SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarterly Period Ended June 30, 1994
Commission File Number 1-12068
MASCOTECH, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 38-2513957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of principal executive offices) (Zip Code)
(313) 274-7405
(Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Shares Outstanding at
Class July 31, 1994
Common stock, par value $1 per share 58,660,000
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MASCOTECH, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet -
June 30, 1994 and December 31, 1993 1
Consolidated Condensed Statements of Income
for the Three Months and Six Months Ended
June 30, 1994 and 1993 2
Consolidated Condensed Statement of
Cash Flows for the Six Months
Ended June 30, 1994 and 1993 3
Notes to Consolidated Condensed Financial
Statements 4-5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 6-7
Part II. Other Information and Signature 8-9
<PAGE> <PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MASCOTECH, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
June 30, 1994 and December 31, 1993
(Dollars in thousands)
June 30, December 31,
ASSETS 1994 1993
Current assets:
Cash and cash investments $ 45,660 $ 83,200
Marketable securities 64,460 27,790
Receivables 262,070 238,820
Inventories 154,140 140,040
Deferred and refundable income taxes 40,600 41,780
Prepaid expenses and other assets 42,690 24,210
Total current assets 609,620 555,840
Equity and other investments in affiliates 174,560 170,510
Property and equipment, net 546,370 490,190
Excess of cost over net assets of acquired
companies 436,870 439,760
Notes receivable and other assets 71,080 66,100
Net assets of discontinued operations 40,060 67,510
Total assets $1,878,560 $1,789,910
LIABILITIES
Current liabilities:
Accounts payable $ 93,220 $ 95,520
Accrued liabilities 123,500 103,260
Current portion of long-term debt 3,350 2,830
Total current liabilities 220,070 201,610
Long-term debt 835,320 788,360
Deferred income taxes and other long-term
liabilities 136,220 132,310
Total liabilities 1,191,610 1,122,280
SHAREHOLDERS' EQUITY
Preferred stock, $1 par, shares authorized:
25 million; outstanding: 10.8 million 10,800 10,800
Common stock, $1 par, shares authorized:
250 million; outstanding: 58.7 million
and 60.5 million 58,670 60,510
Paid-in capital 340,370 367,290
Retained earnings 278,370 232,120
Cumulative translation adjustments (1,260) (3,090)
Total shareholders' equity 686,950 667,630
Total liabilities and
shareholders' equity $1,878,560 $1,789,910
The accompanying notes are an integral part of the
consolidated condensed financial statements.
1
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MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six MonthsEnded
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $ 432,780 $ 412,530 $ 845,190 $ 816,600
Cost of sales (343,070) (326,920) (675,190) (646,240)
Selling, general and
administrative expenses (49,310) (47,180) (93,970) (92,150)
Operating profit 40,400 38,430 76,030 78,210
Other income (expense), net:
Interest expense, Masco
Corporation --- (1,950) --- (3,900)
Other interest expense (11,840) (18,500) (22,920) (36,970)
Equity and interest income
from affiliates 8,070 6,820 12,690 10,430
Gain from change in investment of
equity affiliates --- 9,470 --- 9,470
Other income, net 13,260 2,380 27,920 6,680
9,490 (1,780) 17,690 (14,290)
Income from continuing operations
before income taxes 49,890 36,650 93,720 63,920
Income taxes 20,450 15,340 37,980 26,540
Income from continuing operations 29,440 21,310 55,740 37,380
Income from operations of
discontinued segment --- 430 --- 1,880
Net income $ 29,440 $ 21,740 $ 55,740 $ 39,260
Preferred stock dividends $ 3,240 $ 2,500 $ 6,480 $ 4,830
Earnings attributable to
common stock $ 26,200 $ 19,240 $ 49,260 $ 34,430
Earnings per common and
common equivalent share:
Primary:
Continuing operations $ .39 $ .34 $ .73 $ .56
Income from operations of
discontinued segment -- .01 -- .03
Earnings attributable to
common stock $ .39 $ .35 $ .73 $.59
Fully diluted:
Continuing operations $ .37 $ .31 $ .69 $ .51
Income from operations of
discontinued segment -- .01 -- .03
Earnings attributable to
common stock $ .37 $ .32 $ .69 $ .54
Cash dividends declared $ .02 .02 $ .04 $ .02
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
2
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MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Dollars in thousands)
Six Months Ended
June 30,
1994 1993
CASH FROM (USED FOR):
OPERATIONS:
Net cash from earnings $ 59,410 $ 59,870
(Increase) in inventories (6,460) (10,050)
(Increase) in receivables (32,790) (21,020)
Increase in accounts payable
and accrued liabilities 9,430 7,930
(Increase) in marketable
securities, net (36,670) (15,310)
Discontinued operations, net --- 1,990
Other, net (13,360) (1,910)
Net cash (used for) from
operating activities (20,440) 21,500
FINANCING:
Issuance of convertible debt 337,240 ---
Increase in other debt 30,030 275,000
Retirement of 10 1/4% Notes (253,120) ---
Payment of other debt (82,480) (6,840)
Retirement of Company Common Stock (29,490) ---
Payment of preferred stock dividends (6,480) (4,650)
Payment of common stock dividends (3,010) ---
Other, net (3,420) 3,480
Net cash (used for) from financing
activities (10,730) 266,990
INVESTMENTS:
Capital expenditures (56,120) (22,780)
Proceeds from sale of Energy-related
business 20,330 ---
Receipt of cash from notes receivable 13,590 14,000
Sale of common stock of affiliate 17,040 ---
Cash paid Masco Corporation --- (87,500)
Other, net (1,210) (10,030)
Net cash (used for) investing
activities (6,370) (106,310)
CASH AND CASH INVESTMENTS:
(Decrease) increase for the six months (37,540) 182,180
At January 1 83,200 76,000
At June 30 $ 45,660 $258,180
Supplemental Cash Flow Information:
Net cash paid during the period for:
Interest $ 34,820 $ 43,320
Income taxes $ 7,480 $ 8,240
The accompanying notes are an integral part of the
consolidated condensed financial statements.
3
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MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are normal
and recurring in nature, necessary to present fairly its financial
position as at June 30, 1994, the results of operations for the three and
six months ended June 30, 1994 and 1993, and cash flows for the six months
ended June 30, 1994 and 1993. The statements of income and cash flows and
related notes for the six months ended June 30, 1993 have been
reclassified to present the Energy-related segment as discontinued
operations. In addition, the balance sheet as of June 30, 1994 and
December 31, 1993 reflects the Energy-related segment as discontinued
operations. Certain 1993 amounts have been reclassified to conform to the
presentation adopted in 1994.
