-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ApQXtrqK9HEN6fVvWmnQ1XMNeLAv1/CkJiYEOTxdECqBvX8uzqDzIELoQIUDBjO4 7S/YnpkHfnyKY2PfRJllZQ== 0000950152-01-503137.txt : 20010710 0000950152-01-503137.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950152-01-503137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010627 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER HOLDINGS INC CENTRAL INDEX KEY: 0001059364 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 133989553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49971 FILM NUMBER: 1676965 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: STE 500 CITY: CINCINNATI STATE: OH ZIP: 45201-0779 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER INDUSTRIES INC CENTRAL INDEX KEY: 0000030927 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 310268670 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957 FILM NUMBER: 1676966 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: STE 500 CITY: CINCINNATI STATE: OH ZIP: 45201-0779 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE PICHER CO DATE OF NAME CHANGE: 19660921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAISY PARTS INC CENTRAL INDEX KEY: 0001059567 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 381406772 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-02 FILM NUMBER: 1676967 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER DEVELOPMENT CO INC CENTRAL INDEX KEY: 0001059568 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 311215706 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-03 FILM NUMBER: 1676968 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER FAR EAST INC CENTRAL INDEX KEY: 0001059570 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 311235685 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-04 FILM NUMBER: 1676969 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER MINERALS INC CENTRAL INDEX KEY: 0001059572 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 311188662 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-06 FILM NUMBER: 1676970 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLSDALE TOOL & MANUFACTURING CO CENTRAL INDEX KEY: 0001059573 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 380946293 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-07 FILM NUMBER: 1676971 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: STE 500 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPMR CORP CENTRAL INDEX KEY: 0001059575 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382185909 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-08 FILM NUMBER: 1676972 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: 250 E FIFTH ST ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: MICHIGAN AUTOMOTIVE RESEARCH CORP DATE OF NAME CHANGE: 19980410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER TECHNOLOGIES LLC CENTRAL INDEX KEY: 0001059576 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 311587660 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-49957-09 FILM NUMBER: 1676973 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 8-K 1 l89314ae8-k.txt EAGLE-PICHER HOLDINGS, INC., ET AL 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 27, 2001 ---------------------- EAGLE-PICHER HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
DELAWARE 333-49957-01 13-3989553 - ---------------------------- -------------------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
250 East Fifth Street, Suite 500, Cincinnati, Ohio 45202 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code 513-721-7010 ------------------------------ (Not Applicable) - -------------------------------------------------------------------------------- (Former Name Or Former Address, If Changed Since Last Report) 2 TABLE OF ADDITIONAL REGISTRANTS
JURISDICTION OF COMMISSION IRS EMPLOYER INCORPORATION OR FILE IDENTIFICATION NAME ORGANIZATION NUMBER NUMBER ---- ---------------- ---------- -------------- Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670 Daisy Parts, Inc. Michigan 333-49957-02 38-1406772 Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706 Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685 Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662 Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660 Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293 EPMR Corporation (f/k/a Michigan Michigan 333-49957-08 38-2185909 Automotive Research Corp.)
