AMENDMENT NO. 3 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as
of July 30, 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"); 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, and Amendment No. 2 thereto,
dated as of July 15, 1997 (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. AMENDMENTS TO CREDIT AGREEMENT.
1.1. Annex II. Effective on the Effective Date (as defined below),
Annex II to the Credit Agreement is amended by the deletion of the information
regarding Valentec International Corporation and the addition of the following
information:
Name of Type of Jurisdiction Where Percentage of Outstanding Stock
Subsidiary Organization Organized or ther Equity Interests Owned
---------- ------------ ------------------ (Indicating hether owned by the
Borrower or a specified Subsidiary)
-----------------------------------
CSSC, Inc. corporation Arizona 100% by the Company
Valentec International limited liability company Delaware 100% by the Company
Corporation, LLC
1.2. Capital Expenditures. Effective on the Effective Date, section 9.9
of the Credit Agreement is amended in its entirety as follows:
9.9 Capital Expenditures. The Company will not, and will not
permit any of its Subsidiaries to, make or incur Consolidated Capital
Expenditures during the Company's fiscal year ended March 28,
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1998 in an aggregate amount in excess of $14,200,000, and during any fiscal year
of the Company thereafter in an aggregate amount in excess of $14,000,000.
1.3. Certain Leases. Effective on the Effective Date, clause (b) of
section 9.10 of the Credit Agreement is amended by changing the amount
"$5,000,000" which appears therein to "$12,000,000".
SECTION 2. AMENDMENTS TO OTHER CREDIT DOCUMENTS.
2.1. Pledge Agreement. On the Effective Date, the Credit Parties named
therein and the Collateral Agent shall enter into Amendment No. 3 to Pledge
Agreement, substantially in the form attached hereto as Exhibit A ("Amendment
No. 3 to Pledge Agreement"), and the additional stock to be pledged thereunder
shall be pledged to the Collateral Agent as provided therein.
2.2. Security Agreement. On the Effective Date, the Credit Parties
named therein and the Collateral Agent shall enter into Amendment No. 3 to
Security Agreement, substantially in the form attached hereto as Exhibit B
("Amendment No. 3 to Security Agreement").
2.3. Subsidiary Guaranty. On the Effective Date, the Credit Parties
named therein and the Administrative Agent shall enter into Amendment No. 3 to
Subsidiary Guaranty, substantially in the form attached hereto as Exhibit C
("Amendment No. 3 to Subsidiary Guaranty").
2.4. Consent to Amendments. The Lenders party hereto and the
Administrative Agent hereby consent to the execution of Amendment No. 3 to
Pledge Agreement, Amendment No. 3 to Security Agreement, and Amendment No. 3 to
Subsidiary Guaranty, and the amendments effected thereby.
2.5. Filings, Recordings, etc. Promptly following the Effective Date,
the Borrower will at its expense cause and/or cooperate with the Collateral
Agent in causing any and all UCC financing statements, notices of secured
transactions and other filings and recordings considered by the Collateral Agent
to be necessary or desirable in connection with the grant of the security
interests pursuant to Amendment No. 3 to Pledge Agreement and Amendment No. 3 to
Security Agreement to be executed, delivered, made, filed and/or otherwise
effected.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants as follows:
3.1. 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.
3.2. 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.
3.3. 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.
3.4. 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.
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SECTION 4. 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 5. 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 Acknowledgment appended hereto shall have been
executed by the Company and shall have been delivered to the
Administrative Agent;
(d) the Administrative Agent shall have been notified by
Lenders constituting the Required Lenders that such Lenders have
executed this Amendment (which notification may be by facsimile or
other written confirmation of such execution);
(e) Amendment No. 3 to Pledge Agreement, Amendment No. 3 to
Security Agreement and Amendment No. 3 to Subsidiary Guaranty shall each have
been duly executed and delivered and shall each be in full force and effect;
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 6. MISCELLANEOUS.
6.1. 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.
6.2. 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.
6.3. 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.
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6.4. 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.
6.5. Applicable Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
6.6. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
6.7. 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
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.
6.8. 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:________________________
Attorney-in-Fact
KEYBANK NATIONAL ASSOCIATION,
individually and as Administrative Agent
By:________________________
Senior Vice President
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Schedule 1 to Amendment No. 3
to Credit Agreement
In connection with the merger of Valentec International Corporation, a
former wholly-owned subsidiary of the Company, with and into Valentec
International Corporation, LLC, a wholly-owned limited liability company of the
Company ("Valentec LLC"), with Valentec LLC as the surviving company, Valentec
LLC is in the process of refiling and/or amending certain applications to do
business in various states.
