EXHIBIT 4
EXECUTION VERSION
THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into as of May 5, 2006 (the "Effective Date") by and
among Park-Ohio Industries, Inc., an Ohio corporation (the "Company"), the other
Loan Parties (as defined in the Credit Agreement (as defined below)), the
Lenders (as defined in the Credit Agreement), and JPMorgan Chase Bank, N.A.
(successor by merger to Bank One, NA), a national banking association (the
"Agent").
WHEREAS, the Company, the other Loan Parties, the Lenders, and the
Agent entered into a certain Amended and Restated Credit Agreement dated as of
November 5, 2003, as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of September 30, 2004 and as further amended
by that certain Second Amendment to Amended and Restated Credit Agreement dated
as of December 29, 2004 (as amended, and as may from time to time be further
amended, restated, modified, or supplemented, the "Credit Agreement");
WHEREAS, the Company, the other Loan Parties, the Lenders, and the
Agent have agreed to amend the Credit Agreement as set forth herein; and
WHEREAS, the defined terms used but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement;
NOW, THEREFORE, for valuable consideration received to their mutual
satisfaction, the parties hereby agree as follows:
1. Amendment to the Pricing Schedule. Effective as of April 1, 2006,
the Pricing Schedule attached to the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the Pricing Schedule attached
hereto and titled "Second Amended Pricing Schedule".
2. Waiver. The Agent and the Lenders acknowledge and consent to that
certain Sale and Leaseback Transaction for a laser cutter entered into by the
Company in December, 2005. The Agent and the Lenders agree to waive any Default
and to forbear from taking any action in connection with such Sale and Leaseback
Transaction. Except as otherwise waived hereunder, the Agent and the Lenders
reserve the right to invoke fully any and all of their respective rights,
remedies, powers and privileges under the Credit Agreement and all other Loan
Documents at any time in the exercise of their sole and absolute discretion.
3. Representations and Warranties. Each Loan Party represents and
warrants to the Agent and the Lenders that (a) it has the power and authority
and legal right to execute and deliver this Amendment, (b) the execution and
delivery by such Loan Party of this Amendment, and the performance of its
obligations hereunder, have been duly authorized by proper proceedings, and (c)
this Amendment constitutes a legal, valid and binding obligation of such Loan
Party enforceable against such Loan Party in accordance with its terms, except
as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and except as the same may be subject to general principles of
equity.
4. General Terms. This Amendment shall be effective as of the
Effective Date. Except as specifically amended herein, directly or be reference,
all of the terms and conditions set forth in the Credit Agreement are confirmed
and ratified, and shall remain as originally written. This Amendment shall be
construed in accordance with the laws of the State of Ohio, without regard to
principles of conflicts of laws. The Credit Agreement and all other Loan
Documents shall remain in full force and effect in all respects as if the unpaid
balance of the principal outstanding, together with interest accrued thereon,
had originally been payable and secured as provided for therein, as amended from
time to time as modified by this Amendment. Nothing herein shall affect or
impair any rights and powers which the Company, and Loan Party, and Lender or
the Agent may have under the Credit Agreement and any and all other Loan
Documents.
5. No Effect. The parties hereto agree that this Amendment shall in no
manner affect or impair the liens and security interests evidenced by the Credit
Agreement and/or any other instruments evidencing, securing or related to the
Obligations.
6. Consideration. The Company hereby agrees to reimburse the Agent for
any and all reasonable out-of-pocket costs, fees and expenses incurred in
connection with this Amendment, including, without limitation, reasonable
attorney's fees.
7. Counterparts; Facsimile Signatures; Headings. This Amendment may be
executed in counterparts and all such counterparts shall constitute one
agreement binding on all parties, notwithstanding that the parties are not
signatories to the same counterpart. The parties may execute this Amendment by
facsimile, and all such facsimile signatures shall have the same force and
effect as manual signatures delivered in person. Headings and footers in this
Amendment are for convenience of reference only and shall not govern the
interpretation of any of the provisions of this Amendment.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the Company, the other Loan Parties, the Lenders
and the Agent have executed this Agreement as of the date first above written.
DOMESTIC BORROWER:
PARK-OHIO INDUSTRIES, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Chief Financial Officer
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CANADIAN BORROWER:
RB&W CORPORATION OF CANADA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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UK BORROWERS:
AJAX TOCCO INTERNATIONAL
LIMITED
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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INTEGRATED LOGISTICS SOLUTIONS LIMITED
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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DOMESTIC SUBSIDIARIES:
THE AJAX MANUFACTURING COMPANY PARK AVENUE TRAVEL LTD.