Primary earnings per common share were calculated based on 76.7 million
and 58.4 million weighted average common shares outstanding for the six
months ended June 30, 1994 and 1993, respectively.
Fully diluted earnings per common share were calculated based on 86.8
million and 71.2 million weighted average common shares outstanding for
the six months ended June 30, 1994 and 1993, respectively.
B. Inventories by component are as follows (in thousands):
June 30, December 31,
1994 1993
Finished goods $ 34,000 $ 39,400
Work in process 46,130 38,240
Raw materials 74,010 62,400
$154,140 $140,040
C. Property and equipment, net reflects accumulated depreciation of $332
million and $308 million as at June 30, 1994 and December 31, 1993,
respectively.
D. Other income, net for the six months and three months ended June 30, 1994
includes gains aggregating approximately $16.9 million and $7.1 million
pre-tax, respectively, (approximately $.12 and $.05 per common share
after-tax, respectively), from the sale by the Company of a portion of its
common stock holdings of an equity affiliate.
E. In January, 1994, the Company issued, in a public offering, $345 million
of 4 1/2% Convertible Subordinated Debentures due December 15, 2003.
These debentures are convertible into Company Common Stock at $31 per
share. The net proceeds of approximately $337 million were used to
redeem $250 million of 10 1/4% Subordinated Notes on February 1, 1994
and to reduce other indebtedness.
4
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MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(concluded)
F. The following presents combined supplemental financial data of the Company
and TriMas Corporation as one entity, with MascoTech as the parent
company. The Company had an equity ownership interest in TriMas of
approximately 28 percent at June 30, 1993 and approximately 42 percent at
June 30, 1994. Intercompany transactions have been eliminated.
Approximate combined condensed financial data are as follows (in
thousands):
June 30
1994 1993
Current assets $ 852,270 $1,056,660
Current liabilities (275,120) (274,340)
Working capital 577,150 782,320
Property and equipment, net 711,110 689,510
Excess of cost over net
assets of acquired companies 526,890 591,400
Other assets 267,920 241,640
Long-term debt (1,073,950) (1,572,320)
Deferred income taxes and
other long-term liabilities (165,820) (232,480)
Equity of the other shareholders
of TriMas (156,350) (115,240)
Equity of shareholders of
MascoTech $ 686,950 $ 384,830
Net sales $1,123,710 $1,040,530
Operating profit $ 123,860 $ 114,490
Income from continuing
operations $ 55,740 $ 37,380
Net income $ 55,740 $ 39,260
Earnings attributable to
common stock $ 49,260 $ 34,430
G. During the second quarter of 1994 the Company has repurchased and retired
approximately two million shares of its Common Stock in open-market
purchases, pursuant to a Board of Directors' authorized repurchase
program.
H. During the second quarter of 1994 the Company amended its existing
Revolving Credit Agreement with a group of banks. The amendment
resulted in an extension of the due date to July, 1998 from January,
1997; however, under certain circumstances, the due date may be extended
until June, 1999.
5
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MASCOTECH, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sales and earnings per common share from continuing operations for the
second quarter 1994 were the highest for any quarter since MascoTech became a
publicly owned company in 1984. Net sales from continuing operations for the
second quarter ended June 30, 1994 increased five percent to $433 million from
$413 million in 1993. Sales of transportation-related products for the second
quarter of 1994 increased eight percent and sales of specialty products
decreased four percent from second quarter 1993. Net sales for the six month
period ended June 30, 1994 increased four percent over the comparable period in
1993. Sales of transportation-related products for the six months ended June
30, 1994 increased six percent and sales of specialty products decreased five
percent from the comparable period in 1993. Transportation-related product
sales for the three and six month periods were reduced by the phaseout in 1993
of certain product programs by the Company's automotive customers. This
reduction was more than offset by higher levels of automotive production and by
certain new product programs. Additionally, the Company anticipates increased
sales from new and replacement programs scheduled for introduction in late 1994
and in 1995. Specialty products sales for the three and six month periods were
adversely impacted by the continuing softness in the residential and commercial
construction markets served by the Company, and the continued decline in
defense spending.
Income from continuing operations for the second quarter 1994, after
preferred stock dividends, increased 39 percent to $26.2 million or $.37 per
common share as compared with $18.8 million or $.31 per common share in the
second quarter of 1993. Results for the six months and three months ended
June 30, 1994 benefitted from higher income from equity affiliates and
reduced interest expense. Results for the six months and three months ended
June 30, 1994 also benefitted from gains aggregating approximately $16.9
million and $7.1 million pre-tax, respectively, (approximately $.12 and $.05
per common share after-tax, respectively) from the sale by the Company of a
portion of its common stock holdings of an equity affiliate. Operating
profit was impacted by the phaseout of certain product programs by our
automotive customers, new product program launch costs, costs and expenses
associated with the architectural products group related to the consolidation
and reorganization of certain operating activities, and by continued
competitive pricing pressure in the architectual products group.
Operating results for the Company's architectural and defense products
remain disappointing. The Company continues to consider alternatives to improve
the returns on the assets employed in these businesses and has incurred costs
and expenses to rationalize certain product lines and manufacturing processes
and, in the case of its defense business, to pursue commercial applications for
its capabilities. Although a number of these and other efforts have been
undertaken and considered, the near-term prospects for the architectural and
defense businesses remain uncertain.
During the second quarter of 1994, the Company, pursuant to a previously
announced Board of Directors authorization to repurchase five million shares,
has repurchased approximately two million shares of Company Common Stock in
open-market transactions.
During the second quarter of 1994 the Company amended its existing
Revolving Credit Agreement with a group of banks. The amendment
resulted in an extension of the due date to July, 1998 from January, 1997;
however, under certain circumstances, the due date may be extended until
June, 1999.
The Company recognized income of approximately $9 million in the second
quarter of 1993 as a result of gains associated with the sale of stock through a
public offering by an equity affiliate. This income was largely offset by costs
and expenses related to cost reduction initiatives, the restructuring of certain
operations and product lines, adjustments to the carrying value of certain long
term assets, and other costs and expenses.
6
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MASCOTECH, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(concluded)
The Board of Directors increased the dividend on Company Common Stock to
$.03 from $.02 for shareholders of record on July 29, 1994, payable on August
15, 1994.
