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Exhibit 4.8
SIXTH AMENDMENT AGREEMENT
This Sixth Amendment Agreement is made as of the 18th day of November,
1997, by and among PARK-OHIO INDUSTRIES, INC., an Ohio corporation ("Borrower"),
KEYBANK NATIONAL ASSOCIATION (successor by merger to Society National Bank), as
Agent ("Agent") and the banking institutions listed on Annex 1 attached hereto
and made a part hereof ("Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit
Agreement dated as of April 11, 1995, as amended and as it may from time to time
be further amended, restated or otherwise modified, which provides, among other
things, for a revolving credit and a term loan aggregating One Hundred
Seventy-Five Million Dollars, all upon certain terms and conditions ("Credit
Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement to reduce the amount of the credit facility to Fifty Million Dollars
($50,000,000) and to modify certain other provisions thereof;
WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower, Agent and the
Banks agree as follows:
1. As used in this Sixth Amendment Agreement, "Effective Date" shall
mean the date when all of the following shall have occurred:
(a) Borrower shall have made a prepayment in full of the Term Loan in
an amount equal to the unpaid principal balance of the Term Loan, together with
all interest accrued thereon through the date of such prepayment.
(b) Borrower shall have made a prepayment of the Revolving Loans such
that the aggregate principal amount of all outstanding Revolving Loans shall not
exceed Fifty Million Dollars ($50,000,000).
(c) With respect to each prepayment of a LIBOR Loan pursuant to (a) and
(b) hereof, Borrower shall have paid to Agent, for the account of each of the
Banks, any prepayment penalty required to be paid pursuant to Section 2.4 of the
Credit Agreement as a result of such prepayment.
(d) Borrower shall have complied with each of the conditions set forth
in Section 19 of this Sixth Amendment Agreement.
(e) Borrower shall have furnished to Agent and each Bank a copy of the
Indenture and ancillary documents relating to the Senior Subordinated Notes,
including, but not limited to any Offering Memorandum prepared in connection
therewith, certified by the Secretary of Borrower as
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being true and complete, which Indenture shall be substantially in the form of
the draft of the Indenture delivered to Agent on or prior to the date of this
Sixth Amendment Agreement.
(f) The Senior Subordinated Notes shall have been issued to the Senior
Subordinated Noteholders.
(g) A portion of the proceeds of the Senior Subordinated Notes shall
have been placed in escrow pursuant to the provisions of the indenture relating
to the 7.25% Convertible Senior Subordinated Debentures, due June 15, 2004, for
payment in full of all Indebtedness outstanding under such debentures, and the
then remaining balance of such proceeds shall have been paid and applied (i) as
a prepayment in full of the Term Loan pursuant to subpart (a) of this Section 1
and (ii) as a partial prepayment of the Revolving Loans.
(h) Borrower shall have delivered to Agent an opinion of counsel for
Borrower (in the form agreed to by Agent and Borrower on or prior to the date of
this Sixth Amendment Agreement) with respect to the transactions contemplated by
the Indenture and with respect to this Sixth Amendment Agreement.
All of the subparts of this Section 1 shall be deemed to have occurred
simultaneously if all of such subparts shall have occurred and none shall be
deemed to have occurred if any one of them shall not have occurred.
2. As of the Effective Date, Article I of the Credit Agreement is
hereby amended to delete the definitions of "Revolving Credit Commitment" and
"Total Commitment Amount" in their entirety and to insert in place thereof the
following:
"Revolving Credit Commitment" shall mean the obligation
hereunder of the Banks, during the Commitment Period, to make Revolving
Loans up to an aggregate principal amount outstanding at any time equal
to Fifty Million Dollars ($50,000,000) (or such lesser amount as shall
be determined pursuant to Section 2.5 hereof).
"Total Commitment Amount" shall mean the obligation hereunder
of the Banks, during the Commitment Period, to make Revolving Loans to
Borrower up to the maximum aggregate principal amount outstanding at
any time equal to Fifty Million Dollars ($50,000,000) (or such lesser
amount as shall be determined pursuant to Section 2.5 hereof).
