EXHIBIT 10.5
AMENDMENT NO. 3 TO LOAN AGREEMENT
This Amendment No. 3 to Loan Agreement (this "Amendment") dated as of
December ___, 1996 is entered into with reference to the Loan Agreement dated as
of August 1, 1996 among Safety Components International, Inc., Automotive Safety
Components International, Inc. and ASCI Holdings Germany (DE), Inc. (as joint
and several "Borrowers"),and Bank of America National Trust and Savings
Association, as Bank (as previously amended by an Amendment No. 1 thereto dated
as of September 30, 1996, and by an Amendment No. 2 thereto dated as of October
31, 1996, the "Loan Agreement"). Capitalized terms used but not defined herein
are used with the meanings set forth for those terms in the Loan Agreement.
RECITALS
A. Pursuant to Amendment No. 1 and Amendment No. 2, Borrowers and Bank
extended the date upon which certain lockbox agreements and the U.K.
Facilities and the German Overdraft Facility described in the Loan
Agreement would be entered into until December 6, 1996. Certain other
closing conditions referred to in the closing letter executed in
connection with the Loan Agreement (the "Letter Agreement") were
similarly deferred.
B. As of the date of this Amendment, such lockbox agreements, the U.K.
Facilities and the German Overdraft Facility have not been finalized
and certain of the obligations of Borrowers under the Letter Agreement
have not been satisfied.
C. Borrowers and the Bank desire to further extend the time available for
the execution of such lockbox agreements, consummation of the U.K.
Facilities and the German Overdraft Facility and the period for
satisfaction of the obligations described in the Letter Agreement to
December 20, 1996.
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NOW, THEREFORE, Borrowers and the Bank, hereby agree as follows:
1. Amendment to Section 3.2. Section 3.2 of the Loan Agreement is
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hereby amended to read in full as follows:
"Certain Fees. On the Closing Date, Borrowers shall pay facility
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fees and other fees to Bank of America for its services in arranging and
structuring this Agreement, the U.K. Facilities and the German Overdraft
Facility, in amounts set forth in the commitment letter heretofore issued
to Borrowers by Bank of America. It is understood that this Section shall
not be construed in derogation of Section 11.15. These fees are for the
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sole account of Bank of America, are fully earned on the dates when due,
and are nonrefundable, provided that the portion of such fees which is
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attributable to the U.K. Facility and the German Overdraft Facility shall
be refunded to the extent that such facilities have not been consummated
prior to December 20, 1996, unless such failure is due to no fault of
Bank."
2. Amendment to Section 6.22. Section 6.22 of the Loan Agreement is
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hereby amended to read in full as follows:
"Post Closing Items. Fail to cause each of the following to occur on or
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prior to December 20, 1996:
(a) Termination of the Midland Facilities and all Liens and
Contingent Obligations associated therewith and consummation of the U.K.
Facilities with BofA London pursuant to documentation between ASCL and BofA
London (which documentation shall be solely acceptable to Bank);
(b) Consummation of the German Overdraft Facility with BofA
Frankfurt pursuant to documentation between Co. KG and BofA Frankfurt
(which documentation shall be solely acceptable to Bank); and
(c) Consummation by Co. KG and BofA Frankfurt of a lockbox
agreement in form and substance acceptable to BofA Frankfurt with BofA
Frankfurt (or another institution acceptable to Bank), and the sending of
notice to each of Co. K.G.'s account debtors to make their remittances to
such Lockbox."
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3. Extension of Time Periods Under the Letter Agreement. The period
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for satisfaction of Borrowers' remaining obligations under the Letter Agreement
is hereby extended until December 20, 1996.
4. Counterparts. This Amendment may be executed in counterparts in
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accordance with Section 11.7 of the Loan Agreement.
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5. Confirmation. In all other respects, the Loan Agreement is
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confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
SAFETY COMPONENTS INTERNATIONAL, INC., a Delaware corporation
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL, INC., a Delaware corporation
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
ASCI HOLDINGS GERMANY (DE), INC.,
a Delaware corporation
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Vice President
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The following consent to the execution, delivery and performance of the
foregoing Amendment No. 3, and confirm that their guarantees of the obligations
of Borrowers remain in full force and effect, and without defense, counterclaim
or offset.
VALENTEC SYSTEMS, INC.
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
GALION, INC.
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
ASCI HOLDINGS U.K., INC.
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
ASCI HOLDINGS CZECH (DE), INC.
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
ASCI HOLDINGS MEXICO (DE), INC.
By: /s/ W. Xxxxx Xxxxx
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Title: Chief Financial Officer
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