CONSOLIDATED AMENDMENT NO. 1 TO
AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT
This Consolidated Amendment No. 1 (this "Amendment") to Amended and
Restated Multicurrency Credit Agreement is made as of August __, 1997, by and
among Dura Operating Corp. ("Dura"), Kimanus Vermogensverwaltung GmbH
("Kimanus"; Dura and Kimanus being referred to collectively as the "Borrowers"),
certain commercial lending institutions signatories hereto as lenders (the
"Lenders") and Bank of America NT&SA, as agent ("Agent") for the Lenders.
Reference is made to the Amended and Restated Multicurrency Credit
Agreement dated as of December 5, 1996 (as amended or otherwise modified from
time to time, the "Credit Agreement") by and among the Borrowers, the Lenders,
Agent and BA Securities, Inc., as arranger. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to such terms in
the Credit Agreement.
Dura has advised Agent and the Lenders that Dura has indirectly
acquired or will indirectly acquire one hundred percent (100%) of the
outstanding capital stock of GT Automotive Systems, Inc., a Michigan
corporation, which shall change its name on or shortly after the date hereof to
Dura Automotive Systems, Inc. Column Shifter Operations (the "Acquisition"). To
accommodate the Borrowers' working capital and other credit needs after giving
effect to the Acquisition, the Borrowers have requested that the Credit
Agreement be amended in certain respects. As a mutual accommodation, the
parties hereto further desire to restate in this Amendment certain amendments to
the Credit Agreement set forth in that certain Waiver and Amendment dated
January 7, 1997, among the Borrowers, the Lenders and Agent.
1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
2.1. SECTION 1.1 of the Credit Agreement is hereby amended to add a
new definition of "Adjusted EBITDA" immediately preceding the definition of
"Affiliate", as follows:
"Adjusted EBITDA" shall mean, for any period, EBITDA for such
period PLUS, for each Investment by Dura or any Borrower in compliance
with SECTION 7.2.5(f) of the Credit Agreement, or otherwise consented
to in writing by Required Lenders, in each case consummated during the
period of measurement for which EBITDA is being calculated, EBITDA
attributable to such Investment for the portion of the applicable
period preceding consummation of such Investment based on the most
recent financial
statements (audited if available) provided to Dura or any Borrower in
connection with the consummation of such Investment.
2.2. SECTION 1.1 of the Credit Agreement is hereby amended to add a
new definition of "EBITDA" immediately preceding the definition of "Effective
Date", as follows:
"EBITDA" shall mean, for any period, EBITA for such period PLUS
the amount of depreciation during such period.
2.3. SECTION 1.1 of the Credit Agreement is hereby amended to add new
definitions of "GT" and "GT Transaction" immediately preceding the definition of
"GAAP", as follows:
"GT" means GT Automotive Systems, Inc., a Michigan corporation,
which shall change its name on or shortly after August __, 1997 to
Dura Automotive Systems, Inc. Column Shifter Operations.
"GT Transaction" means the acquisition by Dura Shifter Holding
Corp., a Delaware corporation and a wholly-owned Subsidiary of the
U.S. Borrower, of the stock of GT."
2.4. The chart set forth below the first paragraph of the definition
of "Applicable Margin" in SECTION 1.1 of the Credit Agreement is hereby amended
and restated as follows:
Leverage Ratio Applicable Margin For
Offshore Rate Loans
Less than 0.40 : 1.0 0.25%
Equal to or greater than 0.40 : 1.0 but 0.30%
less than 0.50 : 1.0
Equal to or greater than 0.50 : 1.0 but 0.40%
less than 0.55 : 1.0
Equal to or greater than 0.55 : 1.0 0.50%
2.5. The clause "December 31, 2001" set forth in clause (iii) of the
definition of "Interest Period" set forth in SECTION 1.1 of the Credit Agreement
is hereby amended and restated to read "the Stated Maturity Date".