3. Article I of the Credit Agreement is hereby amended to delete the
definitions of "Consolidated Cash-In-Flow", "Consolidated Cash-Out-Flow",
"Subsidiary" and "Total Funded Indebtedness" in their entirety and to insert in
place thereof, respectively, the following:
"Consolidated Cash-In-Flow" shall mean, for the time period in
question and on a consolidated basis and in accordance with generally
accepted accounting principles not inconsistent with Borrower's present
accounting procedures, the aggregate of (a) Consolidated Net Earnings,
plus (b) Consolidated Depreciation, Obsolescence and
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Amortization Charges, minus (c) Capital Distributions (provided that
Borrower's repurchase of the 7.25% Convertible Senior Subordinated
Debentures, due June 15, 2004, after the Effective Date (as described
in the Sixth Amendment Agreement, dated as of November 18, 1997 to this
Credit Agreement) shall not constitute a Capital Distribution for
purposes of determining Consolidated Cash-In-Flow).
"Consolidated Cash-Out-Flow" shall mean, for the time period
in question and on a consolidated basis and in accordance with
generally accepted accounting principles not inconsistent with
Borrower's present accounting procedures, the aggregate of (a) the
current portion of Funded Indebtedness for the period in question as of
the end of that period, (b) all Capital Expenditures, and (c) all
capital assets acquired for cash (nonborrowed money) as a result of one
or more corporate acquisitions, mergers and/or consolidations;
provided, however, that Borrower's repayment of the Term Loan and
Revolving Loans with the proceeds of the Senior Subordinated Notes
after the Effective Date (as described in the Sixth Amendment
Agreement, dated as of November 18, 1997 to this Credit Agreement)
shall be excluded from Consolidated Cash-Out-Flow.
"Subsidiary" of Borrower or any of its Subsidiaries shall mean
(a) a corporation more than fifty percent (50%) of the voting power or
capital stock of which is owned, directly or indirectly, by Borrower or
by one or more other Subsidiaries of Borrower or by Borrower and one or
more Subsidiaries of Borrower, (b) a partnership or limited liability
company of which Borrower, one or more other Subsidiaries of Borrower
or Borrower and one or more Subsidiaries of Borrower, directly or
indirectly, is a general partner or managing member, as the case may
be, or otherwise has the power to direct the policies, management and
affairs thereof, or (c) any other Person (other than a corporation) in
which Borrower, one or more other Subsidiaries of Borrower or such
Person, directly or indirectly, has at least a majority ownership
interest or the power to direct the policies, management and affairs
thereof.
"Total Funded Indebtedness" shall mean, on a consolidated
basis and in accordance with generally acceptable accounting principles
not inconsistent with Borrower's present accounting procedures, all
Funded Indebtedness of Borrower.
4. Article I of the Credit Agreement is hereby amended to add the
following new definitions thereto:
"Companies" shall mean Borrower and all Subsidiaries.
"Compliance Certificate" shall mean a certificate in the form
of Exhibit C attached hereto.
"Financial Officer" shall mean any of the following officers:
chief executive officer, president, chief financial officer, director
of finance or controller.
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"Funded Indebtedness" shall mean, for any period, all
Indebtedness that is funded, including, but not limited to, current,
long-term and Subordinated Indebtedness; provided, however, that (a)
reimbursement obligations (contingent or otherwise) under any letter of
credit, banker's acceptance, interest rate swap, cap, collar or floor
agreement or other interest rate management device shall not be deemed
to be "funded" so long as such obligation remains solely a contingent
obligation, and (b) any guaranty shall be deemed to be "funded" but
shall be measured without duplication to Indebtedness otherwise
included as "funded".
"Indenture" shall mean that certain Indenture dated in
November of 1997, between Borrower and Norwest Bank Minnesota, National
Association, as trustee, pursuant to which the Senior Subordinated
Notes will be issued to the Senior Subordinated Noteholders.
"Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization,
corporation, limited liability company, institution, trust, estate,
government or other agency or political subdivision thereof or any
other entity.
"Senior Subordinated Noteholder" shall mean any one of the
Senior Subordinated Noteholders under the Indenture.
"Senior Subordinated Notes" shall mean the Senior Subordinated
Notes issued pursuant to the Indenture in November of 1997 and due in
2007.
5. Section 5.3 of the Credit Agreement is hereby amended to add the
following new subpart (f) thereto:
(f) concurrently with the delivery of the financial
statements in (a) and (b) above, a Compliance Certificate.