2 3 ITEM 5. OTHER EVENTS. CREDIT AGREEMENT AMENDMENT On June 27, 2001 Eagle-Picher Industries, Inc. (the "Company") entered into an amendment (the "Credit Agreement Amendment") to its senior secured Credit Agreement (the "Credit Agreement") dated as of February 19, 1998 among the Company, various lenders from time to time party thereto, ABN AMRO Bank, N.V., as Agent, PNC Bank, National Association, as Documentation Agent and NBD, N.A., as Syndication Agent. The Credit Agreement Amendment is effective as of May 31, 2001 and amends the financial covenants in the Credit Agreement and makes certain other changes as described below. Leverage Ratio The Company's Leverage Ratio is the ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA"), as such terms are defined in the Credit Agreement. The Company's Leverage Ratio is measured quarterly based on the trailing four fiscal quarters and the Credit Agreement Amendment changed the maximum permitted Leverage Ratio as shown in the following table:
QUARTER ENDING PREVIOUS MAXIMUM AMENDED MAXIMUM LEVERAGE RATIO LEVERAGE RATIO May 31, 2001 4.50:1.00 5.00:1.00 August 31, 2001 4.50:1.00 5.25:1.00 November 30, 2001 4.00:1.00 5.25:1.00 February 28, 2002 4.00:1.00 5.25:1.00 May 31, 2002 4.00:1.00 5.00:1.00 August 31, 2002 4.00:1.00 4.75:1.00 November 30, 2002 3.50:1.00 4.75:1.00 February 28, 2003 3.50:1.00 4.75:1.00 May 31, 2003 3.50:1.00 4.50:1.00 Thereafter 3.50:1.00 4.25:1.00
Interest Coverage Ratio The Company's Interest Coverage Ratio is the ratio of consolidated EBITDA to consolidated interest expense, as such terms are defined in the Credit Agreement. The Company's Interest Coverage Ratio is measured quarterly based on the trailing four fiscal quarters and the Credit Agreement Amendment changed the minimum required Interest Coverage Ratio as shown in the following table:
QUARTER ENDING PREVIOUS MINIMUM AMENDED MINIMUM REQUIRED INTEREST REQUIRED INTEREST COVERAGE RATIO COVERAGE RATIO May 31, 2001 2.50:1.00 2.00:1.00 August 31, 2001 2.50:1.00 2.00:1.00 November 30, 2001 2.50:1.00 2.00:1.00 February 28, 2002 3.00:1.00 1.85:1.00 May 31, 2002 3.00:1.00 2.00:1.00 August 31, 2002 3.00:1.00 2.00:1.00 November 30, 2002 3.00:1.00 2.00:1.00
3 4 February 28, 2003 3.00:1.00 2.25:1.00 May 31, 2003 3.00:1.00 2.25:1.00 August 31, 2003 3.00:1.00 2.25:1.00 Thereafter 3.00:1.00 2.50:1.00
Fixed Charge Coverage Ratio The Company's Fixed Charge Coverage Ratio is the ratio of consolidated EBITDA to consolidated fixed charges, as such terms are defined in the Credit Agreement. The Company's Fixed Charge Coverage Ratio is measured quarterly based on the trailing four fiscal quarters and the Credit Agreement Amendment changed the minimum required Fixed Charge Coverage Ratio as shown in the following table:
QUARTER ENDING PREVIOUS MINIMUM AMENDED MINIMUM REQUIRED INTEREST REQUIRED INTEREST COVERAGE RATIO COVERAGE RATIO May 31, 2001 1.50:1.00 1.50:1.00 August 31, 2001 1.50:1.00 1.25:1.00 November 30, 2001 1.50:1.00 1.25:1.00 February 28, 2002 1.50:1.00 1.25:1.00 May 31, 2002 1.50:1.00 1.25:1.00 August 31, 2002 1.50:1.00 1.25:1.00 November 30, 2002 1.50:1.00 1.25:1.00 February 28, 2003 1.50:1.00 1.35:1.00 May 31, 2003 1.50:1.00 1.35:1.00 Thereafter 1.50:1.00 1.40:1.00
The Credit Agreement Amendment changed several other provisions of the Credit Agreement in addition to the financial covenants. With the Credit Agreement Amendment, all proceeds from Asset Sales (as such term is defined in the Credit Agreement) are required to be applied to repay principal on the term loan under the Credit Agreement. Previously, the Company was permitted to use up to $50 million of proceeds per fiscal year from Asset Sales to purchase other assets used in the Company's business before being required to repay such term loan. As of the date hereof, the outstanding principal amount of such term loan was approximately $57.3 million. The Credit Agreement Amendment also eliminated the ability of the Company to make up to $75 million per fiscal year of acquisitions without the consent of a majority of the lenders. The Credit Agreement Amendment increases the interest rate on borrowings under the Credit Agreement by 0.50% (0.75% if the Company's Leverage Ratio exceeds 5.00 to 1.00). The Credit Agreement Amendment also contains several minor technical amendments to the Credit Agreement. The Company paid total fees to the lenders of approximately $800,000 in connection with the Credit Agreement Amendment. RECEIVABLES LOAN AGREEMENT AMENDMENT 4 5 On June 29, 2001, the Company and its wholly-owned subsidiary Eagle-Picher Acceptance Corporation ("EPAC") entered