In late 1993, the Company adopted a formal plan to divest its energy-
related business segment, which consisted of seven business units with net sales
and operating profit of $102 million and $3.8 million, respectively, for the six
months ended June 30, 1993. As of June 30, 1994, three energy-related business
units have been sold for approximately $118 million of proceeds. The remaining
energy-related business units had net assets at June 30, 1994 of approximately
$40.1 million (adjusted to reflect the anticipated loss upon disposition, net of
tax benefit). The energy-related business segment had net sales of $39.7 million
and a net operating loss of $1.0 million (charged to the loss provision
established in 1993) for the six months ended June 30, 1994.
The Company's cash, additional borrowings available under the Company's
revolving credit agreement and anticipated internal cash flow are expected to
provide sufficient liquidity to fund its near-term working capital and other
investment needs. The Company believes that its longer-term working capital and
other general corporate requirements, including the retirement of Senior
Subordinated Notes maturing in 1995, will be satisfied through the following:
its internal cash flow; divestiture of the remaining businesses in the energy-
related segment, other nonstrategic operating assets and certain additional
financial assets; and, to the extent necessary, future financings in the
financial markets. At June 30, 1994, current assets were in excess of two times
current liabilities.
7
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PART II. OTHER INFORMATION
MASCOTECH, INC.
Items 1 through 5 are not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 4.a Agreement of Appointment and Acceptance of Successor
Trustee dated as of August 4, 1994 among MascoTech,
Inc., Morgan Guaranty Trust Company of New York and The
First National Bank of Chicago
Exhibit 4.b Supplemental Indenture dated as of August 5, 1994
between MascoTech, Inc. and The First National Bank of
Chicago, as trustee
Exhibit 11 Computation of Earnings Per Common Share
- Primary and Fully Diluted
Exhibit 12 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
Exhibit 99 First Amendment to Credit Agreement dated as of June 29,
1994
(b) Reports on Form 8-K:
None
8
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MASCOTECH, INC.
(Registrant)
Date: August 11, 1994 By: /s/ Timothy Wadhams
Timothy Wadhams
Vice President - Controller
and Treasurer
(Chief accounting officer
and authorized signatory)
9
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MASCOTECH, INC.
EXHIBIT INDEX
Exhibit
Exhibit 4.a Agreement of Appointment and Acceptance of
Successor Trustee dated as of August 4,
1994 among MascoTech, Inc., Morgan Guaranty
Trust Company of New York and The First
National Bank of Chicago
Exhibit 4.b Supplemental Indenture dated as of August 5,
1994 between MascoTech, Inc. and The First
National Bank of Chicago, as trustee
Exhibit 11 Computation of Earnings Per Common Share
- Primary and Fully Diluted
Exhibit 12 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
Exhibit 99 First Amendment to Credit Agreement dated
as of June 29, 1994
10
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<TABLE>
Exhibit 11
MASCOTECH, INC.
Computation of Earnings Per Common Share
Primary and Fully Diluted
(In thousands except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
PRIMARY:
<S> <C> <C> <C> <C>
Income from continuing operations $29,440 $21,310 $55,740 $37,380
Preferred stock dividends 3,240 2,500 6,480 4,830
Income from continuing operations
attributable to common stock 26,200 18,810 49,260 32,550
Add convertible preferred stock dividends 3,240 --- 6,480 ---
Earnings for computing primary earnings
from continuing operations per common
share 29,440 18,810 55,740 32,550
Income from operations of discontinued
segment --- 430 --- 1,880
Earnings attributable to common stock
for computing primary earnings per
share $29,440 $19,240 $55,740 $34,430
Weighted average number of common shares
outstanding during each period 60,680 49,930 60,640 54,700
Addition from assumed exercise of stock
options and warrants 3,970 5,340 5,210 3,680
Addition from assumed conversion of
preferred stock 10,800 --- 10,800 ---
Weighted average number of common shares
and equivalents outstanding during each
period--without dilution 75,450 55,270 76,650 58,380
Primary earnings per common and common
equivalent share:
Continuing operations $ .39 $ .34 $ .73 $ .56
Income from operations of discontinued
segment -- .01 -- .03
Earnings attributable to common stock $ .39 $ .35 $ .73 $ .59
</TABLE>
<PAGE>
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<TABLE>
MASCOTECH, INC.
Computation of Earnings Per Common Share
Primary and Fully Diluted
(In thousands except per share amounts)
(concluded)
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
FULLY DILUTED:
<S> <C> <C> <C> <C>
Income from continuing operations $29,440 $21,310 $55,740 $37,380
Preferred stock dividends 3,240 2,500 6,480 4,830
Income from continuing operations
attributable to common stock 26,200 18,810 49,260 32,550
Add after-tax convertible debenture
related expenses 2,570 1,870 4,610 3,740
Add convertible preferred stock dividends 3,240 --- 6,480 ---
Earnings for computing fully diluted
earnings from continuing operations
per common share 32,010 20,680 60,350 36,290
Income from operations of discontinued
segment --- 430 --- 1,880
Earnings attributable to common
stock, as adjusted $32,010 $21,110 $60,350 $38,170
Weighted average number of common shares
outstanding during each period 60,680 49,930 60,640 54,700
Addition from assumed conversion of
convertible debentures as of the issue date 10,830 10,380 10,190 10,380
Addition from assumed exercise of stock
options and warrants 3,970 6,110 5,210 6,110
Addition from assumed conversion of
preferred stock 10,800 --- 10,800 ---
Weighted average number of common shares and
equivalents outstanding during each period
--fully diluted basis 86,280 66,420 86,840 71,190
Fully diluted earnings per common and common
equivalent share:
Continuing operations $ .37 $ .31 $ .69 $ .51
Income from operations of discontinued
segment -- .01 -- .03
Earnings attributable to common stock $ .37 $ .32 $ .69 $ .54
</TABLE>
<TABLE>
Exhibit 12
MASCOTECH, INC.