6. As of the Effective Date, Section 5.11 of the Credit Agreement is
hereby deleted in its entirety with the following being inserted in place
thereof:
SECTION 5.11. BORROWING. The Companies shall not create, incur
or have outstanding any obligation for borrowed money or any
Indebtedness of any kind; provided that this Section shall not apply to
(a) the Loans; (b) any loans granted to Borrower evidenced by
promissory notes issued pursuant to any other agreement hereafter in
effect so long as the aggregate principal amount of all such loans does
not exceed Two Hundred Fifty Thousand Dollars ($250,000) at any one
time outstanding; (c) the Indebtedness set forth in Annex 2 attached
hereto and made a part hereof, provided that the 7.25% Convertible
Senior Subordinated Debentures, due June 15, 2004 shall be specifically
deleted therefrom; (d) loans to a Company from a Company so long as
each such Company is Borrower or a Guarantor of Payment; or (e) the
Indebtedness evidenced by the Senior Subordinated Notes up to an
aggregate principal amount of One Hundred Seventy Five Million Dollars
($175,000,000), which proceeds shall be used solely for (i) payment of
the 7.25% Convertible Senior Subordinated Xxxxxxxxxx, xxx Xxxx 00,
0000, (xx) payment of the Term
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Loan, (iii) payment of the Revolving Loans, and (iv) working capital
purposes in the ordinary course of business.
7. Section 5.17 of the Credit Agreement is hereby deleted in its
entirety with the following being inserted in place thereof:
SECTION 5.17. NOTICE.
(a) Borrower shall cause a Financial Officer of Borrower to
promptly notify Agent and the Banks whenever any Possible Default or
Event of Default may occur hereunder or any other representation or
warranty made in Article VI hereof or elsewhere in this Credit
Agreement or in any Related Writing may for any reason cease in any
material respect to be true and complete; and
(b) Borrower shall provide notice to Agent and the Banks
contemporaneously with any notice provided to the trustee or the Senior
Subordinated Noteholders under the Indenture or the Senior Subordinated
Notes.
8. Section 5.20 of the Credit Agreement is hereby deleted in its
entirety with the following being inserted in place thereof:
SECTION 5.20. Borrower's use of the proceeds of the Revolving
Credit Commitment shall be solely for working capital purposes of
Borrower and the Guarantors of Payment, in the ordinary course of
business (which shall specifically exclude any acquisition or
investment (other than investments allowed pursuant to subparts (i),
(ii) and (iii) of Section 5.14 hereof)).
9. Section 5.25 of the Credit Agreement is hereby deleted in its
entirety with the following being inserted in place thereof:
SECTION 5.25. TOTAL DEBT TO CAPITALIZATION. Borrower and its
Consolidated Subsidiaries will not suffer or permit at any time, on a
consolidated basis, the ratio of (a) Total Funded Indebtedness to (b)
Total Funded Indebtedness plus Equity, to exceed (i) .60 to 1.00 on
June 30, 1997 through Xxxxx 00, 0000, (xx) .55 to 1.00 on March 31,
1998 through December 31, 1998, and (iii) .50 to 1.00 on January 1,
1999 and thereafter, based upon Borrower's financial statements for the
most recent calendar quarter.
10. Article VII of the Credit Agreement is hereby amended to add the
following new Sections thereto:
SECTION 7.10. DESIGNATED SENIOR INDEBTEDNESS. If any Company
shall incur or permit to exist any Designated Senior Indebtedness (as
defined in the Indenture) other than the Debt.
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SECTION 7.11. SENIOR SUBORDINATED INDEBTEDNESS. If (a) any
Event of Default (as defined in the Indenture), or any event or
condition which with the lapse of time or giving of notice or both
would constitute an Event of Default (as defined in the Indenture),
shall exist under the Indenture, the Senior Subordinated Notes or any
agreement executed by Borrower in connection therewith, (b) without the
prior written consent of Agent and the Majority Banks, the Indenture or
the Senior Subordinated Notes shall be amended or modified in any
respect, (c) the Senior Subordinated Notes shall be accelerated for any
reason, or (d) if the Indebtedness evidenced by the Senior Subordinated
Notes, or any portion thereof, shall at any time fail or cease to be
Subordinated to the Debt, or any portion of the Debt, including, but
not limited to, the principal of each Note, all interest thereon and
all commitment and other fees under this Credit Agreement.