into a Fifth Amendment (the "RLA Amendment") to the Receivables Loan Agreement (the "Receivables Loan Agreement") dated as of May 18, 1999 among the Company, EPAC, Amsterdam Funding Corporation, ABN AMRO Bank N.V., Market Street Funding Corporation and PNC Bank, National Association. Pursuant to the RLA Amendment, the term of the Receivables Loan Agreement was extended to May 15, 2002. The Receivables loan Agreement had an initial term through May 17, 2000, which was extended in 2000 to May 16, 2001 and then extended in May 2001 until June 29, 2001. In connection with the RLA Amendment, the annual fee paid by the Company on the program limit of $50 million was increased by 0.50% to 1.25%. The foregoing descriptions of the Credit Agreement Amendment and the RLA Amendment are qualified in their entirety by reference to the full text of those documents, each of which is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: 10.56 Fourth Amendment to Credit Agreement and Consent dated as of May 31, 2001, among the Company, the lenders party hereto, ABN AMRO Bank N.V., as Agent, PNC Bank, National Association, as Documentation Agent and NBD Bank, N.A., as Syndication Agent. 10.57 Fifth Amendment to Receivables Loan Agreement dated as of June 29, 2001 among the Company, EPAC, Amsterdam Funding Corporation, as a Conduit Lender and as the administrative agent for the Lenders, ABN AMRO Bank N.V., as the Amsterdam Lender Agent, Market Street Funding Corporation, as a Conduit Lender, PNC Bank, National Association, as the Market Lender Agent and the Related Bank Lenders party hereto. 5 6 SIGNATURES 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. EAGLE-PICHER HOLDINGS, INC. /s/ Philip F. Schultz ----------------------------------------- Philip F. Schultz President and Chief Executive Officer Senior Vice President and Chief Financial Officer DATE July 6, 2001 ----------------- 6 7 SIGNATURES 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. EAGLE-PICHER INDUSTRIES, INC. /s/ Philip F. Schultz ----------------------------------------- Philip F. Schultz President and Chief Executive Officer Senior Vice President and Chief Financial Officer DATE July 6, 2001 ----------------- 7 8 SIGNATURES 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. DAISY PARTS, INC. /s/ Tom B. Scherpenberg ----------------------------------------- Tom B. Scherpenberg Treasurer DATE July 6, 2001 ----------------- 8 9 SIGNATURES 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. EAGLE-PICHER DEVELOPMENT COMPANY, INC. /s/ Tom B. Scherpenberg ----------------------------------------- Tom B. Scherpenberg Treasurer DATE July 6, 2001 ----------------- 9 10 SIGNATURES 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. EAGLE-PICHER FAR EAST, INC. /s/ Tom B. Scherpenberg ----------------------------------------- Tom B. Scherpenberg Treasurer DATE July 6, 2001 ----------------- 10 11 SIGNATURES 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. EAGLE-PICHER MINERALS, INC. /s/ Tom B. Scherpenberg ----------------------------------------- Tom B. Scherpenberg Treasurer DATE July 6, 2001 ------------------ 11 12 SIGNATURES 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. EAGLE-PICHER TECHNOLOGIES, LLC /s/ William E. Long ----------------------------------------- William E. Long President DATE July 6, 2001 ----------------- 12 13 SIGNATURES 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. HILLSDALE TOOL & MANUFACTURING CO. /s/ Tom B. Scherpenberg ----------------------------------------- Tom B. Scherpenberg Treasurer DATE July 6, 2001 ----------------- 13 14 SIGNATURES 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. EPMR CORPORATION /s/ Tom B. Scherpenberg ----------------------------------------- Tom B. Scherpenberg Treasurer DATE July 6, 2001 ----------------- 14 15 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION 10.56 Fourth Amendment to Credit Agreement and Consent dated as of May 31, 2001, among the Company, the lenders party hereto, ABN AMRO Bank N.V., as Agent, PNC Bank, National Association, as Documentation Agent and NBD Bank, N.A., as Syndication Agent. 10.57 Fifth Amendment to Receivables Loan Agreement dated as of June 29, 2001 among the Company, EPAC, Amsterdam Funding Corporation, as a Conduit Lender and as the administrative agent for the Lenders, ABN AMRO Bank N.V., as the Amsterdam Lender Agent, Market Street Funding Corporation, as a Conduit Lender, PNC Bank, National Association, as the Market Lender Agent and the Related Bank Lenders party hereto. 