EXHIBIT 10.7
EXECUTION COPY
AMENDMENT NO. 4
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This Amendment No. 4 to Revolving Credit and Term Loan Agreement and
Waiver ("Amendment and Waiver") executed as of November 13, 2002, but effective
as of August ___, 2002, by and among the lenders signatory hereto (collectively,
the "Banks"), Comerica Bank as agent for the Banks (in such capacity, "Agent"),
Trim Systems Operating Corp., a Delaware corporation ("Holdings"), Tempress,
Inc., a Washington corporation ("Tempress") and Trim Systems LLC, a Delaware
limited liability company ("Trim" and together with Holdings and Tempress, the
"Borrowers").
RECITALS
A. Borrowers, Agent and Lenders entered into that certain Revolving
Credit and Term Loan Agreement dated as of October 29, 1998, as amended as of
December 31, 1998, November 22, 1999 and June 28, 2001 ("Agreement").
B. Borrowers have requested that Banks amend the Agreement as set forth
below.
C. The parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, the parties agree as follows:
1. The definitions of "Borrowing Base", "CapEx Limit", "Excess Cash
Flow" and "Rollover Amount" set forth in Section 1 of the Agreement are amended
to read as follows:
"'Borrowing Base' shall mean, as of any date of determination, an
amount equal to the sum of (x) eighty percent (80%) of Eligible
Accounts, (y) the lesser of (1) fifty percent (50%) of Eligible
Inventory and (2) sixty percent (60%) of Eligible Accounts and (z) the
Overformula Amount. 'Overformula Amount' shall mean from the date
hereof through April 29, 2003, Four Million Four Hundred Thousand
Dollars ($4,400,000). On the last day of each month, commencing
September 30, 2002, 'Overformula Amount' automatically shall reduce by
$150,000 until 'Overformula Amount' is zero ($0)."
"'CapEx Limit' shall mean (i) for fiscal year 2001, $750,000 (ii) for
fiscal year 2002, $3,000,000 and (iii) for each subsequent fiscal year,
$1,000,000."
"'Excess Cash Flow' shall mean, as of the end of any fiscal year of
Holdings, Consolidated Net Income for such fiscal year, plus, to the
extent deducted in determining Consolidated Net Income, (i)
depreciation, amortization and non-cash interest expense for such
fiscal year and (ii) write-offs of good will and other non-cash events
for such fiscal year, minus the sum of (i) reductions in the purchase
accounting reserve from cash payments during such fiscal year, (ii)
Capital Expenditures made by Holdings and its Consolidated Subsidiaries
during such fiscal year (to the extent permitted under Section 9.7 of
this Agreement) and any Rollover Amount for such period to be carried
forward to the next period less the Rollover Amount, if any, for the
preceding period carried forward to the current period that was not
spent during such current period, provided however, for purposes of
this clause (ii) only and notwithstanding the definition of "CapEx
Limit" set forth in this Agreement, the CapEx Limit for fiscal year
2002 shall be deemed to be $1,000,000, (iii) the amount of all payments
of principal made on Senior Debt during such fiscal year (excluding any
payments on Revolving Credit Advances and payments by Holdings and its
Consolidated Subsidiaries under any other revolving credit facility to
the extent the Revolving Credit Aggregate Commitment or availability
under such other facility, as the case may be, is not permanently
reduced in connection therewith), (iv) any non-cash credits included in
determining Consolidated Net Income for such period, (v) non-cash gains
from sales of assets included in Consolidated Net Income for such
period, (vi) non-cash charges added back in a previous period to the
extent any such charge has become a cash item in the current period,
(vii) any cash disbursement to Sellers required pursuant to the Stock
Purchase Agreement for purchase price adjustments or tax obligations,
(viii) any cash disbursements made during such period against
non-current liabilities to the extent not deducted in determining
Consolidated Net Income, and (ix) any cash restructuring expenditures
incurred during such period to the extent not deducted in determining
Consolidated Net Income for such period and to the extent not exceeding
$5,000,000."