SECTION 7.12. EFFECTIVENESS OF SIXTH AMENDMENT. If the Senior
Subordinated Notes shall have been issued and the Effective Date (as
described in the Sixth Amendment Agreement, dated as of November 18,
1997 to this Credit Agreement) shall not have occurred.
11. Section 8.1 of the Credit Agreement is hereby deleted in its
entirety with the following being inserted in place thereof:
SECTION 8.1. OPTIONAL DEFAULTS. If any Event of Default
referred to in Section 7.1, 7.2., 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.10,
7.11 or 7.12 hereof shall occur, the Majority Banks shall have the
right in their discretion, by directing Agent, on behalf of the Banks,
to give written notice to Borrower, to
(a) terminate the Commitments and the credits hereby
established, if not theretofore terminated, and, immediately upon such
election, the obligations of the Banks, and each thereof, to make any
further Loan or Loans hereunder, immediately shall be terminated,
and/or
(b) accelerate the maturity of all of the Debt (if it be not
already due and payable), whereupon all of the Debt shall become and
thereafter be immediately due and payable in full without any
presentment or demand and without any further or other notice of any
kind, all of which are hereby waived by Borrower.
12. As of the Effective Date, the Term Loan Commitment shall be deemed
to have been terminated.
13. After the Term Loan has been paid in full pursuant to Section 1 of
this Sixth Amendment Agreement, each Bank will xxxx its Term Note being prepaid
"Canceled" and return the same to Agent for delivery to Borrower.
14. After the date of this Sixth Amendment Agreement, and any provision
of the Credit Agreement to the contrary notwithstanding, no Company shall (a)
acquire the assets or stock of any
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Person, (b) make or hold any investment in any stocks, bonds or securities of
any kind for the purpose of acquiring the assets or stock of any Person, or, to
the extent such investments (described in subpart (b) hereof) already exist,
Borrower shall take no further or additional action to consummate or continue
any such efforts which would have the effect of pursuing an acquisition.
15. Within fourteen (14) days after the date of this Sixth Amendment
Agreement, (a) Borrower shall cause Friendly & Safe Packaging Systems, Inc. to
execute and deliver to Agent (i) a Guaranty of Payment, and (ii) an officer's
certificate certifying the names of the officers of such Company authorized to
sign the Guaranty of Payment, together with the true signatures of such officers
and certified copies of (A) the resolutions of the board of directors of such
Company evidencing approval of the execution and delivery of the Guaranty of
Payment and the execution of other Related Writings to which such Company is a
party, and (B) the Articles (or Certificate) of Incorporation and all amendments
thereto of such Company; and (b) Borrower shall deliver an opinion of counsel
acceptable to Agent with respect to Friendly & Safe Packaging System, Inc.
16. As of the Effective Date, the Credit Agreement is hereby amended by
deleting Annex 1 thereof in its entirety and by inserting in place thereof a new
Annex 1, in the form of Annex 1 attached hereto.
17. As of the Effective Date, the Credit Agreement is hereby amended by
deleting Exhibit A in its entirety and by substituting in place thereof a new
Exhibit A in the form of Exhibit A attached hereto.
18. The Credit Agreement is hereby amended by adding a new Exhibit C in
the form of Exhibit C attached hereto.