15 EX-10.55 2 l89314aex10-55.txt EXHIBIT 10.55 1 Exhibit 10.56 FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of May 31, 2001 (the "Amendment and Consent"), among Eagle-Picher Industries, Inc., a Delaware corporation and successor by merger to E-P Acquisition, Inc., a Delaware corporation (together herein collectively referred to as the "Borrower"), the lenders party hereto (each a "Lender" and collectively, the "Lenders"), ABN AMRO Bank N.V., as Agent (in such capacity, the "Agent"), PNC Bank, National Association, as Documentation Agent (in such capacity, the "Documentation Agent") and NBD Bank, N.A., as Syndication Agent (in such capacity, the "Syndication Agent"). W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Agent, the Documentation Agent and the Syndication Agent are parties to that certain Credit Agreement, dated as of February 19, 1998, as modified by (i) that certain Eagle-Picher Industries, Inc. Credit Agreement Consent and Waiver among the Borrower, the Agent and the Lenders party thereto, dated as of November 18, 1998, (ii) that certain Eagle-Picher Industries, Inc. Credit Agreement Amendment and Consent among the Borrower, the Agent and the Lenders party thereto, dated as of December 14, 1998, (iii) that certain Amendment to Credit Agreement and Consent among the Borrower, the Agent and the Lenders party thereto, dated as of May 18, 1999, (iv) that certain Credit Agreement Consent among the Borrower, the Agent and the Lenders party thereto, dated as of May 26, 2000 and (v) that certain Amendment to Credit Agreement and Consent among the Borrower, the Agent and the Lenders party thereto, dated as of August 1, 2000 (together, the "Credit Agreement"); and WHEREAS, the Borrower has requested that the Credit Agreement be further amended in certain respects; and WHEREAS, the Lenders and the Agents party hereto, are willing to so further amend the Credit Agreement, subject to the terms and conditions hereinafter set forth; NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound thereby, covenant and agree as follows: 1. General. All terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as defined in the Credit Agreement as further amended hereby. 2. Mandatory Prepayments and Repayments. Subsection (c) of Section 4.02.01 of the Credit Agreement shall be and is hereby amended and restated to read as follows: 2 (c) "On the Business Day after the date of receipt thereof by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, an amount equal to 100% of the Net Cash Proceeds from such Asset Sale shall be applied as a mandatory repayment of principal of the Term Loans." 3. Liens. Section 8.01 of the Credit Agreement shall be and is hereby amended by (x) deleting the word "and" after subparagraph (ix), (y) deleting the period at the end of subparagraph (x) and replacing such period with a semi-colon and the word "and" and (z) by adding a new subparagraph (xi) reading as follows: "(xi) the precautionary notice filing of any financing statement under the UCC against the Borrower or any Subsidiary thereof relating to property owned by the person named as the secured party in such financing statement." 4. Interest Coverage Ratio. Section 8.08 of the Credit Agreement shall be and is hereby amended by deleting the table therein and inserting the following table in its place: "DATE RATIO May 31, 2001 2.00:1.00 August 31, 2001 2.00:1.00 November 30, 2001 2.00:1.00 February 28, 2002 1.85:1.00 May 31, 2002 2.00:1.00 August 31, 2002 2.00:1.00 November 30, 2002 2.00:1.00 February 28, 2003 2.25:1.00 May 31, 2003 2.25:1.00 August 31, 2003 2.25:1.00 Thereafter 2.50:1.00" 5. Leverage Ratio. Section 8.09 of the Credit Agreement shall be and is hereby amended by deleting the table therein and inserting the following table in its place: "PERIOD RATIO May 31, 2001 5.00:1.00 August 31, 2001 5.25:1.00 November 30, 2001 5.25:1.00 February 28, 2002 5.25:1.00 May 31, 2002 5.00:1.00 August 31, 2002 4.75:1.00 November 30, 2002 4.75:1.00 February 28, 2003 4.75:1.00 May 31, 2003 4.50:1.00 Thereafter 4.25:1.00" -2- 3 6. Fixed Charge Coverage Ratio. Section 8.10 of the Credit Agreement shall be and is hereby amended and restated to read as follows: "Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio on the last day of any fiscal quarter ending on or about any date set forth below to be more than the ratio set forth opposite such date: Period Ratio May 31, 2001 1.50:1.00 August 31, 2001 1.25:1.00 November 30, 2001 1.25:1.00 February 28, 2002 1.25:1.00 May 31, 2002 1.25:1.00 August 31, 2002 1.25:1.00 November 30, 2002 1.25:1.00 February 28, 2003 1.35:1.00 May 31, 2003 1.35:1.00 Thereafter 1.40:1.00" 7. Limitations