2.6. The definition of the term "Obligations" set forth in SECTION 1.1
of the Credit Agreement is hereby amended and restated in its entirety, as
follows:
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"Obligations" means all obligations, liabilities and indebtedness
of every nature of a Borrower from time to time owed to the Agent or
any Lender under the Loan Documents including the principal amount of
all debts, claims and indebtedness, accrued and unpaid interest and
all Hedging Obligations, fees, costs and expenses, whether primary,
secondary, direct, contingent, fixed or otherwise, heretofore, now
and/or from time to time hereafter owing, due or payable whether
before or after the filing of a proceeding under the Bankruptcy Code
by or against such Borrower, and all Indebtedness owing to any Lender
or any Affiliate of any Lender to the extent such Indebtedness is
permitted pursuant to SECTION 7.2.2(e) hereof, which Indebtedness
shall be pari passu with all other Obligations.
2.7. The definition of the term "Revolving Loan Commitment Amount" set
forth in SECTION 1.1 of the Credit Agreement is hereby amended and restated as
follows:
"REVOLVING LOAN COMMITMENT AMOUNT" means $200,000,000, as
adjusted in the event the same is permanently reduced from time to
time pursuant to SECTION 2.2. "
2.8. The clause "December 31, 2001" set forth in clause (a) of the
definition of "Revolving Loan Commitment Termination Date" set forth in
SECTION 1.1 of the Credit Agreement is hereby amended and restated to read
"the Stated Maturity Date".
2.9. The definition of the term "Stated Maturity Date" set forth in
SECTION 1.1 of the Credit Agreement is hereby amended by deleting the clause
"December 31, 2001" in such term, and by inserting in lieu thereof the clause
"August __, 2002".
2.10. The chart set forth below the first paragraph of
SECTION 3.3.1 of the Credit Agreement is hereby amended and restated as
follows:
Leverage Ratio Applicable Rate
Less than 0.40 : 1.0 0.15%
Equal to or greater than 0.40 : 1.0 but 0.20%
less than 0.50 : 1.0
Equal to or greater than 0.50 : 1.0 but 0.2250%
less than 0.55 : 1.0
Equal to or greater than 0.55 : 1.0 0.25%
2.11. SECTION 4.10 of the Credit Agreement is hereby amended and
restated as follows:
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"The Borrowers shall apply the proceeds of the Revolving Loans
(i) to finance the KPI Transaction and the German Acquisition, (ii) to
make intercompany loans and distributions, as permitted under this
Agreement, to finance the GT Transaction, (iii) to refinance certain
obligations of KPI Michigan and the VOFA Group, (iv) for capital
expenditures and (v) for working capital purposes and general
corporate purposes (including, without limitation, acquisitions
permitted hereunder) of the Borrowers and their subsidiaries."
2.12. The clause "each material company in the VOFA Group" set
forth in SECTION 5.2.6 of the Credit Agreement is hereby deleted and the clause
"each company in the VOFA Group having assets constituting 5% or more of the
total assets of Dura and its Subsidiaries on a consolidated basis at fair value,
or 5% or more of the total revenues of Dura and its Subsidiaries on a
consolidated basis" is inserted in lieu thereof.
2.13. SECTION 7.2.2(e) of the Credit Agreement is hereby amended
and restated as follows:
"(e) other unsecured Indebtedness of Dura, a Borrower or any of
its Subsidiaries, and secured Indebtedness of Dura, a Borrower or any
of its Subsidiaries owing to any Lender or any Affiliate of any Lender
other than in connection with the Loan Documents, not to exceed
$20,000,000 in the aggregate principal amount at any time
outstanding."