19. Concurrently with the execution of this Sixth Amendment Agreement,
Borrower shall:
(a) execute and deliver to Agent new Revolving Credit Notes dated as of
April 11, 1995, made payable to each Bank and in the form and substance of
Exhibit A attached hereto;
(b) pay all legal fees and expenses of Agent incurred on or prior to
the date hereof in connection with this Sixth Amendment Agreement, the Credit
Agreement, the issuance of the Senior Subordinated Notes, and the preparation
and negotiation of all loan documentation, whether executed or unexecuted,
involving Borrower, Agent and the Banks;
(c) cause each Guarantor of Payment to consent and agree to and
acknowledge the terms of this Sixth Amendment Agreement;
(d) (i) cause each of Advance Vehicles, Inc., Arden Industrial
Products, Inc. and General Aluminum Manufacturing Company II to execute and
deliver to Agent (A) a Guaranty of Payment; and (B) an officer's certificate
certifying the names of the officers of each such Company authorized to sign the
Guaranty of Payment, together with the true signatures of such officers and
certified
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copies of (x) the resolutions of the board of directors of such Company
evidencing approval of the execution and delivery of the Guaranty of Payment and
the execution of other Related Writings to which such Company is a party, and
(y) the Articles (or Certificate) of Incorporation and all amendments thereto of
such Company; and (ii) deliver to Agent an opinion of counsel acceptable to
Agent; and
(e) provide such other items as may be reasonably required by Agent or
the Banks on or prior to the date of this Sixth Amendment Agreement.
20. Agent shall hold the new Revolving Credit Notes in escrow until the
Effective Date. On the Effective Date, Agent shall deliver to each Bank its new
Revolving Credit Note. After a Bank receives a new Revolving Credit Note, such
Bank will xxxx its Revolving Credit Note being replaced thereby "Replaced" and
return the same to Agent for delivery to Borrower;
21. Borrower hereby represents and warrants to Agent and the Banks that
(a) Borrower has the legal power and authority to execute and deliver this Sixth
Amendment Agreement; (b) the officers executing this Sixth Amendment Agreement
have been duly authorized to execute and deliver the same and bind Borrower with
respect to the provisions hereof; (c) the execution and delivery hereof by
Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any
law applicable to Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against Borrower; (d) no Possible Default or Event of
Default exists under the Credit Agreement, nor will any occur immediately after
the execution and delivery of this Sixth Amendment Agreement or by the
performance or observance of any provision hereof; (e) neither Borrower nor any
Subsidiary has any claim or offset against, or defense or counterclaim to, any
of Borrower's or any Subsidiary's obligations or liabilities under the Credit
Agreement or any Related Writing, and Borrower and each Subsidiary hereby waives
and releases Agent and each of the Banks and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all
such claims, offsets, defenses and counterclaims of which Borrower and any
Subsidiary is aware, such waiver and release being with full knowledge and
understanding of the circumstances and effect thereof and after having consulted
legal counsel with respect thereto; and (f) this Sixth Amendment Agreement
constitutes a valid and binding obligation of Borrower in every respect,
enforceable in accordance with its terms.
22. Each reference that is made in the Credit Agreement or any other
writing to the Credit Agreement shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby. This Sixth Amendment Agreement is a Related
Writing as defined in the Credit Agreement.
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Address: 000 Xxxxxx Xxxxxx XXXXXX BANK, N.A.
00xx Xxxxx
Xxxxxxxxx, XX 00000-0000 By: /s/ Xxxxx X. Xxxxx
Attn: Corporate Banking Div. ----------------------------------
Xxxxx X. Xxxxx, Vice President
Address: 0000 Xxxx Xxxxx Xxxxxx NATIONAL CITY BANK
Xxxxxxxxx, XX 00000-0000
Attn: Metro/Ohio Division By: /s/ Xxxxxxx X. XxXxxx
Loc.# 2104 ----------------------------------
Xxxxxxx X. XxXxxx, Senior
Vice President
The undersigned consent and agree to and acknowledge the terms of this
Sixth Amendment Agreement:
CASTLE RUBBER COMPANY
XXX HOME PRODUCTS, INC.
GENERAL ALUMINUM MFG. COMPANY
BLUE FALCON INVESTMENTS, INC.
RB&W CORPORATION
BLUE FALCON FORGE, INC.
TOCCO, INC.
THE AJAX MANUFACTURING COMPANY
CICERO FLEXIBLE PRODUCTS, INC.
