the
fiscal quarter ending immediately prior to such Rate Period is equal to
or greater than 2.0 to 1.0.
7. Section 2.8(b) is amended in its entirety so that such
Section now reads as follows:
(b) The Company agrees to pay to the Banks, ratably in
proportion to their Commitments, a facility fee on the daily aggregate amount
of the Commitments (regardless of usage) during each Rate Period at a rate
equal to (i) .125% per annum if the Pricing Ratio for the fiscal quarter
ending immediately prior to such Rate Period is less than 3.0 to 1.0, (ii)
.15% per annum if the Pricing Ratio for the fiscal quarter ending immediately
prior to such Rate Period is equal to or greater than 3.0 to 1.0 but less than
3.5 or (iii) .25% per annum if the Pricing Ratio for the fiscal quarter ending
immediately prior to such Rate Period is equal to or greater than 3.5 to 1.0.
8. Section 5.7 is amended in its entirety so that such Section
now reads as follows:
5.7 Ratio of Funded Debt to Adjusted Operating Profit. It will
not permit or suffer the ratio of (a) the Consolidated Funded Debt of
the Company and its Consolidated Subsidiaries to (b) the Consolidated
Adjusted Operating
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Profit of the Company and its Consolidated Subsidiaries, at any time to
be greater than 4.0 to 1.0. The above limitation shall not prevent the
Company or any of its Consolidated Subsidiaries from creating,
incurring, issuing, guaranteeing or assuming Debt for the purpose of
extending, renewing or refunding not more than the principal amount of
the Debt then outstanding of the Company or of a Consolidated
Subsidiary.
B. The Company hereby represents and warrants that:
(i) any and all representations and warranties made by the
Company and contained in the Credit Agreement (other than those which
expressly relate to a prior period) are true and correct in all material
respects as of the date of this First Amendment; and
(ii) No Default or Event of Default currently exists and is
continuing under the Credit Agreement as of the date of this First
Amendment.
C. This First Amendment shall not be effective until receipt by the
Agent of the following in form and substance satisfactory to the Banks:
1. Executed Documents. Executed copies of this First Amendment
and related documentation.
2. Other Information. Such other information and documents as
the Agent may reasonably request.
D. The Company and the Additional Borrowers will execute such
additional documents as are reasonably requested by the Agent to reflect the
terms and conditions of this First Amendment.
E. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and Exhibits and Schedules) remain in full force and effect.
F. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this First
Amendment, including without limitation the reasonable fees and expenses of
Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Agent.
G. This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this First Amendment
to produce or account for more than one such counterpart.
H. This First Amendment and the Credit Agreement, as amended hereby,
shall be deemed to be contracts made under, and
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for all purposes shall be construed in accordance with the laws of the State
of North Carolina.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this First Amendment to Credit Agreement to be duly executed under seal and
delivered as of the date and year first above written.
BORROWER:
TRIMAS CORPORATION,
a Delaware corporation
By /s/ Xxxxx X. XxXxxxxx
Title Vice President/Treasurer
ADDITIONAL BORROWERS:
COMPAC CORPORATION
By /s/ Xxxxx X. XxXxxxxx
Title Vice President
XXXXXX CYLINDER COMPANY
By /s/ Xxxxx X. XxXxxxxx
Title Vice President
XXXXXX METAL GASKET COMPANY
By /s/ Xxxxx X. XxXxxxxx
Title Vice President/Treasurer
BANKS:
NATIONSBANK, N.A. (CAROLINAS),
individually in its capacity as a
Bank and in its capacity as Agent
(formerly known as NationsBank of
North Carolina, N.A.)
By /s/ Xxxxxxx X. Xxxxxxx
Title SVP
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COMERICA BANK
By /s/ Xxxxxxx X. Xxxxxxx
Title Vice President
SOCIETY NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxx
Title Vice President
THE BANK OF NOVA SCOTIA
By /s/ P.C.H. Xxxxx
Title Senior Manager Loan Operations
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxxx
Title Assistant Vice President
BANK OF AMERICA ILLINOIS
By /s/ Xxxxxxx X. Xxxxxxxx
Title Managing Director
THE BANK OF NEW YORK
By /s/ Xxxxxxx Xxxx
Title Vice President
CHEMICAL BANK
By /s/ Xxxxxxxx Xxxxxxx
Title Vice President
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CITICORP USA, INC.
By /s/ Xxxxxxx X. Xxxxx
Title Vice President
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxx X. Xxxxx
Title Vice President
NATIONAL CITY BANK
By /s/ Xxxxxx X. Xxxxxxx
Title Account Officer
CIBC, INC.
By /s/ Xxxx X. Xxxxx
Title Vice President
NBD BANK (Formerly NBD Bank, N.A.)
By /s/ Xxxxxxx X. Xxxxxxxxxxxx
Title Vice President
ROYAL BANK OF CANADA
By /s/ Xxxxxxx X. Xxxxx
Title Senior Manager
Corporate Banking
THE NORTHERN TRUST COMPANY
By /s/ S. Xxxx Xxxxxx
Title Vice President
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TRUST COMPANY BANK
By /s/ Xxxxxx X. Xxxxx
Title Vice President
By /s/ Xxxxxxx X. Xxxxxx
Title Vice President