"'Rollover Amount' shall mean the aggregate amount of unutilized
Capital Expenditures carried forward from one fiscal year to the next
fiscal year to the extent permitted pursuant to the provisions of
Section 9.7."
2. Section 9.7 of the Agreement is amended to read as follows:
"9.7 Limitation on Capital Expenditures. Make or commit to make (by way
of the acquisition of securities of a Person or otherwise) any
expenditure in respect of the purchase or other acquisition of fixed or
capital assets (excluding any such asset acquired in connection with
replacement and maintenance programs) except expenditures in the
ordinary course of business not exceeding, in the aggregate for the
Borrowers during any
2
fiscal year, an amount equal to the CapEx Limit, determined on a
non-cumulative basis in accordance with GAAP; except that the unused
amount of the CapEx Limit in any fiscal year may be carried over and
used in the next succeeding fiscal year, provided that there shall be
no carry over of such unused amount in any subsequent year and provided
further that for purposes of calculating the amount which may be
carried over, all Capital Expenditures for a fiscal year shall be first
applied to the CapEx Limit for such year."
3. Except as expressly modified hereby, all the terms of and conditions
of the Agreement shall remain in full force and effect.
4. Borrowers hereby represent and warrant that, AFTER GIVING EFFECT TO
THE AMENDMENTS CONTAINED HEREIN, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within each of the Borrowers' powers, have been duly
authorized, are not in contravention of law or the terms of each of the
Borrowers' Articles of Incorporation or Bylaws or Articles of Organization or
Operating Agreement, as applicable, and do not require the consent or approval
of any governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Agreement, will
be valid and binding in accordance with their terms; (b) the representations and
warranties of Borrowers set forth in Sections 7.1 through 7.17 and 7.19 through
7.23 of the Agreement are true and correct in all material respects on and as of
the date hereof with the same force and effect as if made on and as of the date
hereof; (c) the representations and warranties of Borrowers set forth in Section
7.18 of the Agreement are true and correct in all material respects as of the
date hereof with respect to the most recent financial statements furnished to
the Bank by Borrowers in accordance with Section 8.1 of the Agreement; and (d)
no Event of Default, or condition or event which, with the giving of notice or
the running of time, or both, would constitute an Event of Default under the
Agreement, has occurred and is continuing as of the date hereof.
4. This Amendment may be signed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
3
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, as Agent TRIM SYSTEMS OPERATING CORP.
By: /s/ [ILLEGIBLE] By: /s/ Xxxx X. Xxxxxx
------------------------------- ------------------------------------
Its: Corporate Loan Officer Its: Vice President
-------------------------------
TRIM SYSTEMS, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Its: Vice President
TEMPRESS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Its: Vice President
REVOLVING/TERM BANKS: COMERICA BANK
By: /s/ [ILLEGIBLE]
-----------------------------------
Its: Corporate Banking Officer
-----------------------------------
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
4
Its: Vice President
-----------------------------------
J2R PARTNERS II-B, LLC
By: Xxxx X. Xxxxxx
-----------------------------------
Its:
-----------------------------------
ONEX CORPORATION
By: /s/ [ILLEGIBLE]
-----------------------------------
Its: Vice President
-----------------------------------
SWING LINE BANK: COMERICA BANK
By: /s/ [ILLEGIBLE]
-----------------------------------
Its: Corporate Banking Officer
-----------------------------------
5
ACKNOWLEDGMENT OF GUARANTOR
The undersigned, being the Guarantor under that certain Guaranty dated
October 29, 1998, executed by the undersigned in favor of Comerica Bank, as
Agent for and on behalf of the Banks, with respect to obligations and
liabilities of Borrower to Banks ("Guaranty") affirms its obligations under the
Guaranty and consents to the amendments set forth above. Capitalized terms used
by not defined herein shall have the meanings set forth in the Guaranty.
TRIM SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Its:
-----------------------------------
Dated: November 13, 2002
6