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
(Dollars in thousands)
6 Months
Ended
June 30, For The Years Ended December 31
1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Earnings Before Income
Taxes and Fixed Charges:
Income (loss) from continuing
operations before income
taxes and extraordinary
income..................... $ 93,720 $121,180 $ 68,250 $(12,470) $(30,240) $ 85,410
Deduct equity in
undistributed earnings
of less-than-fifty-
percent owned companies.... (11,030) (19,930) (21,760) (3,530) (3,430) (1,980)
Add interest on
indebtedness, net.......... 23,670 83,000 87,830 124,220 139,770 146,570
Add amortization of debt
expense.................... 1,740 4,390 1,930 2,230 2,670 3,510
Estimated interest factor
for rentals................ 2,940 5,550 5,740 5,220 4,520 4,470
Earnings before income
taxes and fixed charges.... $111,040 $194,190 $141,990 $115,670 $113,290 $237,980
Fixed Charges:
Interest on indebtedness,
net........................ $ 23,700 $ 83,110 $ 87,980 $124,370 $140,380 $147,320
Amortization of debt
expense.................... 1,740 4,390 1,930 2,230 2,670 3,510
Estimated interest factor
for rentals................ 2,940 5,550 5,740 5,220 4,520 4,470
Total fixed charges...... 28,380 93,050 95,650 131,820 147,570 155,300
Preferred stock dividend
requirement (a)............ 10,960 25,860 17,140 11,350 120 130
Combined fixed charges and
preferred stock dividends.. $ 39,340 $118,910 $112,790 $143,170 $147,690 $155,430
Ratio of earnings to
fixed charges................ 3.9 2.1 1.5 .9(b) .8(d) 1.5
Ratio of earnings to combined
fixed charges and preferred
stock dividends.............. 2.8 1.6 1.3 .8(c) .8(e) 1.5
(a) Represents amount of income before provision for income taxes required to
meet the preferred stock dividend requirements of the Company and its 50%
owned companies.
(b) 1991 earnings are inadequate to cover fixed charges by $16,150.
(c) 1991 earnings are inadequate to cover combined fixed charges and
preferred stock dividends by $27,500.
(d) 1990 earnings are inadequate to cover fixed charges by $34,280.
(e) 1990 earnings are inadequate to cover combined fixed charges and
preferred stock dividends by $34,400.
</TABLE>
Exhibit 4.a
AGREEMENT OF APPOINTMENT
AND
ACCEPTANCE OF SUCCESSOR TRUSTEE
THIS AGREEMENT dated as of August 4, 1994 (the "Agreement"), is among
MascoTech, Inc. (the "Company"), Morgan Guaranty Trust Company of New York
("Morgan") and The First National Bank of Chicago ("First Chicago").
WHEREAS, Section 8.10 of the Indenture dated as of November 1, 1986
between the Company and Morgan (the "Indenture") provides that the Trustee
thereunder may resign at any time by giving written notice of such resignation
to the Company;
WHEREAS, Morgan gave such written notice, dated July 11, 1994, to the
Company;
WHEREAS, Section 8.10 of the Indenture provides that in case the Trustee
shall resign, the Company shall promptly appoint a successor Trustee thereunder;
WHEREAS, the Company's Board of Directors authorized the appointment of
First Chicago as successor Trustee under the Indenture; and
WHEREAS, Section 8.11 of the Indenture provides that any successor Trustee
appointed thereunder shall execute, acknowledge and deliver to the Company and
the resigning Trustee thereunder an instrument accepting such appointment, and
thereupon the resignation of such resigning Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts, immunities, duties and
obligations of the resigning Trustee thereunder, with like effect as if
originally named as Trustee therein.
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in
consideration of the premises and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, Morgan
and First Chicago hereby covenant and agree as follows:
1. The Company hereby accepts the resignation of Morgan as Trustee
under the Indenture, such resignation to become effective at the close of
business on the date hereof. From the close of business on the date hereof and
except as otherwise provided for herein, Morgan shall have no further
responsibility for the exercise of the rights and powers or for the performance
of the trusts and duties vested in the Trustee under the Indenture.
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2. Pursuant to Section 8.10 of the Indenture, and in accordance with
the resolutions duly adopted by the Company's Board of Directors, the Company
hereby confirms its appointment of First Chicago as successor Trustee under the
Indenture, effective as of the close of business on the date hereof, and hereby
vests in First Chicago all the rights, powers, trusts, immunities, duties and
obligations which Morgan now holds under and by virtue of the Indenture with
like effect as if originally named as Trustee in the Indenture.
3. First Chicago hereby represents that it is qualified and eligible
under Article Eight of the Indenture and under the Trust Indenture Act of 1939,
as amended, to accept appointment as successor Trustee under the Indenture.
4. First Chicago hereby accepts, as of the close of business on the
date hereof, its appointment as successor Trustee under the Indenture and
assumes the rights, powers, trusts, immunities, duties and obligations which
Morgan now holds under and by virtue of the Indenture, upon the terms and
conditions set forth therein.
5. In accordance with Section 8.11 of the Indenture, Morgan hereby
confirms, assigns, transfers and sets over to First Chicago, as successor
Trustee under the Indenture, all rights, powers, trusts, immunities, duties and
obligations which Morgan now holds under and by virtue of the Indenture, and
does hereby assign, transfer and deliver to First Chicago, as such Trustee, all
property and money held by Morgan as Trustee under the Indenture.
6. In accordance with Section 8.11 of the Indenture, the Company and
Morgan, for the purpose of more fully and certainly vesting in and confirming to
First Chicago, as successor Trustee under the Indenture, the rights, powers,
trusts, immunities, duties and obligations of such Trustee with like effect as
if originally named as Trustee in the Indenture, agree upon reasonable request
of First Chicago to execute, acknowledge and deliver such further instruments of
conveyance and further assurance and to do such other things as may be
reasonably required for more fully and certainly vesting and confirming in
First Chicago all rights, powers, trusts, immunities, duties and obligations
which Morgan now holds under and by virtue of the Indenture.
7. Promptly after the execution hereof, Morgan shall mail the notice of
the resignation of Morgan and the succession of First Chicago as successor
Trustee in accordance with Sections 8.10 and 8.11 of the Indenture. Such notice
shall be in the form attached hereto as Exhibit A.
2
PAGE
<PAGE>
8. This Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same Agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart.
9. This Agreement shall be governed by the laws of the State of New
York, both in interpretation and performance.
10. Unless otherwise defined, all terms used herein with initial capital
letters shall have the meaning given them in the Indenture.
11. Morgan hereby represents and warrants to First Chicago that: (a) no
covenant or condition contained in the Indenture has been waived by Morgan or,
to the best of the knowledge of the officers assigned to Morgan's Corporate
Trust Department, by the Holders of the percentage in aggregate principal
amount of the Securities required by the Indenture to effect any such waiver;
(b) there is no action, suit or proceeding pending or, to the best of the
knowledge of the officers assigned to Morgan's Corporate Trust Department,
threatened against Morgan before any court or any governmental authority arising
out of any action or omission by Morgan as Trustee under the Indenture; (c) to
the best of the knowledge of the officers assigned to Morgan's Corporate Trust
Department, no Event of Default, or event which, with the giving of notice or
passage of time or both, would become an Event of Default, has occurred and is
continuing; and (d) Morgan has furnished, or as promptly as practicable will
furnish, to First Chicago originals of all documents relating to the trust
created by the Indenture and all material information in its possession relating
to the administration and status thereof and will furnish to First Chicago any
of such documents or information First Chicago may reasonably request, provided
that First Chicago will make available to Morgan as promptly as practicable
following the request of Morgan any such original documents which Morgan may
need to defend against any action, suit or proceeding against Morgan as Trustee
or which Morgan may need for any other proper purpose.
