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THIRD AMENDMENT TO CREDIT AGREEMENT
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among
LILLY INDUSTRIES, INC.
an Indiana corporation
the Lenders Signatory Hereto
and
BANK ONE, INDIANA, N.A., as Agent
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Dated as of May 31, 2000
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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
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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.
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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.
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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]
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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
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SIGNATURE PAGE OF
LILLY INDUSTRIES, INC.
TO
THIRD AMENDMENT TO
CREDIT AGREEMENT
LILLY INDUSTRIES, INC.
By:/s/ John C. Elbin
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John C. Elbin, Vice President,
Chief Financial Officer
and Secretary
Address:
200 West 103rd Street
Indianapolis, IN 46290
Attention: John C. Elbin
Facsimile: 317-814-8780
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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
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SIGNATURE PAGE OF
FIRST UNION NATIONAL BANK
TO
THIRD AMENDMENT TO
CREDIT AGREEMENT
FIRST UNION NATIONAL BANK
By: /s/ Jorge A. Gonzalez
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Jorge A. Gonzalez
Its: Senior Vice President
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SIGNATURE PAGE OF
HARRIS TRUST AND SAVINGS BANK
TO
THIRD AMENDMENT TO
CREDIT AGREEMENT
HARRIS TRUST AND SAVINGS BANK
By: /s/ Thad D. Rasche
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Thad D. Rasche
Its: Vice President
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SIGNATURE PAGE OF
KEYBANK NATIONAL ASSOCIATION
TO
THIRD AMENDMENT TO
CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION
By: /s/ Frank J. Jancar
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Frank J. Jancar
Its: Vice President
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SIGNATURE PAGE OF
NATIONAL CITY BANK OF INDIANA
TO
THIRD AMENDMENT TO
CREDIT AGREEMENT
NATIONAL CITY BANK OF INDIANA
By: /s/ Thomas R. Grim
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Its: Corporate Banking Officer
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SIGNATURE PAGE OF
BANK OF AMERICA N.A.
TO
THIRD AMENDMENT TO
CREDIT AGREEMENT
BANK OF AMERICA N.A.
By: /s/ Donald J. Chin
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Donald J. Chin
Its: Managing Director
