SAFETY COMPONENTS INTERNATIONAL, INC.
PHOENIX AIRBAG GmbH & CO. KG
And
AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL LIMITED
as Borrowers
And
THE LENDERS NAMED HEREIN
as Lenders
And
KEYBANK NATIONAL ASSOCIATION
as Administrative Agent
-------------------
AMENDMENT NO. 4
dated as of
October 9, 1998
to
CREDIT AGREEMENT
dated as of
May 21, 1997
-------------------
AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment"), dated as of
October 9, 1998, is made among SAFETY COMPONENTS INTERNATIONAL, INC., a Delaware
corporation (herein, together with its successors and assigns, the "Company" or
a "Borrower"); PHOENIX AIRBAG GmbH & CO. K.G., a company organized under the
laws of the Federal Republic of Germany (herein, together with its successors
and assigns, the "German Borrower" or a "Borrower"), AUTOMOTIVE SAFETY
COMPONENTS INTERNATIONAL LIMITED, a company organized under the laws of the
United Kingdom (herein, together with its successors and assigns, the "British
Borrower" or a "Borrower"); the Lenders party hereto, and KEYBANK NATIONAL
ASSOCIATION, a national banking association, as administrative agent (the
"Administrative Agent") for the Lenders under the Credit Agreement (hereafter
defined):
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Lenders named therein, and the Administrative
Agent entered into the Credit Agreement, dated as of May 21, 1997, as amended by
Amendment No. 1 thereto, dated as of June 2, 1997, Amendment No. 2 thereto,
dated as of July 15, 1997, and Amendment No. 3 thereto, dated as of July 30,
1998 (as so amended and in effect immediately prior to the effective date of
this Amendment, the "Credit Agreement"; with the terms defined therein, or the
definitions of which are incorporated therein, being used herein as so defined).
(2) The Borrowers, such Administrative Agent and the Lenders party
hereto desire to amend certain of the terms and provisions of the Credit
Agreement, all as more fully set forth below
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT.
1.1. Increase in Commitments. Effective on the Effective Date (as
defined below), Annex 1 to the Credit Agreement is hereby amended and restated
in its entirety as set forth on Annex I hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants as follows:
2.1. Authorization, Validity and Binding Effect. This Amendment has
been duly authorized by all necessary corporate action on the part of each
Borrower, has been duly executed and delivered by a duly authorized officer or
officers of each Borrower, and constitutes the valid and binding agreement of
each Borrower, enforceable against such Borrower in accordance with its terms
2.2. Representations and Warranties True and Correct. The
representations and warranties of the Company contained in the Credit Agreement
are true and correct on and as of the date hereof as though made on and as of
the date hereof, except as set forth on Schedule 1 hereto and except to the
extent that such representations and warranties expressly relate to a specified
date, in which case such representations and warranties are hereby reaffirmed as
true and correct when made
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2.3. No Event of Default, etc. No condition or event has occurred or
exists which constitutes or which, after notice or lapse of time or both, would
constitute an Event of Default.
2.4. Compliance. Each Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby, and the
other Credit Documents to which it is a party.
2.5. Year 2000 Computer Matters. (a) The Company and its Subsidiaries
are in the process of (i) conducting a comprehensive review and assessment or
all areas of their business that could be adversely affected by the "Y2K issue"
(that is, the risk that computer applications used by the Company and its
Subsidiaries may be unable to recognize and perform properly date- sensitive
functions involving certain dates prior to and any date after December 31,
1999), which review and assessment has included, or will include, without
limitation, written inquiry of each of the Company's and its Subsidiaries' key
suppliers, vendors and customers with whom there is regular electronic
communication via access to computer networks or systems, (ii) developing a
detailed plan and timeline for addressing the Y2K issue, and (iii) to date,
implementing that plan in accordance with that timetable.
(b) Based on such review and program, (i) the Company reasonably
believes that the Y2K issue is not reasonably likely to have a Material Adverse
Effect and (ii) the Company reasonably anticipates that all computer
applications that are material to its business and the business of its
Subsidiaries will on a timely basis be able to perform properly date-sensitive
functions for all dates before and after January 1, 2000 (i.e., be "Y2K
compliant").
SECTION 3. RATIFICATIONS.
Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.
SECTION 4. BINDING EFFECT.
This Amendment shall become effective on the date (the "Effective
Date") the following conditions shall have been satisfied:
(a) this Amendment shall have been executed by each Borrower
and the Administrative Agent, and counterparts hereof as so executed
shall have been delivered to the Administrative Agent;
(b) the Acknowledgment and Consent appended hereto shall have
been executed by the Credit Parties named therein, and counterparts
thereof as so executed shall have been delivered to the Administrative
Agent;
(c) the Administrative Agent shall have been notified by all
of the Lenders that such Lenders have executed this Amendment (which
notification may be by facsimile or other written confirmation of such
execution);
(d) the Administrative Agent shall have received an opinion of
counsel to the Borrowers covering such matters incident to the
transactions contemplated hereby as the Administrative Agent may
reasonably request, such opinion to be in form and substance
satisfactory to the Administrative Agent;
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(e) the Borrower shall have executed and delivered to the
Administrative Agent for the account of Fleet Bank each appropriate
Note to be executed by each Borrower required to reflect the Commitment
of Fleet Bank provided for in this Amendment;
(f) the Administrative Agent shall have received, in
sufficient quantity for the Administrative Agent and the Lenders,
certified copies of resolutions of the Board of Directors of the
Company approving this Amendment, and of all documents evidencing other
necessary corporate action and governmental approvals, if any, with
respect to the execution, delivery and performance by the Company of
this Amendment;
and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrowers, the Administrative Agent, and each Lender and their respective
permitted successors and assigns. After this Amendment becomes effective, the
Administrative Agent will promptly furnish a copy of this Amendment to each
Lender and the Company on behalf of each Borrower and confirm the specific
Effective Date hereof.
SECTION 5. MISCELLANEOUS.
5.1. Survival of Representations and Warranties. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or other Credit Event shall affect the
representations and warranties or the right of any Agent or any Lender to rely
upon them.
5.2. Reference to Credit Agreement. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.
5.3. Expenses. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Company shall pay on demand all
reasonable costs and expenses incurred by the Administrative Agent in connection
with the preparation, negotiation, and execution of this Amendment, including
without limitation the reasonable costs and fees of the Administrative Agent's
special legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all reasonable costs and expenses incurred
by the Administrative Agent or any Lender in connection with the enforcement or
preservation of any rights under the Credit Agreement, as amended hereby.
5.4. Severability. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or Provision so held to be invalid or unenforceable.
5.5. Applicable Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York
5.6. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.7. Entire Agreement. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
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respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.
5.8. Counterparts. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same agreement.
[The balance of this page is intentionally blank.]
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
SAFETY COMPONENTS
INTERNATIONAL, INC.
By:_________________________________
Executive Vice President
AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL LIMITED
By:_________________________________
Executive Vice President
PHOENIX AIRBAG GmbH & CO. K.G., by
its General Partner, Phoenix Airbag
Verwaltungs GmbH
By:_________________________________
Managing Director
FLEET BANK
By:_________________________________
Vice President
KEYBANK NATIONAL ASSOCIATION,
individually and as
Administrative Agent
By:_________________________________
Senior Vice President