12. The Company hereby represents and warrants to First Chicago and
Morgan that no Event of Default, or event which, with the giving of notice or
passage of time or both, would become an Event of Default, has occurred and is
continuing.
13. Except as hereinabove expressly set forth, all other terms and
provisions set forth in the Indenture shall remain in full force and effect and
without any change whatsoever being made hereby.
3
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and acknowledged as of the date first written above.
MASCOTECH, INC.
By:/s/ Timothy Wadhams
Name: Timothy Wadhams
Title: Vice President
[Seal]
Attest:
/s/ Eugene A. Gargaro, Jr.
Secretary
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as resigning
Trustee
By:/s/ Michael Culhane
Name: Michael Culhane
Title: Vice President
[Seal]
Attest:
/s/ M. E. McNulty
Assistant Secretary
THE FIRST NATIONAL BANK OF
CHICAGO, as successor Trustee
By:/s/ R. D. Manella
Name: R. D. Manella
Title: Vice President
[Seal]
Attest:
/s/ T. Marshall
Trust Officer
4
PAGE
<PAGE>
State of Michigan)
) ss
County of Wayne)
On the 2nd day of August, 1994, before me personally came Timothy Wadhams,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of MascoTech, Inc., the corporation described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
/s/ Nancy S. Steinrock
Notary Public
Wayne County, Michigan
My Comm. Exp.: Nov. 9, 1994
[NOTARIAL SEAL]
State of New York)
) ss
County of New York)
On the 2nd day of August, 1994, before me personally came Michael Culhane,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of Morgan Guaranty Trust Company of New York, the corporation
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ Thomas J. Courtney
Notary Public
State of New York
No. 24-4996233
Qualified in Kings County
My Comm. Exp.: May 11, 1996
[NOTARIAL SEAL]
5
PAGE
<PAGE>
State of Illinois)
) ss
County of Cook )
On the 3rd day of August, 1994, before me personally came R. D. Manella,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of First Chicago, the corporation described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
/s/ Nancy Lopez
Notary Public
State of Illinois
My Comm. Exp.: May 21, 1997
[NOTARIAL SEAL]
6
<PAGE>
<PAGE>
Exhibit A
NOTICE OF RESIGNATION OF TRUSTEE
AND
APPOINTMENT OF SUCCESSOR TRUSTEE
To the Holders of the MascoTech, Inc. 4 1/2% Convertible Subordinated
Debentures Due 2003:
NOTICE IS HEREBY GIVEN THAT, pursuant to Sections 8.10 and 8.11 of the
Indenture (the "Indenture") dated as of November 1, 1986 between MascoTech, Inc.
(formerly Masco Industries, Inc.) (the "Company") and Morgan Guaranty Trust
Company of New York ("Morgan Guaranty"), under which the above-referenced
Securities were issued:
1. Morgan Guaranty has resigned as Trustee under the Indenture.
2. The Company has appointed The First National Bank of Chicago ("First
Chicago") as successor Trustee under the Indenture, and First Chicago has
accepted such appointment.
3. The following is the office or agency of the Company where securities
issued under the Indenture may be presented for payment, or presented for
registration of transfer and for exchange as provided in the Indenture and
where notices and demands to or upon the Company in respect of any of the
Securities issued under the Indenture or the Indenture may be served:
The First National Bank of Chicago
c/o First Chicago Trust Company of New York
14 Wall Street, 8th Floor
New York, New York 10005
Attention: Corporate Trust Administration
Dated: August 5, 1994
MASCOTECH, INC. MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
<PAGE> <PAGE>
Exhibit 4.b
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE, dated as of August 5, 1994, between
MascoTech, Inc., a Delaware corporation (the "Company"), and The First National
Bank of Chicago, as trustee (the "Trustee").
WHEREAS, the Company entered into an Indenture dated as of November 1,
1986 with Morgan Guaranty Trust Company (the "Indenture");
WHEREAS, the Trustee is the successor trustee under the Indenture; and
WHEREAS, Section 11.01(g) the Indenture provides for supplemental inden-
tures to make changes, provided such action does not adversely affect the
interests of the holders of the Securities.
NOW, THEREFORE, the parties agree as follows:
1. Section 8.10 of the Indenture shall be amended by inserting the
following as a new subparagraph (e):
"(e) Notwithstanding the provisions of Section 8.12, in connec-
tion with any sale or proposed sale of all or any portion of the
corporate trust business of any Trustee hereunder or any other trans-
action that would result in a change of control of such corporate
trust business, and provided that no Event of Default exists, the
Company may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. Any removal
of the Trustee and appointment of a successor trustee pursuant to the
foregoing shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 8.11."
2. Except as hereinabove expressly set forth, all other terms and
provisions set forth in the Indenture shall remain in full force and effect and
without any change whatsoever being made hereby.
PAGE
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to
be executed and acknowledged as of the date first written above.
MASCOTECH, INC.
By:/s/ Timothy Wadhams
Timothy Wadhams
Vice President
[Seal]
Attest:
/s/ Eugene A. Gargaro, Jr.
Secretary
THE FIRST NATIONAL BANK
OF CHICAGO
By:/s/ R. D. Manella
R. D. Manella
Vice President
[Seal]
Attest:
/s/ T. Marshall
State of Michigan)
) ss
County of Wayne)
On the 2nd day of August, 1994, before me personally came Timothy Wadhams,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of MascoTech, Inc., the corporation described in and which executed
the above instrument; that he knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said corporation; and
that he signed his name thereto by like authority.
/s/ Nancy S. Steinrock
Notary Public
Wayne County, Michigan
My Comm. Exp.: Nov. 9, 1994
[NOTARIAL SEAL]
2
PAGE
<PAGE>
State of Illinois)
) ss
County of Cook )
On the 3rd day of August, 1994, before me personally came R. D. Manella,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of The First National Bank of Chicago, the corporation described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
/s/ Nancy Lopez
Notary Public
State of Illinois
My Comm. Exp.: May 21, 1997
[NOTARIAL SEAL]
3
<PAGE>
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 29, 1994 (this
"Amendment") is by and among MASCOTECH, INC., a Delaware corporation, the Banks,
NBD BANK, N.A., a national banking association, as Agent for the Banks, and
COMERICA BANK, a Michigan banking association, THE BANK OF NEW YORK, a New York
banking corporation, THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York banking
association, and NATIONSBANK OF NORTH CAROLINA, N.A., a national banking
association, as Co-Agents.