2.14. SECTION 7.2.4(a) of the Credit Agreement is hereby amended
and restated as follows:
(a) The Interest Coverage Ratio for the Four Quarter period ending on
the last day of each Fiscal Quarter set forth below shall not be less than the
ratio set forth opposite such period:
Period Ratio
Each Fiscal Quarter commencing with 2.50 : 1.00
the Third Fiscal Quarter, 1997 through
and including the Third Fiscal Quarter,
1998
Each Fiscal Quarter commencing with 2.75 to 1.00
the Fourth Fiscal Quarter, 1998 through
and including the Third Fiscal Quarter,
1999
Each Fiscal Quarter commencing with 3.00 to 1.00
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the Fourth Fiscal Quarter, 1999 and each
Fiscal Quarter thereafter
2.15. The chart set forth in SECTION 7.2.4(b) of the Credit
Agreement is hereby amended and restated as follows:
Period Ratio
Third Fiscal Quarter, 1997 through and 0.65 : 1.00
including the Third Fiscal Quarter,
1998
Fourth Fiscal Quarter, 1998 through and 0.60 . 1.00
including the Third Fiscal Quarter,
1999
Fourth Fiscal Quarter, 1999 and each 0.55 : 1.00
Fiscal Quarter thereafter
2.16. SECTION 7.2.4 of the Credit Agreement is hereby amended to
add a new SECTION 7.2.4(c), which Section shall read as follows:
"(c) The ratio of (i) the aggregate principal amount of Debt of Dura
and its Subsidiaries on a consolidated basis outstanding on the last day of
each Fiscal Quarter to (ii) Adjusted EBITDA for the four Fiscal Quarters
ending on each such day shall not be greater than 3.5 : 1.0."
2.17. SECTION 7.2.5(c) of the Credit Agreement is hereby amended
and restated as follows:
"(c) Investments by Dura and the U.S. Borrower (i) as of the
Effective Date, with respect to the U.S. Borrower in any of its then
existing Subsidiaries, or by any such Subsidiary in any of its
Subsidiaries; (ii) as of the date of the Counterpart Agreement, with
respect to the U.S. Borrower in the German Borrower and any of its
then existing Subsidiaries and (iii) as of August __, 1997, with
respect to the U.S. Borrower in Dura Shifter Holding Corp., a Delaware
corporation, and any of its then existing Subsidiaries."
2.18. SECTION 7.2.5(g) of the Credit Agreement is hereby amended
by deleting the clause "10%", and by inserting in lieu thereof the clause "15%".
2.19. SECTION 7.2.5(h) of the Credit Agreement is hereby amended
and restated as follows:
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"(h) the KPI Transaction, the German Acquisition and the GT
Transaction."
2.20. SECTION 10.14 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"In the event that the conditions set forth in SECTION 5.2 are not
satisfied on or before February 7, 1997, the German Revolving Loan
Commitment shall be null and void, all references and provisions
relating to the German Revolving Loan Commitment, including without
limitation the provisions of SECTION 2.1.2 of the Agreement, shall be
of no force or effect and this Agreement shall be read as if such
provisions were removed from the Agreement."
2.21. The Disclosure Schedule is hereby amended and restated as
set forth on EXHIBIT A hereto.
3. CERTAIN AGREEMENTS.
3.1. Notwithstanding anything to the contrary set forth in the
definition of "Applicable Margin" contained in the Credit Agreement, the
Borrowers hereby agree that the Applicable Margin for Offshore Rate Loans shall
be 0.50%, such percentage rate to remain in effect until the delivery of a
Compliance Certificate with respect to the Third Fiscal Quarter 1997.
3.2. Notwithstanding anything to the contrary set forth in the
definition of "Percentage" contained in the Credit Agreement, the Borrowers, the
Agent and the Lenders hereby agree that each Lender's Percentage shall be the
percentage set forth opposite its signature to this Amendment, as such
percentage may be adjusted from time to time pursuant to an Assignment and
Acceptance Agreement.
3.3. Notwithstanding anything to the contrary set forth in
SECTION 3.3.1 of the Credit Agreement, the Borrowers hereby agree that the
facility fee described in said Section shall be equal to 0.25% of the
Revolving Loan Commitment Amount until the delivery of a Compliance
Certificate with respect to the Third Fiscal Quarter 1997.
4. CONDITIONS PRECEDENT. The amendments to the Credit Agreement
set forth in this Amendment shall become effective as of the date of this
Amendment upon the satisfaction of the following conditions precedent:
4.1. NO DEFAULT. No Default and no Event of Default shall have
occurred and be continuing.
4.2. AMENDMENT FEES. Borrowers shall have paid Agent (i) for the pro
rata benefit of Lenders, based on the increased amount of each such Lender's
Revolving Loan Commitment pursuant to the terms of this Amendment, an amendment
fee of $50,000 and (ii)
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for the account of BancAmerica Securities, Inc. ("BASI"), the amount set
forth in that certain letter of even date herewith executed by the Borrowers
in favor of BASI.
4.2. DOCUMENTATION. The delivery of an executed copy of this
Agreement and each additional document, agreement and instrument set forth on
SCHEDULE 1 hereto.
5. MISCELLANEOUS.
5.1. EXPENSES. Borrowers jointly and severally agree to pay on
demand all costs and expenses of Agent (including the reasonable fees and
expenses of outside counsel for Agent) in connection with the preparation,
negotiation, execution, delivery 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. In addition, Borrowers agree
to pay, and save Agent and each Lender harmless from all liability for, any
stamp or other taxes which may be payable in connection with the execution or
delivery of this Amendment, the borrowings under the Credit Agreement, as
amended hereby, and the execution and delivery of any instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided in this SECTION 5.1 shall
survive any termination of this Amendment or the Credit Agreement as amended
hereby.
5.2. GOVERNING LAW. This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois.
5.3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment.
5.4. REFERENCE TO CREDIT AGREEMENT. Except as herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified in
all respects. On and after the effectiveness of the amendments to the Credit
Agreement accomplished hereby, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference to the Credit Agreement in any note and in any Loan Documents, or
other agreements, documents or other instruments executed and delivered pursuant
to the Credit Agreement, shall mean and be a reference to the Credit Agreement,
as amended by this Amendment.
5.5. SUCCESSORS. This Amendment shall be binding upon Borrowers,
Lenders and Agent and their respective successors and assigns, and shall inure
to the benefit of Borrowers, Lenders and Agent and the successors and assigns of
Borrowers, Lenders and Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized and
delivered at Chicago, Illinois as of the date first above written.
DURA OPERATING CORP.
By /s/
_________________________________
Its Vice President
________________________________
KIMANUS VERMOGENSVERWALTUNG GmbH
By /s/
_________________________________
Its General Manager
________________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By /s/
_________________________________
Its Managing Director
________________________________
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PERCENTAGE LENDERS
Revolving Loans: 22.0% BANK OF AMERICA NT&SA, successor-by-
merger to BANK OF AMERICA ILLINOIS,
as a Lender and the Issuer
By /s/
_________________________________
Its Managing Director
________________________________
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PERCENTAGE LENDERS
Revolving Loans: 19.5% THE BANK OF NOVA SCOTIA,
as a Lender
By /s/ J.R. TRIMBLE
_________________________________
Its Senior Relationship Manager
________________________________
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PERCENTAGE LENDERS
Revolving Loans: 19.5% COMERICA BANK,
as a Lender
By /s/ XXXXX X. XXXXXX
_________________________________
Its Assistant Vice President
________________________________
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PERCENTAGE LENDERS
Revolving Loans: 19.5% THE CHASE MANHATTAN BANK,
as a Lender
By /s/
_________________________________
Its Vice President
________________________________
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PERCENTAGE LENDERS
Revolving Loans: 19.5% FIRST BANK NATIONAL ASSOCIATION,
as a Lender
By /s/ XXXX X. XxXXXXXX
_________________________________
Its Vice President
________________________________
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