AMENDMENT TO CREDIT AGREEMENT
Amendment dated as of February 2, 1999 to the Credit Agreement dated as of
December 7, 1994 (as amended and restated by the Replacement and Restatement
Amendment, dated as of October 10, 1996 and as may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement";
terms not otherwise defined herein shall be used herein as therein defined)
among:
(i) Xxxx-Xxxxxx Automotive, Inc., a Delaware corporation (the "Borrower");
(ii) the several banks and other financial institutions from time to time
parties to the Credit Agreement (the "Lenders");
(iii) BANK OF MONTREAL, CREDIT LYONNAIS, CHICAGO AND CAYMAN ISLAND
BRANCHES, THE INDUSTRIAL BANK OF JAPAN, LTD., THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NATIONSBANK, N.A., THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH,
BANK OF AMERICA NT&SA, AND THE FUJI BANK, LIMITED, as lead managers thereunder
(the "Lead Managers");
(iv) THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"),
and THE BANK OF NOVA SCOTIA, a Canadian chartered bank ("Scotiabank"), as co-
arrangers thereunder (in such capacity, the "Co-Arrangers");
(v) SCOTIABANK, as documentation agent for the Lenders thereunder (in such
capacity, the "Documentation Agent"); and
(vi) CHASE, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement.
NOW, THEREFORE, for and in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree, on the terms and subject to the conditions set forth
herein, as follows:
1. Amendment to Subsection 10.1. Subsection 10.1 of the Credit Agreement
is hereby amended by deleting paragraph (b) thereof in its entirety and
substituting therefor the following:
(b) Leverage Ratio. Permit the ratio (the "Leverage Ratio") of (i)
Consolidated Funded Debt on the last day of any fiscal quarter of the Borrower
ending during any period set forth below to (ii) Consolidated Capitalization as
at such date to exceed:
Period Ratio
09/30/98 - 12/31/99 0.58 to 1.00
01/01/00 - 12/31/00 0.52 to 1.00
Thereafter 0.50 to 1.00
2. Amendment to Subsection 10.6. Subsection 10.6 of the Credit Agreement
is hereby amended by deleting it in its entirety and substituting in lieu
thereof the following:
10.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of all or any substantial part of its property,
business or assets, whether now owned or hereafter acquired.
3. Amendment to Subsection 10.12. Subsection 10.12 of the Credit
Agreement is hereby amended by adding the following clause immediately before
the period at the end of such subsection:
; provided that (i) the Borrower's $150,000,000 7% senior unsecured notes
due 2006, the terms of which are no more restrictive than the terms of this
Agreement, may contain a prohibition or limitation on the creation of Liens
substantially similar to that in subsection 10.3 of this Agreement and (ii) the
Borrower's proposed $400,000,000 senior unsecured notes to be issued in
connection with its acquisition of Xxxxxxx Corporation, the terms of which will
be no more restrictive than the terms of this Agreement, may contain a
prohibition or limitation on the creation of Liens substantially similar to that
in subsection 10.3 of this Agreement.
4. Amendment to Subsection 10.13. Subsection 10.13 of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting in
lieu thereof the phrase "10.13 ["Reserved]".
5. Replacement of Pricing Grid. Annex A to Schedule 1A of the Credit
Agreement is hereby amended by deleting such Annex A to Schedule 1A in its
entirety and substituting in lieu thereof the Pricing Grid attached as Annex A
to Schedule 1A hereto.
6. Conditions to Effectiveness. This Amendment shall become effective on
and as of the date (the "Amendment Effective Date") that both (a) the
Administrative Agent shall have received counterparts of this Amendment duly
executed and delivered by a duly authorized officer of each of the Borrower, the
Administrative Agent and the Majority Lenders and (b) Xxxxxxx Corporation shall
have been acquired by the Borrower pursuant to a merger transaction.
7. Representations and Warranties. (a) The Borrower hereby represents and
warrants as of the date hereof and as of the Amendment Effective Date that each
of the representations and warranties made by it in the Credit Agreement, as
amended by this Amendment, is true and correct in all material respects on and
as of each such date as if made on and as of each such date (except to the
extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date), with all
references therein to "this Agreement" being deemed to refer to the Credit
Agreement, as amended by this Amendment; and (b) the Borrower hereby represents
and warrants as of the date hereof and as of the Amendment Effective Date that
no Default or Event of Default has occurred or is continuing.
8. Scope. This Amendment is to be narrowly construed. Except as
expressly amended herein, all of the covenants and provisions of the Credit
Agreement are and shall continue to be in full force and effect, except as
amended by this Amendment.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including telecopied
counterparts), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.
XXXX-XXXXXX AUTOMOTIVE, INC.
By:----------------------------------------------
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent, as a Co-Arranger and as a Lender
By:----------------------------------------------
Title:
BANK OF AMERICA NT&SA, as a Lead Manager
and as a Lender
By:----------------------------------------------
Title:
BANK OF MONTREAL, as a Lead Manager
and as a Lender
By:----------------------------------------------
Title:
CREDIT LYONNAIS, CHICAGO BRANCH, as a Lead
Manager and as a Lender
By:----------------------------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO, as
Lead Manager and as a Lender
By:----------------------------------------------
Title:
THE FUJI BANK, LIMITED, as a Lead Manager and as
a Lender
By:----------------------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED, as
a Lead Manager and as a Lender
By:----------------------------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
as a Lead Manager and as a Lender
By:----------------------------------------------
Title:
NATIONSBANK, N.A., as a Lead Manager and
as a Lender
By:----------------------------------------------
Title:
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH, as a Lead Manager and as a Lender
By:----------------------------------------------
Title:
BANK OF HAWAII
By:----------------------------------------------
Title:
THE BANK OF NEW YORK
By:----------------------------------------------
Title:
THE BANK OF TOKYO-MITSUBISHI LTD.,
CHICAGO BRANCH
By:----------------------------------------------
Title:
CREDIT AGRICOLE INDOSUEZ
By:----------------------------------------------
Title:
ISTITUTO BANCARIO SAN PAOLO DI TORINO,
SPA NEW YORK
By:----------------------------------------------
Title:
MELLON BANK, N.A.
By:----------------------------------------------
Title:
THE NORTHERN TRUST COMPANY
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By:----------------------------------------------
Title:
BARCLAYS BANK PLC
By:----------------------------------------------
Title:
