EXHIBIT 10.41
EXECUTION COPY
AMENDMENT NO. 2 AND CONSENT
THIS AMENDMENT NO. 2 AND CONSENT (this "AMENDMENT"), dated as of October 3,
1997, among X. X. Tower Corporation, a Michigan corporation (the "COMPANY"), the
various financial institutions that are or may become parties to the Credit
Agreement described hereinbelow (individually, a "LENDER" and collectively, the
"LENDERS") and Bank of America National Trust and Savings Association, as agent
for the Lenders (in such capacity, the "AGENT"), is made pursuant to Section
10.1 of that certain Credit Agreement, dated as of April 18, 1997 (as amended or
modified and in effect on the date hereof, the "EXISTING CREDIT AGREEMENT" and,
as amended or otherwise modified in this Amendment, the "AMENDED CREDIT
AGREEMENT"; capitalized terms used but not defined herein having the same
respective meanings as in the Amended Credit Agreement), among the Company, the
Lenders and the Agent.
WITNESSETH:
WHEREAS, the Company has requested that the Lenders amend the Existing
Credit Agreement in the manner hereinafter appearing; and, subject to the terms
and conditions set forth herein, the Lenders have agreed to so amend the
Existing Credit Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE 1. - AMENDMENTS AND CONSENT
1.1. The definition of "Approved Parent Debt" in Schedule 1.1 of the
Existing Credit Agreement is hereby amended and restated in its entirety to read
as follows:
"APPROVED PARENT DEBT" means any unsecured Indebtedness issued by
the Parent, the proceeds of which are applied to the prepayment of the
Revolving Loans, which in each case (x) has no scheduled payments of
principal before April 18, 2004, (y) has no Guaranty Obligation of the
Borrower or any other Subsidiary of the Parent in respect thereof, and (z)
has terms and conditions which are acceptable to the Agent in its
reasonable discretion (including terms and conditions with respect to
amounts, covenants, defaults, maturities, remedies and, if applicable,
subordination).
1.2. The definition of "Interest Period" in Schedule 1.1 of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"Interest Period" as to any Offshore Rate Loan means the period
commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which such Loan is converted into or
continued as an Offshore Rate Loan, and ending on the date seven days or
one, two, three, six or, if available to all of the Lenders on such
Borrowing Date, twelve months thereafter as selected by the Company in its
Notice of Borrowing or Notice of Conversion/Continuation; provided that:
(i) if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the following
Business Day unless, the result of such extension would be to carry such
Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;
(ii) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on
the last Business Day of the calendar month at the end of such Interest
Period;
(iii) no Interest Period for any Revolving Loan shall extend beyond
the Commitment Termination Date; and
(iv) if such Interest Period is seven days, the principal amount
of the applicable Offshore Rate Loan, together with all other outstanding
Offshore Rate Loans having an original Interest Period of seven days, shall
not exceed $20,000,000 in the aggregate.
1.3. The Required Lenders hereby consent to the acquisition by the
Company, substantially as described in that certain letter from the Company to
the Agent dated September 25, 1997, of forty percent (40%) of the outstanding
capital stock of Metalsa, S.A. de C.V., a Mexican corporation (the "Mexican
Joint Venture"), and hereby waive compliance by the Company with Sections 7.4
and 7.9 of the Credit Agreement to the extent, and only to the extent, necessary
to permit the Company to consummate the Mexican Joint Venture.
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ARTICLE 2. - CONDITIONS
2.1. This Amendment shall become effective as of the date hereof on the
date (the "AMENDMENT EFFECTIVE DATE") that the Agent shall have received each of
the following, in form and substance satisfactory to it:
(a) counterparts hereof executed by the parties hereto;
(b) a certificate, dated as of the Amendment Effective Date, of
the Secretary or Assistant Secretary of each Account Party and each
Guarantor as to (i) resolutions of its Board of Directors then in full
force and effect authorizing the execution and delivery of this Amendment,
(ii) the incumbency and signatures of its officers signing this Amendment,
and (iii) no amendments or other modifications to its articles or
certificate of incorporation and by-laws having occurred since the date
that the certified copies of such documents were delivered by such Person
pursuant to Section 4.1(c)(i) of the Existing Credit Agreement; and
(c) a certificate, dated as of the Amendment Effective Date, of
an authorized officer of the Company as to (i) no Default or Event of
Default shall have occurred and be continuing as of the Amendment Effective
Date after giving effect to this Amendment, (ii) the correctness of the
representations and warranties contained in the Credit Documents in all
material respects as of the Amendment Effective Date after giving effect to
this Amendment, and (iii) the satisfaction of each of the conditions
precedent contained in this Article II.