on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Issuances of Capital Stock; etc. Subparagraph (iv) of Section 8.11 of the Credit Agreement shall be and is hereby amended and restated to read as follows: "(iv) amend, modify or change in any way adverse to the interests of the Lenders, any Tax Allocation Agreement, any Management Agreement, any Merger Document, the Confirmation Order, the Plan of Reorganization, the Trust Agreement relating to the PI Trust, its certificate of incorporation (including, without limitation, by the filing or modification of any certificate of designation) or by-laws, or any agreement entered into by it, with respect to its capital stock (including any Shareholders' Agreement), or enter into any new agreement with respect to its capital stock which in any way could be adverse to the interests of the Lenders." 8. Advances, Investments and Loans. Section 8.05 of the Credit Agreement shall be and is hereby amended by (x) deleting the word "and" after subparagraph (viii), (y) deleting the period at the end of subparagraph (ix) and replacing such period with a semi-colon and the word "and" and (z) by adding a new subparagraph (x) reading as follows: "(x) Hedging Obligations of the Borrower or any of its Subsidiaries." 9. Consolidated Fixed Charges. The definition of "Consolidated Fixed Charges" in Section 10.01 of the Credit Agreement shall be amended by revising the words "scheduled mandatory prepayment" appearing in line 4 of such definition to read "scheduled mandatory payment." -3- 4 10. Hedging Obligations. There shall be added to Section 10.01 of the Credit Agreement, in proper alphabetical order, a new definition reading as follows: "Hedging Obligations" of any Person shall mean the obligations of such Person pursuant to (i) agreements or arrangements designed to protect such Person against fluctuations in foreign currency exchange rates in the conduct of its operations, or (ii) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices, in each case, entered into in the ordinary course of business for bonafide hedging purposes and not for the purpose of speculation." 11. Permitted Acquisition. The definition of "Permitted Acquisition" in Section 10.01 of the Credit Agreement shall be amended and restated to read as follows: "Permitted Acquisition" means an Acquisition by the Borrower or any of its Subsidiaries, provided that each such Acquisition shall be approved in advance by the Required Lenders." 12. Pricing Grid. Annex II of the Credit Agreement shall be amended and restated by replacing such Annex with Exhibit A attached hereto. 13. Effectiveness. This Amendment and Consent shall become effective as of the date hereof on the condition that the Borrower and the Required Lenders shall have signed a counterpart hereof and shall have delivered the same to the Agent. The Borrower agrees to pay to each Lender executing this Amendment and Consent an amendment fee equal to 0.25% of such Lender's respective Commitment as of the date hereof. This Amendment and Consent may be executed in any number of Counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Agent. This Amendment and Consent and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York. Except as herein specifically amended, the Credit Agreement shall be and remain in full force and effect and wherever reference is made in any note, document, letter or other communication to the Credit Agreement, such reference shall, without more, be deemed to refer to the Credit Agreement as amended hereby. The amendment and consent provided for herein shall be limited specifically as provided for herein and this Amendment and Consent shall not constitute a consent to any other transaction nor shall it be a waiver or modification of any other term, provision or condition of the Credit Agreement except as expressly set forth herein and shall not prejudice or be deemed to prejudice any right that the Agent or the Lenders may now have or may have in the future under the Credit Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -4- 5 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment and Consent as of the date first above written. EAGLE-PICHER INDUSTRIES, INC. By -------------------------------- Name: Title: ABN AMRO BANK N.V., individually and as Agent By -------------------------------- Name: Title: By -------------------------------- Name: Title: PNC BANK, NATIONAL ASSOCIATION By -------------------------------- Name: Title: FIRSTAR BANK, N.A. By -------------------------------- Name: Title: ARAB BANKING CORPORATION By -------------------------------- Name: Title: -5- 6 THE BANK OF NOVA SCOTIA By -------------------------------- Name: Title: BANK OF TOKYO-MITSUBISHI TRUST COMPANY By -------------------------------- Name: Title: CREDIT AGRICOLE INDOSUEZ By -------------------------------- Name: Title: BANK ONE, INDIANA, N.A., formerly known as NBD BANK, N.A. By -------------------------------- Name: Title: CREDITANSTALT CORPORATE FINANCE By -------------------------------- Name: Title: By -------------------------------- Name: Title: PROVIDENT BANK By -------------------------------- Name: Title: -6- 7 FIFTH THIRD BANK By -------------------------------- Name: Title: THE BANK OF NEW YORK By -------------------------------- Name: Title: CREDIT INDUSTRIAL ET COMMERCIAL, formerly known as Compagnie Financiere de CIC et de l'Union Europeenne By -------------------------------- Name: Title: COMERICA BANK By -------------------------------- Name: Title: IMPERIAL BANK By -------------------------------- Name: Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By -------------------------------- Name: Title: -7- 8 HARRIS TRUST AND SAVINGS BANK By -------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON By -------------------------------- Name: Title: TRANSAMERICA BUSINESS CREDIT CORPORATION By -------------------------------- Name: Title: By -------------------------------- Name: Title: THE FUJI BANK, LIMITED By -------------------------------- Name: Title: -8- 9 EXHIBIT A Annex II Pricing Grid
===================================================================================================================== Leverage Ratio Applicable Eurodollar Applicable Base Applicable Rate Margin Rate Margin Commitment Fee Rate - --------------------------------------------------------------------------------------------------------------------- Revolving Loan Revolving Loan A Term Loan A Term Loan Swingline Loan - --------------------------------------------------------------------------------------------------------------------- greater than or equal to 3.25 2.25 0.625 5.0 to 1.00 - --------------------------------------------------------------------------------------------------------------------- less than 5.0 to 1.00 and 3.00 2.00 0.50 greater than 4.50 to 1.00 - --------------------------------------------------------------------------------------------------------------------- less than 4.50 to 1.00 and 2.75 1.50 0.50 greater than or equal to 4.00 to 1.00 - --------------------------------------------------------------------------------------------------------------------- less than 4.00 to 1.00 and 2.50 1.25 0.375 greater than or equal to 3.50 to 1.00 - --------------------------------------------------------------------------------------------------------------------- less than 3.50 to 1.00 and 1.75 0.50 0.25 greater than or equal to 3.00 to 1.00 - --------------------------------------------------------------------------------------------------------------------- less than 3.00 to 1.00 1.50 0.25 0.25 =====================================================================================================================
From and after the first day of any Margin Adjustment Period (the "Start Date") to and including the last day of such Margin Adjustment Period, the Applicable Base Rate Margin, Applicable Eurodollar Rate Margin and Applicable Commitment Fee Rate shall be the respective percentage per annum set forth opposite the Leverage Ratio as of the last day of the most recent fiscal quarter or fiscal year, as the case may be, ended immediately prior to such Start Date. Notwithstanding anything to the contrary contained above, the Leverage Ratio shall be deemed to be greater than or equal to 5.00 to 1.00 for any period during which the financial statements have not been delivered to the Agent as required by Section 7.01(b)(i) and (c)(i). EX-10.56 3 l89314aex10-56.txt EXHIBIT 10.56 1 Exhibit 10.57 FIFTH AMENDMENT TO RECEIVABLES LOAN AGREEMENT THIS FIFTH AMENDMENT (the "Amendment"), dated as of June 29, 2001, is entered into among Eagle-Picher Acceptance Corporation (the "Borrower"), Eagle-Picher Industries, Inc. (the "Initial Collection Agent"), Amsterdam Funding Corporation, as a Conduit Lender and as the administrative agent for the Lenders (the "Administrative Agent"), ABN AMRO Bank N.V., as the Amsterdam Lender Agent (the "Amsterdam Lender Agent"), Market Street Funding Corporation, as a Conduit Lender ("Market Street"), PNC Bank, National Association, as the Market Lender Agent (the "Market Lender Agent") and the Related Bank Lenders party hereto. WITNESSETH: WHEREAS, the Borrower, Initial Collection