SUMMERSPACE, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx, Treasurer of each
of the Companies listed above
and /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx, Secretary of each
of the Companies listed above
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ANNEX 1
REVOLVING CREDIT TERM LOAN
COMMITMENT COMMITMENT MAXIMUM
BANKING INSTITUTIONS PERCENTAGE AMOUNT AMOUNT AMOUNT
KeyBank National Association,
f.k.a. Society National Bank 35% $ 17,500,000 $0 $ 17,500,000
NBD Bank 25% $ 12,500,000 $0 $ 12,500,000
The Huntington National Bank 25% $ 12,500,000 $0 $ 12,500,000
National City Bank 10% $ 5,000,000 $0 $ 5,000,000
Mellon Bank, N.A. 5% $ 2,500,000 $0 $ 2,500,000
---- ------------ -- ------------
TOTAL 100% $ 50,000,000 $0
TOTAL COMMITMENT
AMOUNT $ 50,000,000
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EXHIBIT A
REVOLVING CREDIT NOTE
$_______________ Cleveland, Ohio
As of April 11, 1995
FOR VALUE RECEIVED, the undersigned PARK-OHIO INDUSTRIES, INC. (the
"Borrower") promises to pay on April 11, 2001, to the order of _________ (the
"Bank") at the Main Office of KeyBank National Association (successor by merger
to Society National Bank), as Agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx
00000-0000 the principal sum of
_______________________________________________________________________DOLLARS
or the aggregate unpaid principal amount of all Revolving Loans made by Bank to
Borrower pursuant to Section 2.1 of the Credit Agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the Credit Agreement dated as of April 11,
1995, among Borrower, the banks named therein and KeyBank National Association,
as Agent, as amended and as such agreement may be from time to time further
amended, restated or otherwise modified. Capitalized terms used herein shall
have the meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each Revolving Loan from time to time outstanding, from the date of such
Revolving Loan until the payment in full thereof, at the rates per annum which
shall be determined in accordance with the provisions of Section 2.1A of the
Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.1A; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof,
shall be shown on the records of Bank by such method as Bank may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from Borrower's obligations under this Note.
If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be two per cent (2%) in excess of the Adjusted Prime Rate from
time to time in effect. All payments of principal of and interest on this Note
shall be made in immediately available funds.
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In the event of a failure to pay interest or principal when the same
becomes due, Bank may collect and Borrower agrees to pay a late charge of an
amount equal to the greater of (a) ten per cent (10%) of the amount of such late
payment, or (b) Twenty Five Dollars ($25).
This Note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this Note due prior to its stated maturity, and other
terms and conditions upon which this Note is issued.
The undersigned authorizes any attorney at law at any time or times
after the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this Note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this Note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that the Agent or the Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
the Agent or the Banks.
PARK-OHIO INDUSTRIES, INC.
By:____________________________________
Xxxxx X. Xxxxxx, Vice President
and____________________________________
Xxxxxx X. Xxxxxx, Secretary
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
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EXHIBIT C
COMPLIANCE CERTIFICATE
For Fiscal Quarter ended ____________________
THE UNDERSIGNED HEREBY CERTIFIES THAT:
(1) The undersigned is the duly elected Financial Officer, as defined
in the Credit Agreement (as hereinafter defined) of PARK-OHIO INDUSTRIES, INC.,
an Ohio corporation ("Borrower");
(2) The undersigned is familiar with the terms of that certain Credit
Agreement, dated as of April 11, 1995, among the undersigned, the Banks, as
defined in the Credit Agreement, and KeyBank National Association, as Agent (as
the same may be amended, restated or otherwise modified, the "Credit Agreement",
the terms defined therein and not otherwise defined in this Certificate being
used herein as therein defined), and the terms of the other loan documents, and
the undersigned has made, or has caused to be made under my supervision, a
review in reasonable detail of the transactions and condition of Borrower and
its Subsidiaries during the accounting period covered by the attached financial
statements;
(3) The review described in paragraph (2) above did not disclose, and
we have no knowledge of, the existence of any condition or event which
constitutes or constituted an Possible Default or Event of Default, at the end
of the accounting period covered by the attached financial statements or as of
the date of this Certificate;
(4) The representations and warranties made by Borrower contained in
the Credit Agreement are true and correct as though made on and as of the date
hereof; and,
(5) Set forth on Attachment I hereto are calculations of the financial
covenants set forth in Section 5.7, 5.8, 5.9, 5.10, 5.21 and 5.25 of the Credit
Agreement, which calculations show compliance with the terms thereof.
IN WITNESS WHEREOF, the undersigned has executed this certificate the
___ day of _________, 19___.
PARK-OHIO INDUSTRIES, INC.
By: _______________________________
Title: ____________________________