AJAX TOCCO MAGNETHERMIC CORPORATION PARK-OHIO FORGED & MACHINED PRODUCTS LLC
ATBD, INC. PARK-OHIO PRODUCTS, INC.
BLUE FALCON TRAVEL, INC. PHARMACEUTICAL LOGISTICS INC.
THE ▇▇▇▇▇▇ ▇▇▇▇ COMPANY PHARMACY WHOLESALE LOGISTICS, INC.
CONTROL TRANSFORMER, INC. PMC INDUSTRIES CORP.
DONEGAL BAY LTD. PMC-COLINET, INC.
FECO, INC. P-O REALTY LLC
FORGING PARTS & MACHINING COMPANY POVI L.L.C.
GATEWAY INDUSTRIAL SUPPLY LLC PRECISION MACHINING CONNECTION LLC
GENERAL ALUMINUM MFG. COMPANY LLC RB&W LTD.
ILS TECHNOLOGY LLC RB&W MANUFACTURING LLC
INTEGRATED HOLDING COMPANY RED BIRD, INC.
INTEGRATED LOGISTICS HOLDING COMPANY SOUTHWEST STEEL PROCESSING LLC
INTEGRATED LOGISTICS SOLUTIONS, INC. SUMMERSPACE, INC.
INTEGRATED LOGISTICS SOLUTIONS LLC TOCCO, INC.
LALLEGRO, INC. TRICKERATION, INC.
▇▇▇▇▇ & PARK SCREW & BOLT COMPANY WB&R ACQUISITION COMPANY, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
---------------------------------
CANADIAN SUBSIDIARIES:
AJAX TOCCO MAGNETHERMIC CANADA LIMITED
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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INTEGRATED LOGISTICS COMPANY OF CANADA
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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RB&W LOGISTICS CANADA, INC./
LOGISTIQUE RB&W CANADA, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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LENDERS:
JPMORGAN CHASE BANK, N.A.
Individually, as the Agent, a Lender,
and LC Issuer
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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KEYBANK NATIONAL ASSOCIATION
as Syndication Agent
By: /s/▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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CITIZENS BANK OF PENNSYLVANIA
as a Lender
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
as a Lender
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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PNC BUSINESS CREDIT
as a Lender
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇▇ TRUST & SAVINGS BANK
as a Lender
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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FIFTH THIRD BANK
as a Lender
By: /s/▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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NATIONAL CITY BUSINESS CREDIT, INC.
as a Lender
By: /s/▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: Senior Associate
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SECOND AMENDED PRICING SCHEDULE
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APPLICABLE MARGIN APPLICABLE FEE
RATE
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LEVEL DEBT SERVICE EURODOLLAR MARGIN ABR EURODOLLAR UNUSED COMMITMENT FEE
COVERAGE RATIO RELATING TO MARGIN MARGIN APPLICABLE TO
(TRAILING 4 DOMESTIC APPLICABLE TO FIXED ASSET AND
QUARTERS) REVOLVING FLOATING RATE LOANS CAPEX ADVANCES
LOANS OTHER
THAN FOR
FIXED ASSET
AND CAPEX
ADVANCES
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less than or equal
5 to 1.25 to 1.00 1.75% 0% 2.00% 0.25%
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greater than
4 1.25 to 1.00 but 1.50% 0% 1.75% 0.25%
Less than or equal to
1.50 to 1.00
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greater than
3 1.50 to 1.00 but 1.25% 0% 1.50% 0.125%
Less than
70 to 1.00
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greater than or equal to
2 1.70 to 1.00 but 1.00% 0% 1.25% 0.125%
less than or equal to
1.90 to 1.00
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greater than
1 1.90 to 1.00 0.75% 0% 1.00% 0.125%
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"Financials" means the annual or quarterly financial statements of the
Domestic Borrower delivered pursuant to Section 6.1 of the Credit Agreement.
The applicable margins and fees shall be determined in accordance with
the foregoing table based on the Domestic Borrower's most recent Financials.
Adjustments, if any, to the applicable margins fees shall be effective five
Business Days after the Agent has received the applicable Financials. If the
Domestic Borrower fails to deliver the Financials to the Agent at the time
required pursuant to the Credit Agreement, then the applicable margins and fees
shall be the highest applicable margins and fees set forth in the foregoing
table until five days after such Financials are so delivered.
Pricing Schedule