RECITALS
A. The Company, the Banks, the Agent and the Co-Agents are parties to a
Credit Agreement dated as of September 2, 1993. Capitalized terms used but not
defined in this Amendment shall have the respective meanings ascribed thereto in
such Agreement.
B. The Company, the Banks, the Agent and the Co-Agents are willing to
amend the Agreement as set forth herein.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties hereby agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in
Article III hereof, the Agreement shall be amended as follows:
1.1 Recital B of the Agreement is amended by deleting the second
sentence thereof.
1.2 Section 1.1 is hereby amended as follows:
(a) The definition of "Applicable Margin" is amended by adding the
following new paragraph to the end of such definition:
Notwithstanding anything in this definition of "Applicable Margin" to
the contrary, if the Company has an Investment Grade Senior Debt
Rating at any time, including at any time prior to the end of an
Application Period, the Applicable Margin shall change on the date
such Investment Grade Senior Debt Rating is effective such that the
Applicable Margin is (i) 0.45% at any time Level II Status is in
effect, or (ii) 0.375% at any time Level I Status is in effect.
PAGE
<PAGE>
(b) The definition of "Available Masco Corporation Funding Commitment"
is restated in its entirety as follows:
"Available Masco Corporation Funding Commitment" means, as of any date,
any unused and available amount of the "Commitment" of Masco
Corporation under, and as defined in, the Securities Purchase
Agreement, provided that such amount for purposes of this definition
shall not exceed $100,000,000.
(c) The following definitions are added in appropriate
alphabetical order:
"Investment Grade Senior Debt Rating" means, at any date, that the
senior unsecured unenhanced long term debt of the Company is rated
BBB- or better by S&P and Baa3 or better by Moody's, regardless of
whether the Company has any such debt outstanding.
"Level I Status" means, at any date, that the senior unsecured
unenhanced long term debt of the Company is rated BBB or better by S&P
and Baa2 or better by Moody's, regardless of whether the Company has
any such debt outstanding.
"Level II Status" means, at any date, that the senior unsecured
unenhanced long term debt of the Company is rated BBB- or better by
S&P and Baa3 or better by Moody's and Level I status does not exist,
regardless of whether the Company has any such debt outstanding.
"Moody's" means Moody's Investors Service, Inc. or any successor
thereto. Any rating or change in rating given by Moody's shall be
deemed effective, and in effect, when publicly announced by Moody's.
"S&P" means Standard & Poor's Corporation or any successor thereto.
Any rating or change in rating given by S&P shall be deemed effective,
and in effect, when publicly announced by S&P.
(d) The definition of "Scheduled Expiration Date" is restated
in its entirety as follows:
"Scheduled Expiration Date" means July 31, 1998; provided that if
and only if, the requirements of Section 3.10 are satisfied, the
"Scheduled Expiration Date" shall be extended to June 29, 1999.
(e) The definition of "Securities Purchase Agreement" is restated
in its entirety as follows:
-2-
PAGE
<PAGE>
"Securities Purchase Agreement" means the Securities Purchase
Agreement dated as of March 31, 1993 between the Company and Masco
Corporation, as in effect on the Closing Date in the form attached
hereto as Exhibit J, and as heretofore or hereafter amended,
supplemented or otherwise modified from time to time. Nothing in this
Agreement shall prohibit the Company and Masco Corporation from
amending or terminating such Securities Purchase Agreement, provided
that at the time of such amendment or termination, and immediately
after giving effect thereto, no Default exists or would exist.
(f) The definition of "Subordinated Debt" is amended by (i)
deleting clauses (b) and (c) thereof, (ii) redesignating clauses (d) and (e)
thereof as clauses (c) and (d), respectively, (iii) adding the following new
clause (b) immediately after the end of clause (a): "(b) Debt evidenced by the
Company's 4-1/2% Convertible Subordinated Debentures due 2003, in the original
principal amount of $345,000,000;", and (iv) in the provision beginning
"provided further, however," of such definition, deleting (A) the word
"respective" and (B) the references to "clauses (b), (c) and (d)" and "clauses
(c) and (d)" and substituting "clauses (b) and (c)" and "clause (c)",
respectively, in place thereof.
(g) The definition of "Tangible Capital Funds" is amended by deleting
the reference therein to "July 31, 1998" and substituting "the
Scheduled Expiration Date" in place thereof.
1.3 Section 1.3 is hereby amended by adding the following to the end of
such Section:
"Except as provided in the definition of Eurodollar Rate Interest
Period, if any payment, report, financial statement, notice or other
obligation is due hereunder on a day which is not a Business Day, then
the due date thereof shall be extended to the next Business Day."
1.4 Section 3.4(a) is hereby restated in its entirety as follows:
(a) The Bid-Option. In addition to Syndicated
Borrowings that are made pursuant to Section 3.1,
the Company may, as set forth in this Section, from
time to time after the Closing Date to but excluding
the Termination Date request the Banks to offer to
make Bid-Option Loans to the Company. Each Bank
may, but shall have no obligation to, make such
offers; furthermore, each Bank may limit the
aggregate amount of Bid-Option Loans when quoting
rates for more than one Bid-Option Interest Period
in any Bid-Option Quote, provided that such
limitation shall not be less than the minimum
amounts required hereunder
-3-
<PAGE>
<PAGE>
for Bid-Option Loans and the Company may choose among
the Bid-Option Loans if such limitation is imposed.
The Company may, but shall have no obligation to,
accept any such offers, in the manner set forth in this
Section; provided that the Equivalent of the
aggregate outstanding principal amount Bid-Option
Loans shall not at any time exceed (i) the excess of
(A) the aggregate amount of the over (B) the sum of
(x) the aggregate outstanding principal amount of
Syndicated Loans plus (y) the Letter of Credit
Obligations Amount, or (ii) fifty percent (50%)
of the aggregate amount of the Commitments (as the
same may be reduced in accordance with the terms of
this Agreement during any applicable Bid-Option
Interest Period); and provided, further, that the
Dollar Equivalent of the aggregate outstanding
principal amount of Foreign Currency
Loans shall not exceed $50,000,000.
1.5 Section 3.7(b) is hereby amended by adding the following to the end
of the first sentence thereof: "; provided, notwithstanding the foregoing, such
facility fee shall be at a rate equal to 0.15% per annum for each day during
which Level II Status is in effect and 0.10% per annum for each day during which
Level I Status is in effect."
1.6 Section 3.7 is further amended by adding the following subsection
(e):
(e) Extension Fee. If the facility is extended as
provided in Section 3.10, the Company will pay to
the Agent, for the pro rata benefit of the Banks
that are parties to the Agreement following such
extension, an extension fee equal points of the
aggregate amount of the Commitment extended,
payable on or before such extension is
provided that no such fee shall be charged if at
the time of extension of the Commitments Level I
Status is in effect.
1.7 Section 3.8 (b) is hereby restated in its entirety as follows:
(b) [intentionally omitted].
1.8 Section 3.10 is hereby amended by deleting the first two sentences,
and in their place substituting the following:
-4-
PAGE
<PAGE>
The Company may request that the Banks extend the Scheduled Expiration
Date from July 31, 1998 to June 29, 1999. No such request shall be effective
unless it is made in writing by the Company between the period from and
including August 15, 1995 to and including October 15, 1995.
1.9 Section 7.2(a) is hereby amended by adding the following to the end
thereof: " The certificate will be accompanied by a calculation of the ratio of
(i) Senior Debt as of the end of such fiscal quarter to (ii) EBITDA Minus
Capital Expenditures for the period of such fiscal quarter and the immediately
preceding three fiscal quarters (calculated on a pro forma basis as
appropriate)."
1.10 Section 7.5 is hereby restated in its entirety as follows:
Total Leverage Ratio. The Company will not permit or suffer the Total
Leverage Ratio to be greater than (a) 1.75 to 1.0 as of the last day of
any fiscal quarter of the Company occurring during the period from
January 1, 1994 through December 30, 1994, (b) 1.40 to 1.0 as of
December 31, 1994,(c) 1.65 to 1.0 as of the last day of any fiscal
quarter of the Company occurring during the period from January 1,
1995 through December 30, 1995, (d) 1.40 to 1.0 as of December 31,
1995, (e) 1.65 to 1.0 as of the last day of any fiscal quarter of
the Company occurring during the period from January 1, 1996 through
December 30,1996, (f) 1.25 to 1.0 as of December 31, 1996, (g) 1.50
to 1.0 as of the last day of any fiscal quarter of the Company
occurring during the period from January 1, 1997 through December 30,
1997, (h) 1.0 to 1.0 as of December 31, 1997, (i) 1.25 to 1.0 as of
the last day of any fiscal quarter of the Company occurring during
the period from January 1, 1998 through December 30, 1998, (j) 1.0
to 1.0 as of December 31, 1998, and (k) 1.25 to 1.0 as of the last
day of any fiscal quarter of the Company thereafter.
1.11 Section 7.6 is hereby restated in its entirety as follows:
7.6 [Intentionally omitted].
1.12 Section 7.7 is hereby restated in its entirety as follows:
Tangible Capital Funds. The Company will not permit or suffer Tangible
Capital Funds to at any time be less than the sum of (a) $500,000,000
plus (b) 66-2/3% of Net Income Minus Preferred Dividends for the
period from January 1, 1995 through the then latest fiscal year end
-5-
PAGE
<PAGE>
of the Company; provided that for purposes of this Section 7.7, Net
Income shall exclude the pre-tax amount attributable to recognition of
the Deferred Trimas Gain or any portion thereof as income.
1.13 Section 9.1(i) is hereby amended by deleting the word "or"
appearing at the end thereof.
1.14 Section 9.1(j) is hereby deleted.
1.15 Schedule 1 and Exhibit G to the Agreement are hereby replaced with
Schedule 1 and Exhibit G, respectively, hereto.
ARTICLE II. REPRESENTATIONS. The Company represents and warrants that:
2.1 The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate action and do
not and will not violate the provisions of any applicable law or regulation or
of the certificate of incorporation or bylaws of the Company or any Subsidiary
or any order of any court, regulatory body or arbitral tribunal and do not and
will not result in the breach of, or constitute a default or require any consent
under, or create any lien, charge or encumbrance upon any property or assets of
the Company or any Subsidiary pursuant to, any indenture or other agreement or
instrument to which the Company or any Subsidiary is a party or by which the
Company or any Subsidiary or its property may be bound or affected. The
execution, delivery and performance of this Amendment do not require, for the
validity thereof, nor does the enforceability of this Amendment require, any
filing with, or consent, authorization or approval of, any state or federal
agency or regulatory authority, other than filings, consents or approvals which
have been made or obtained.
2.2 This Amendment constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article VI of the Agreement are true
on and as of the date hereof with the same force and effect as if made on and as
of the date hereof.
2.4 As of the date hereof, there is no Default.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until the following shall have been delivered to the Agent:
3.1 This Amendment duly executed on behalf of the Company and each of
the Banks.
3.2 A copy of the resolutions adopted by the Board of Directors of the
Company, certified by an officer of the Company as being true and correct and
-6-
PAGE
<PAGE>
in full force and effect without amendment as of the date hereof, authorizing
the Company to enter into this Amendment.
3.3 An opinion of counsel for the Company in the form of Schedule 3.3
hereto.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Agreement or in any note, certificate,
instrument or other document to the Agreement shall be deemed to be references
to the Agreement as amended hereby and as further amended from time to time.
4.2 The Company agrees to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.
4.3 The Company agrees that the Agreement and other documents and
agreements executed by the Company in connection with the Agreement in favor of
the Agent, the Co-Agents and/or the Banks are ratified and confirmed and shall
remain in full force and effect, except as expressly amended hereby.
4.4 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument, and telecopied signatures shall be effective.
4.5 This Amendment is a contract made under, and shall be governed by
and construed in accordance with, the law of the State of Michigan applicable to
contracts made and to be performed entirely within such State and without giving
effect to choice of law principles of such State.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of June 29, 1994, which shall be the effective date of this
Amendment.
MASCOTECH, INC.
By: /s/ Timothy Wadhams
Timothy Wadhams
Its Vice President-
Controller and Treasurer
-7-
PAGE
<PAGE>
NBD BANK, N.A.
By: /s/ Richard H. Huttenlocher
Richard H. Huttenlocher
Its: Vice President
COMERICA BANK
By: /s/ Charles L. Weddell
Charles L. Weddell
Its: Assistant Vice President
THE BANK OF NEW YORK
By: /s/ Douglas Ober
Douglas Ober
Its: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Susan L. Comstock
Susan L. Comstock
Its: Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ John M. Mikolay
John M. Mikolay
Its: Vice President
-8-
PAGE
<PAGE>
NATIONSBANK OF NORTH CAROLINA, N.A.