Agent, the Administrative Agent, the Amsterdam Lender Agent, the Lender Agents from time to time party thereto, Amsterdam, the Related Bank Lenders from time to time party thereto and the Conduit Lenders from time to time party thereto have heretofore executed and delivered a Receivables Loan Agreement, dated as of May 18, 1999 (as amended, supplemented or otherwise modified through the date hereof, the "Loan Agreement"), WHEREAS, the Borrower, ABN Amro Bank N.V., as the Amsterdam Group Lender Agent and Amsterdam have heretofore executed and delivered a Fee Letter, dated May 18, 1999 (the "Fee Letter"); WHEREAS, the parties hereto desire to amend the Loan Agreement as provided herein; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that the Loan Agreement shall be and is hereby amended as follows: Section 1. Subsection (d) of the defined term "Termination Date" appearing in Schedule I to the Loan Agreement is hereby amended by deleting the date "June 29, 2001" and inserting in its place "May 15, 2002". Section 2. The Subsection (a)(i) of the defined term "Receivables Turnover Days" is hereby amended by inserting the words "beginning of" between the words "the" and "most" in the third line thereof. Section 3. The phrase "75 basis points (0.75%)" appearing in the fourth line of the paragraph entitled "Program Fee" in the Fee Letter is hereby deleted and replaced with the phrase "125 basis points (1.25%)". Section 4. This Amendment shall become effective on the date the Administrative Agent has received counterparts hereof executed by the Borrower and the Instructing Group. Section 5. To induce the Administrative Agent, the Lender Agents, Amsterdam, the Conduit Lenders and the Related Bank Lenders to enter into this Amendment, the Borrower and Initial Collection Agent represent and warrant to the Administrative Agent and the Related Bank Lenders that: (a) the representations and warranties contained in the Transaction Documents, are true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) no Potential Termination Event exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly 2 executed and delivered by each of the Borrower and the Initial Collection Agent, and the Loan Agreement, as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Borrower and the Initial Collection Agent, enforceable against the Borrower and the Initial Collection Agent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Borrower or the Initial Collection Agent of this Amendment or the performance by the Borrower or the Initial Collection Agent of the Loan Agreement, as amended by this Amendment, or any other Transaction Document to which they are a party. Section 6. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Section 7. Except as specifically provided above, the Loan Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any Administrative Agent or any Purchaser under the Loan Agreement or any of the other Transaction Documents, nor constitute a waiver or modification of any provision of any of the other Transaction Documents. All defined terms used herein and not defined herein shall have the same meaning herein as in the Loan Agreement. The Borrower agrees to pay on demand all costs and expenses (including reasonable fees and expenses of counsel) of or incurred by the Administrative Agent and each Purchaser Agent in connection with the negotiation, preparation, execution and delivery of this Amendment. Section 8. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York. -2- 3 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written. ABN AMRO BANK N.V., as the Administrative Agent, as a Related Bank Lender and as the Amsterdam Lender Agent By: ----------------------------------------- Title: -------------------------------------- By: ----------------------------------------- Title: -------------------------------------- AMSTERDAM FUNDING CORPORATION By: ----------------------------------------- Title: -------------------------------------- MARKET STREET FUNDING CORPORATION, as a Conduit Lender By: ----------------------------------------- Title: -------------------------------------- PNC BANK, NATIONAL ASSOCIATION, as a Related Bank Lender and as the Market Lender Agent By: ----------------------------------------- Title: -------------------------------------- EAGLE-PICHER ACCEPTANCE CORPORATION By: ----------------------------------------- Title: -------------------------------------- -3- 4 EAGLE-PICHER INDUSTRIES, INC. By: ----------------------------------------- Title: -------------------------------------- -4- -----END PRIVACY-ENHANCED MESSAGE-----