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Title: |
Restructuring Agreement |
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Entities: |
Amcast Industrial Corp.; Comerica Bank; National City Bank; U.S. Bank, NA; Bank of New York; Keybank NA; U.S. Bancorp; Mayer, Brown, Rowe & Maw |
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Date: |
2002 |
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Size: |
Preview shows 12KB of 72KB total |
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Price: |
$45 |
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ID: |
#388731 |
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RESTRUCTURING AGREEMENT
This RESTRUCTURING AGREEMENT, dated as of July 15, 2002 (this
"Agreement"), is entered into by and among:
(a) AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
("Borrower");
(b) the Guarantors, as hereinafter defined, that are parties
hereto (together with Borrower, collectively, the "Credit
Parties");
(c) the Line of Credit Lenders, as hereinafter defined;
(d) the Existing Credit Agreement Agent, as hereinafter defined,
and the Existing Credit Agreement Banks, as hereinafter
defined;
(e) the Noteholders, as hereinafter defined (the Line of Credit
Lenders, the Existing Credit Agreement Agent, the Existing
Credit Agreement Banks, and the Noteholders are collectively
referred to herein as the "Restructuring Lenders"); and
(f) the Collateral Agent, as hereinafter defined.
PRELIMINARY STATEMENTS:
----------------------
1. The Credit Parties and the Restructuring Lenders are parties to certain
Restructuring Lender Documents, as hereinafter defined, pursuant to which the
Restructuring Lenders have made certain loans and other extensions of credit all
on the terms and conditions set forth in the Restructuring Lender Documents.
2. Borrower has informed the Restructuring Lenders that it will be unable to
comply with certain provisions of the Restructuring Lender Documents.
3. Borrower, the LIFO Lenders (as hereinafter defined), the Restructuring
Lenders, and the Collateral Agent are parties to the Subordination, Waiver and
Consent Agreement, dated as of June 5, 2001 (as the same may from time to time
be amended, restated or otherwise modified, the "Subordination Agreement").
4. In connection with the foregoing, the Credit Parties have requested that
the Restructuring Lenders enter into this Agreement.
AGREEMENT:
In consideration of the premises and the mutual covenants contained in
this Agreement, and other good and valuable consideration the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:
{PAGE}
SECTION 1. Definitions.
-----------
1.1 Definitions. As used in this Agreement, the following terms have the
following meanings:
"Additional Prepayment" has the meaning set forth in Section
3.5(a) hereof.
"Applicable Restructuring Fee Rate" means the applicable
number of basis points, based upon the calculation of the Restructuring
Leverage Ratio for the most recently completed four fiscal quarters,
set forth below:
{TABLE}
{CAPTION}
{S} {C} {C} {C} {C}
Restructuring Leverage Ratio
-----------------------------------------------------------------------------------------------------------
Borrower's First Borrower's Second Borrower's Third Borrower's Fourth
Applicable Basis Fiscal Quarter of Fiscal Quarter of Fiscal Quarter of Fiscal Quarter of
Points 2003 2003 2003 2003
---------------------- -------------------- -------------------- --------------------- --------------------
20 basis points Greater than or Greater than or Greater than or Greater than or
equal to 6.25 to equal to 5.75 to equal to 5.50 to equal to 5.25 to
1.00 1.00 1.00 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
15 basis points Greater than or Greater than or Greater than or Greater than or
equal to 6.00 to equal to 5.50 to equal to 5.25 to equal to 5.00 to
1.00, but less 1.00, but less 1.00, but less than 1.00, but less
than 6.25 to 1.00 than 5.75 to 1.00 5.50 to 1.00 than 5.25 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
10 basis points Greater than or Greater than or Greater than or Greater than or
equal to 5.75 to equal to 5.25 to equal to 5.00 to equal to 4.75 to
1.00, but less 1.00, but less 1.00, but less than 1.00, but less
than 6.00 to 1.00 than 5.50 to 1.00 5.25 to 1.00 than 5.00 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
5 basis points Greater than or Greater than or Greater than or Greater than or
equal to 5.50 to equal to 5.00 to equal to 4.75 to equal to 4.50 to
1.00, but less 1.00, but less 1.00, but less than 1.00, but less
than 5.75 to 1.00 than 5.25 to 1.00 5.00 to 1.00 than 4.75 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
{/TABLE}
The Applicable Restructuring Fee Rate may be adjusted to levels acceptable to
the Required Lenders after, and based upon a review of, the Budget, which
adjustment shall be effective upon delivery by the Required Lenders of written
notice of such adjustment to Borrower.