By: /s/ Stephen K. Foutch
Stephen K. Foutch
Its: Vice President
CONTINENTAL BANK N.A.
By: /s/ Steven K. Ahrenholz
Steven K. Ahrenholz
Its: Vice President
PNC BANK, NATIONAL ASSOCIATION
(F/K/A PITTSBURGH NATIONAL BANK)
By: /s/ Jack Broeren
Jack Broeren
Its: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ W.L. Hess
W.L. Hess
Its: Vice President
MICHIGAN NATIONAL BANK
By: /s/ Joseph M. Redoutey
Joseph M. Redoutey
Its: Second Vice President
ROYAL BANK OF CANADA
By: /s/ Holly Spencer Kaczmarczyk
Holly Spencer Kaczmarczyk
Its: Manager
-9-
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<PAGE>
NATIONAL CITY BANK
By: /s/ Margaret S. Howe
Margaret S. Howe
Its: Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Michael J. McGroarty
Michael J. McGroarty
Its: Vice President
THE FUJI BANK, LTD.
By: /s/ Hidekazu Seo
Hidekazu Seo
Its: Joint General Manager
CITIBANK, N.A.
By: /s/ Barbara A. Cohen
Barbara A. Cohen
Its: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ James B. Gburek
James B. Gburek
Its: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Kent S. Davis
Kent S. Davis
Its: Authorized Signatory
-10-
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<PAGE>
CORESTATES PHILADELPHIA NATIONAL BANK
By: /s/ Ann Marie Fitzsimmons
Ann Marie Fitzsimmons
Its: Commercial Officer
SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ Manfred O. Eigenbrod
Manfred O. Eigenbrod
Its: Managing Director
FIRST NATIONAL BANK OF BOSTON
By: /s/ Rod Guinn
Rod Guinn
Its: Vice President
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By: /s/ Richard H. Ault
Richard H. Ault
Its: Vice President
-11-
<PAGE>
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Interest Interest Interest Interest
Coverage Ratio Coverage Ratio Coverage Coverage
APPLICATION Interest equal to or equal to or Ratio equal Ratio equal
MARGIN Coverage greater than greater than to or greater to or greater
CHART Ratio less 1.50:1.00 2.25:1:00 and than 3.00:1.00 than
than and less than less than and less than 4.25:1.00
1.50:1.00 2.25:1.00 3.00:1.00 4.25:1.00
<S> <C> <C> <C> <C> <C>
Senior Leverage Ratio
(a) as of any December 31,
greater than 1.10:1.00,
or
1.375% 1.250% 1.125% 1.000% .875%
(b) as of any other
Determination Date,
greater than 1.15:1.00
Senior Leverage Ratio
(a) as of any December 31,
equal to or less than
1.10:1.00 and greater
than 0.85:1.00, or
1.250% 1.125% 1.000% 0.875% .750%
(b) as of any other
Determination Date,
equal to or less than
1.15:1.00 and greater
than 0.90:1.00
Senior Leverage Ratio
(a) as of any December 31,
equal to or less than
0.85:1.00 and greater
than 0.60:1.00, or
1.125% 1.000% 0.875% 0.750% 0.625%
(b) as of any other
Determination Date,
equal to or less than
0.90:1.00 and greater
than 0.65:1.00
Senior Leverage Ratio
(a) as of any December 31,
equal to or less than
0.60:1.00 and greater
than 0.50:1.00, or
1.000% 0.875% 0.750% 0.625% 0.500%
(b) as of any other
Determination Date,
equal to or less than
0.65:1.00 and greater
than 0.55:1.00
Senior Leverage Ratio
(a) as of any December 31,
equal to or less than
0.50:1.00, or
0.875% 0.750% 0.625% 0.500% 0.45%
(b) as of any other
Determination Date,
equal to or less than
0.55:1.00
</TABLE>
<PAGE> <PAGE>
EXHIBIT G
BID-OPTION QUOTE
[Date]
NBD Bank, N.A., as Agent
611 Woodward Avenue
Detroit, Michigan 48226
Attention: Michigan Banking Division
Reference is made to the Credit Agreement, dated as of September 2,
1993, as amended, supplemented or otherwise modified, by and among
MASCOTECH, INC., a Delaware corporation, the Banks and Co-Agents party
thereto, and NBD Bank, N.A., as Agent. Capitalized terms used but not
defined herein shall have the respective meanings ascribed thereto in such
Agreement.
In response to your Invitation for Bid-Option Quotes dated _____, 19__,
_________________________ (the "Bank"), hereby makes the following offer[s]
to make [a] Bid-Option Loan[s]:
1. Quoting Bank: ____________________________
Contact Person: _________________________
2. Date of proposed Borrowing: __________, 19__ <F1>
3. Quotes:
Type of Bid-Option
Loans: Absolute Rate
Dollar, Eurodollar Bid-Option Absolute
Rate Dollar or Foreign Rate or Bid-Option
Currency (also specify Principal Eurodollar Rate Interest
the foreign currency <F2> Amount <F3> Margin <F4> Period<F5>
(a) ______________________ _________ ___________________ ___________
(b) ______________________ _________ ___________________ ___________
(c) ______________________ _________ ___________________ ___________
<PAGE>
<PAGE>
4. The aggregate amount of Bid-Option Loans which may be accepted
by the Company pursuant to this Bid-Option Quote shall not exceed
$_________. <F6>
The Bank acknowledges and agrees that this Bid-Option Quote (a) is
irrevocable and (b) subject to the terms and conditions of the Credit
Agreement, obligates it to make a Bid-Option Loan for which any quote is
accepted, in whole or in part.
[Name of Bank]
By: ______________________________________
Its: _________________________________
[FN]
<F1> As specified in the related Invitation for Bid-Option
Quotes.
<F2> As specified in the related Invitation for Bid-Option
Quotes.
<F3> The Dollar Equivalent of the principal amount (a)
must be (i) in the case of Dollar Bid-Option Loans,
$5,000,000 or a larger multiple thereof, or (2) in
the case of Foreign Currency Bid-Option Loans, not
less than $1,000,000, and (b) may not exceed the
Dollar Equivalent of the aggregate a of the related
Bid-Option Borrowing specified in Invitation for
Bid-Option Quotes.
<F4> Specify rate of interest per annum (rounded up to the
nearest 1/10,000th of 1%) or applicable margin,
which may be positive or negative, expressed as a
percentage (rounded up to the nearest 1/10,000th of 1%),
as the case may be.
<F5> As specified in the related Invitation for Bid-Option
Quotes.
<F6> Must be at lease equal to the minimum amount
specified in note 3 above.
<PAGE>
