Third Amendment to Credit Agreement among Lilly Industries, Inc., Lenders, and Bank One, Indiana, N.A.

Summary

This amendment updates the existing credit agreement between Lilly Industries, Inc., several lender banks, and Bank One, Indiana, N.A. as agent. The amendment reduces the revolving loan commitment by $25 million and modifies the leverage ratio covenant, requiring Lilly Industries to maintain a leverage ratio not greater than 2.75 to 1.0. All other terms of the original agreement remain in effect. The amendment is effective once all parties sign and certain conditions are met, including legal approvals and satisfaction of prior agreement requirements.

EX-4.6 2 0002.txt THIRD AMENDMENT TO CREDIT AGREEMENT - -------------------------------------------------------------------------------- THIRD AMENDMENT TO CREDIT AGREEMENT - -------------------------------------------------------------------------------- among LILLY INDUSTRIES, INC. an Indiana corporation the Lenders Signatory Hereto and BANK ONE, INDIANA, N.A., as Agent - -------------------------------------------------------------------------------- Dated as of May 31, 2000 - -------------------------------------------------------------------------------- TABLE OF CONTENTS PART I. AMENDATORY PROVISIONS............................................1 SECTION 5 Covenants......................................1 5.1 Affirmative Covenants...........................1 PART II. SCHEDULES........................................................1 PART III. CONTINUING EFFECT................................................1 PART IV. INDEPENDENT CREDIT DECISION......................................2 PART V. CONDITIONS PRECEDENT.............................................2 i THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT made as of the 31st day of May, 2000, by and among LILLY INDUSTRIES, INC., an Indiana corporation (the "Borrower"), the LENDERS party hereto, and BANK ONE, INDIANA, N.A., a national banking association, as agent for the Lenders hereunder (in such capacity, the "Agent"); W I T N E S S E T H: WHEREAS, as of October 24, 1997, the parties hereto entered into a certain Credit Agreement, as amended April 14, 1998 and August 31, 1999 (as amended the "Agreement"); and WHEREAS, the Borrower has given written notice to the Administrative Agent and the Lenders to permanently reduce the Revolving Loan Commitment by Twenty-Five Million Dollars ($25,000,000) effective as of May 31, 2000; WHEREAS, the Borrower has requested a modification in the Leverage Ratio covenant; NOW, THEREFORE, in consideration of the premises, and the mutual promises herein contained, the parties agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agree as follows: PART I. AMENDATORY PROVISIONS SECTION 5 Covenants 5.1 Affirmative Covenants. 5.1.17 Leverage Ratio. Section 5.1.17 of the Agreement is hereby amended by substituting the following Section 5.1.17 in lieu of the existing provision: 5.1.17 Leverage Ratio. Maintain its Leverage Ratio at not greater than 2.75 to 1.0 at all times. PART II. SCHEDULES The Agreement is hereby amended by substituting Schedule 1 to this Third Amendment in lieu of Schedule 1 to the Agreement. 1 PART III. CONTINUING EFFECT Except as expressly modified herein: (a) All terms, conditions, representations, warranties and covenants contained in the Agreement shall remain the same and shall continue in full force and effect, interpreted, whatever possible, in a manner consistent with this Third Amendment; provided, however, in the event of any irreconcilable inconsistency, this Third Amendment shall control; (b) The representations and warranties contained in the Agreement shall survive this Third Amendment in their original form as continuing representations and warranties of the Borrower; and (c) Capitalized terms used in this Third Amendment, and not specifically herein defined, shall have the meanings ascribed to them in the Agreement. In consideration hereof, the Borrower represents, warrants, covenants and agrees that: (aa) Each representation