2.2. The Agent agrees to notify the Company and the Lending Parties of such
Amendment Effective Date promptly after such Amendment Effective Date occurs.
ARTICLE 3. - GENERAL
3.1. To induce the Agent and the Lending Parties to enter into this
Amendment, the Company warrants to the Agent and each Lending Party that: (a)
the warranties contained in the Credit Documents, as amended by the Amendment,
are true and correct in all material respects as of the date hereof with the
same effect as though made on the date hereof; (b) after giving effect to this
Amendment, no Event of Default or Default exists; (c) this Amendment has been
duly authorized by all necessary corporate proceedings and duly executed and
delivered by each Account Party and each Guarantor, and the Amended Credit
Agreement and each of the other Credit Documents are the legal, valid and
binding obligations of the applicable Credit Party or Guarantor, enforceable
against such Credit Party or Guarantor in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency or
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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 or securities exchange is required for, and in the
absence of which would adversely affect, the legal and valid execution and
delivery or performance by any Account Party or any Guarantor of this
Amendment or the performance by any Credit Party or any Guarantor of the
Amended Credit Agreement or any other Credit Document to which they are party.
3.2. 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.
3.3. Except as specifically provided above, the Existing Credit Agreement
and the other Credit 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, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of the Agent or any Lending
Party under the Existing Credit Agreement or any of the other Credit Documents,
nor constitute a waiver or modification of any provision of any of the other
Credit Documents.
3.4. On and after the Amendment Effective Date, each reference in the
Existing Credit Agreement and related documents to "Credit Agreement," "this
Agreement" or words of like import, shall, unless the context otherwise
requires, be deemed to refer to the Amended Credit Agreement.
3.5. The Company agrees to pay on demand all reasonable costs and
expenses incurred at any time by the Agent (including the reasonable attorney
fees and expenses for the Agent, including the allocated cost of internal
counsel) in connection with the preparation, negotiation, execution and
administration of this Amendment and all other instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection herewith.
3.6. This Amendment shall be binding upon shall inure to the benefit of
the parties hereto and their respective successors and assigns as provided in
the Amended Credit Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
X. X. TOWER CORPORATION, a Michigan
corporation
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
------------------------------------
Title: Assistant Secretary
------------------------------------
X. X. TOWER CORPORATION, an Indiana
corporation
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
------------------------------------
Title: Assistant Secretary
------------------------------------
X. X. TOWER CORPORATION, a Kentucky
corporation
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
------------------------------------
Title: Assistant Secretary
------------------------------------
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XXXX XX XXXXXXX NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
------------------------------------
Title: Managing Director
------------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Lender, LC
Issuer and Swingline Lender
By /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
------------------------------------
Title: Managing Director
------------------------------------
X0
XXX XXXX XX XXXX XXXXXX
By /s/ J.R. Trimble
------------------------------------
Name: J.R. Trimble
------------------------------------
Title: Senior Relationship Manager
------------------------------------
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BANKERS TRUST COMPANY
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: Assistant Vice President
------------------------------------
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THE CHASE MANHATTAN BANK
By /s/ Xxxxxx X. Kalnius
------------------------------------
Name: Xxxxxx X. Kalnius
------------------------------------
Title: V.P.
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COMERICA BANK
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
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Title: Vice President
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FIRST BANK NATIONAL ASSOCIATION
By /s/ Xxxx X. XxXxxxxx
------------------------------------
Name: Xxxx X. XxXxxxxx
------------------------------------
Title: Vice President
------------------------------------
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THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
------------------------------------
Title: Vice President
------------------------------------
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ABN AMRO BANK N.V.