"Budget" means a budget, including monthly and quarterly balance sheets, income
statements and cash flow statements on a consolidated and by plant basis and
otherwise in form and detail satisfactory to the Required Lenders, that details
Borrower's projected costs, expenses, other expenditures, capital requirements
and financial performance forecast for Borrower's 2003 fiscal year.
"Collateral Agent" means KeyBank National Association, in its capacity as
Collateral Agent under the Restructuring Lender Collateral Documents, together
with its successors and assigns in such capacity.
"Commitment Letter" has the meaning set forth in Section 3.9(b) hereof.
"Committed Debt" means, as of any date, the sum of (a) Funded Indebtedness (as
defined in the Existing Credit Agreement), plus (b) the difference between (i)
the Maximum Amount (as defined in the LIFO Credit Agreement) and (ii) the
aggregate principal amount of Revolving Loans (as defined in the LIFO Credit
Agreement) outstanding under the LIFO Credit Agreement, minus (c) the aggregate
amount of cash on deposit in the Cash Collateral Account, as defined in the LIFO
Restructuring Agreement.
2
{PAGE}
"Companies" means, collectively, Borrower and each Subsidiary.
"Creditor Documents" means, collectively, the LIFO Lender Documents and the
Restructuring Lender Documents.
"Creditors" means, collectively, the LIFO Lenders and the Restructuring Lenders.
"CTC Forbearance Agreement" means the Forbearance and Waiver Agreement among
Borrower, the LIFO Agent, on behalf of and for the benefit of the LIFO Banks,
and Bank One, Indiana, National Association on behalf of itself and as CTC Agent
(as defined therein) for the benefit of and on behalf of the CTC Banks (as
defined therein), dated as of June 5, 2001, as the same may from time to time be
amended, restated or otherwise modified.
"Domestic EBITDA" means Consolidated EBITDA (as defined in the Existing Credit
Agreement as in effect on the date hereof) less the amounts used in calculating
Consolidated EBITDA that are attributed to Foreign Subsidiaries.
"Effective Date" has the meaning set forth in Section 6 hereof.
"Existing Bank Noncompliance Events" has the meaning set forth in Section 2.2
hereof.
"Existing Credit Agreement" means the Credit Agreement, dated as of August 14,
1997, among Borrower, the Existing Credit Agreement Banks and the Existing
Credit Agreement Agent, as amended and as the same may from time to time be
further amended, restated or otherwise modified.
"Existing Credit Agreement Agent" means KeyBank National Association, as Agent
for the Existing Credit Agreement Banks, together with its successors and
assigns in such capacity.
"Existing Credit Agreement Banks" means the lenders party to the Existing Credit
Agreement, together with their respective successors and assigns in such
capacity.
"Existing Credit Agreement Loan Documents" means the Loan Documents, as defined
in the Existing Credit Agreement.
"Existing Credit Agreement Obligations" means all indebtedness and other
obligations incurred by Borrower or any other Company to the Existing Credit
Agreement Agent or the Existing Credit Agreement Banks pursuant to the Existing
Credit Agreement, whether for principal, premium, interest, fees, costs or
indemnities, and whether now existing or hereafter arising.
3
{PAGE}
"Foreign Subsidiary" means a Subsidiary that is organized outside of the United
States.
"Guarantor" means any Person that pledges its credit or property in any manner
for the payment or other performance of any of the LIFO Lender Obligations or
Restructuring Lender Obligations.
"Intercreditor Agreement" means the Collateral Agency and Intercreditor
Agreement, dated as of June 5, 2001, by and among the Existing Credit Agreement
Agent, the Existing Credit Agreement Banks, the Noteholders, the Line of Credit
Lenders and the Collateral Agent, as the same may from time to time be amended,
restated or otherwise modified.
"Lien" means any mortgage, security interest, lien (statutory or other), charge,
encumbrance on, pledge or deposit of, or conditional sale, leasing, sale with a
right of redemption or other title retention agreement and any capitalized lease
with respect to any property (real or personal) or asset.
"LIFO Credit Agreement" means the Last-In-First-Out Credit Agreement, dated as
of June 5, 2001, among Borrower, the LIFO Credit Agreement Banks and the LIFO
Credit Agreement Agent, as amended and as the same may from time to time be
further amended, restated or otherwise modified.
"LIFO Credit Agreement Agent" means KeyBank National Association, as Agent for
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