and warranty set forth in the Agreement, as hereby amended, remains true and correct as of the date hereof in all material respects, except to the extent that such representation and warranty is expressly intended to apply solely to an earlier date and except changes reflecting transactions permitted by the Agreement; (bb) There currently exists no offsets, counterclaims or defenses to the performance of the Obligations (such offsets, counterclaims or defenses, if any, being hereby expressly waived); (cc) There has not occurred any Default or Unmatured Default; and (dd) After giving effect to this Third Amendment and any transactions contemplated hereby, no Default or Unmatured Default is or will be occasioned hereby or thereby. 2 PART IV. INDEPENDENT CREDIT DECISION Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Third Amendment. PART V. CONDITIONS PRECEDENT Notwithstanding anything contained in this Third Amendment to the contrary, the Lenders shall have no obligation under this Third Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent: (a) Each of the conditions set forth in Section 6.2 of the Agreement shall have been satisfied; (b) The Agent shall have received counterparts of this Third Amendment duly executed by the Agent, Borrower and the Required Lenders; (c) All legal matters incident to this Third Amendment shall be reasonably satisfactory to the Agent and its counsel. IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have caused this Third Amendment to be executed by their respective officers duly authorized as of the date first above written. [This space intentionally left blank] 3 Schedule 1 - Lenders Lenders Revolving Loan and Addresses Commitment Bank One, Indiana, N.A. $ 51,428,571.43 111 Monument Circle 4th Floor Indianapolis, IN 46277 Attn: Dennis Bassett Fax: (317) 266-6042 First Union National Bank $ 21,428,571.43 One First Union Center, TW-5 301 S. College Street Charlotte, NC 28288 Attn: Peter Stephen Fax: (704) 374-2802 Harris Trust and Savings Bank $ 21,428,571.43 111 West Monroe, 10-West Chicago, IL 60603 Attn: Thad Rasche Fax: (312) 461-5225 KeyBank National Association $ 21,428,571.43 127 Public Square Mail Station OH-01-27-0606 Cleveland, OH 44114 Attn: Frank Jancar Fax: (216) 689-4981 National City Bank of Indiana $ 21,428,571.43 101 W. Washington St., Ste. 200E Indianapolis, IN 46255 Attn: Michael Stewart Fax: (317) 267-8899 Bank of America N.A. $ 12,857,142.85 335 Madison Avenue 5th Floor New York, NY 10017 Attn: David Noda Fax: (212) 503-7878 --------------- $150,000,000.00 SIGNATURE PAGE OF LILLY INDUSTRIES, INC. TO THIRD AMENDMENT TO CREDIT AGREEMENT LILLY INDUSTRIES, INC. By:/s/ John C. Elbin ------------------------------ John C. Elbin, Vice President, Chief Financial Officer and Secretary Address: 200 West 103rd Street Indianapolis, IN 46290 Attention: John C. Elbin Facsimile: 317 ###-###-#### SIGNATURE PAGE OF BANK ONE, INDIANA, N.A. TO THIRD AMENDMENT TO CREDIT AGREEMENT BANK ONE INDIANA, N.A. individually and as Agent By: /s/ Dennis L. Bassets Its: Senior Vice President SIGNATURE PAGE OF FIRST UNION NATIONAL BANK TO THIRD AMENDMENT TO CREDIT AGREEMENT FIRST UNION NATIONAL BANK By: /s/ Jorge A. Gonzalez -------------------------- Jorge A. Gonzalez Its: Senior Vice President SIGNATURE PAGE OF HARRIS TRUST AND SAVINGS BANK TO THIRD AMENDMENT TO CREDIT AGREEMENT HARRIS TRUST AND SAVINGS BANK By: /s/ Thad D. Rasche -------------------------- Thad D. Rasche Its: Vice President SIGNATURE PAGE OF KEYBANK NATIONAL ASSOCIATION TO THIRD AMENDMENT TO CREDIT AGREEMENT KEYBANK NATIONAL ASSOCIATION By: /s/ Frank J. Jancar --------------------------- Frank J. Jancar Its: Vice President SIGNATURE PAGE OF NATIONAL CITY BANK OF INDIANA TO THIRD AMENDMENT TO CREDIT AGREEMENT NATIONAL CITY BANK OF INDIANA By: /s/ Thomas R. Grim ------------------------- Its: Corporate Banking Officer SIGNATURE PAGE OF BANK OF AMERICA N.A. TO THIRD AMENDMENT TO CREDIT AGREEMENT BANK OF AMERICA N.A. By: /s/ Donald J. Chin ------------------------- Donald J. Chin Its: Managing Director