By /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
------------------------------------
By /s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
------------------------------------
Title: Asst. Vice President
------------------------------------
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CAISSE NATIONALE DE CREDIT AGRICOLE
By /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx, F.V.P.
------------------------------------
Title: Head of Corporate Banking
Chicago
------------------------------------
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CIBC INC.
By /s/ Xxxxxxx X. Kolso, Jr.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Title: Director
------------------------------------
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CREDIT LYONNAIS CHICAGO BRANCH
By /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
------------------------------------
Title: Vice President
------------------------------------
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THE DAI-ICHI KANGYO BANK, LTD., CHICAGO
BRANCH
By /s/ Seiichiro Ino
------------------------------------
Name: Seiichiro Ino
------------------------------------
Title: Vice President
------------------------------------
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XXXXXXXX XXXX XX XXX XXXX AND
GRAND CAYMAN BRANCHES
By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
-------------------------------------
Title: Assistant Vice President
-------------------------------------
By /s/ Brigitte Sacin
-------------------------------------
Name: Brigitte Sacin
-------------------------------------
Title: Assistant Treasurer
-------------------------------------
X00
XXXXXXX NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
-------------------------------------
Title: Director
-------------------------------------
X00
XXXXX XXXX XX XXXXXX
By /s/ Xxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxx
-------------------------------------
Title: Manager
-------------------------------------
X00
XXX XXXX XX XXX XXXX
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice President
-------------------------------------
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By /s/ X. Xxxxxxxx
-------------------------------------
Name: X. Xxxxxxxx
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Title: Deputy General Manager
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BANQUE NATIONALE DE PARIS
By /s/ Xxxxxx Xxxxxx du Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx du Bocage
-------------------------------------
Title: Executive Vice President and
General Manager
-------------------------------------
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Vice President
-------------------------------------
By /s/ W. Xxxxxx X. Xxxxx
-------------------------------------
Name: W. Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
-------------------------------------
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FIRST UNION NATIONAL BANK (formerly
known as First Union National Bank of
North Carolina)
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Vice President
-------------------------------------
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THE FUJI BANK, LIMITED
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Joint General Manager
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XXXXXXXX XXXXXXXX SAN PAOLO DI
TORINO S.P.A.
By /s/ Xxxxxxx XxXxxxxx
-------------------------------------
Name: Xxxxxxx XxXxxxxx
-------------------------------------
Title: First Vice President
-------------------------------------
By /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
-------------------------------------
Title: Deputy General Manager
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THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
-------------------------------------
Title: Senior Vice President & Team
Leader
-------------------------------------
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THE MITSUBISHI TRUST & BANKING
CORPORATION, CHICAGO BRANCH
By /s/ Mr. Aaki Yamagishi
-------------------------------------
Name: Mr. Aaki Yamagishi
-------------------------------------
Title: Chief Manager
-------------------------------------
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THE SANWA BANK, LIMITED, CHICAGO BRANCH
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-------------------------------------
Title: First Vice President and
Assistant General Manager
-------------------------------------
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THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH
By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxx
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Title: Joint General Manager
-------------------------------------
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Each of the undersigned hereby consents to the Amendment, ratifies and
confirms all terms and provisions of the Guaranty dated as of April 18, 1997
(the "GUARANTY") by the undersigned in favor of the Secured Parties and
agrees that the Guaranty is and remains in full force and effect.
X. X. TOWER CORPORATION, a Michigan
corporation
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
X. X. TOWER CORPORATION, an Indiana
corporation
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
X. X. TOWER CORPORATION, a Kentucky
corporation
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
TOWER AUTOMOTIVE, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
X00
XXXXXXXX MANUFACTURING CORP.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
KALAMAZOO STAMPING AND DIE COMPANY
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
TOWER AUTOMOTIVE DELAWARE, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
TOWER AUTOMOTIVE PRODUCTS COMPANY, INC.
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
-------------------------------------
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TRYLON CORPORATION
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
-------------------------------------
Title: Assistant Secretary
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