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ACKNOWLEDGMENT AND CONSENT
For the avoidance of doubt, and without limitation of the intent and
effect of sections 6 and 10 of the Subsidiary Guaranty (as such term is defined
in the Credit Agreement referred to in the Amendment No. 3 to Credit Agreement
(the "Amendment"), to which this Acknowledgment and Consent is appended), each
of the undersigned hereby unconditionally and irrevocably (i) acknowledges
receipt of a copy of the Credit Agreement and the Amendment, and (ii) consents
to all of the terms and provisions of the Credit Agreement as amended by the
Amendment.
Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Credit Agreement referred to
herein. This Acknowledgment and Consent is for the benefit of the Lenders, the
Administrative Agent, the Collateral Agent, and any Hedge Creditor (as defined
in the Subsidiary Guaranty) which may be a third party beneficiary of the
Subsidiary Guaranty, the Pledge Agreement, the Security Agreement or the
Open-End Mortgage, Assignment of Leases and Security Agreement, in its capacity
as such third party beneficiary under any Credit Document, and their respective
successors and assigns. No term or provision of this Acknowledgment and Consent
may be modified or otherwise changed without the prior written consent of the
Administrative Agent, given as provided in the Credit Agreement. This
Acknowledgment and Consent shall be binding upon the successors and assigns of
each of the undersigned. This Acknowledgment and Consent may be executed by any
of the undersigned in separate counterparts, each of which shall be an original
and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgment and Consent as of the date of the Amendment
referred to herein.
AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL, INC.
By:________________________
Executive Vice President
ASCI HOLDINGS GERMANY (DE), INC.
By:________________________
Executive Vice President
ASCI HOLDINGS CZECH (DE), INC.
By:________________________
Executive Vice President
ASCI HOLDINGS MEXICO (DE), INC.
By:________________________
Executive Vice President
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XXXX XXXXXXXX X.X (XX), INC.
By:________________________
Executive Vice President
ASCI HOLDINGS ASIA (DE), INC.
By:________________________
Executive Vice President
VALENTEC SYSTEMS, INC.
By:________________________
Executive Vice President
GALION, INC.
By:________________________
Executive Vice President
VALENTEC INTERNATIONAL CORPORATION, LLC
By:________________________
Executive Vice President
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC.
By:________________________
Executive Vice President
CSSC, INC.
By:________________________
Executive Vice President
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ACKNOWLEDGMENT
The undersigned is a party to that certain Pledge Agreement dated as of
May 21, 1997 made by the undersigned and the other pledgors party thereto in
favor of KeyBank National Association, as Collateral Agent (as amended, the
"Pledge Agreement"). The undersigned hereby unconditionally and irrevocably
acknowledges (i) the pledge pursuant to the Pledge Agreement of its membership
interest in Valentec International Corporation, LLC, a Delaware limited
liability company ("Valentec"), successor by merger to Valentec International
Corporation, a Delaware corporation, and that (ii) Valentec constitutes a
Pledged Entity (as defined in the Pledge Agreement) and its membership interest
in Valentec constitutes a Pleged Equity Interest (as defined in the Pledge
Agreement) thereunder.
Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Credit Agreement referred to
herein. This Acknowledgment is for the benefit of the Lenders, the
Administrative Agent, the Collateral Agent, and any Hedge Creditor (as defined
in the Pledge Agreement) which may be a third party beneficiary of the Pledge
Agreement, in its capacity as such third party beneficiary under any Credit
Document, and their respective successors and assigns. No term or provision of
this Acknowledgment may be modified or otherwise changed without the prior
written consent of the Administrative Agent, given as provided in the Credit
Agreement. This Acknowledgment and Consent shall be binding upon the successors
and assigns of the undersigned.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Acknowledgment as of July 30, 1998.
SAFETY COMPONENTS INTERNATIONAL,INC.
By:________________________
Executive Vice President
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EXHIBIT A
FORM OF
AMENDMENT NO. 3 TO PLEDGE AGREEMENT
-------------------------------------
4
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EXHIBIT B
FORM OF
AMENDMENT NO. 3 TO SECURITY AGREEMENT
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5
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EXHIBIT C
FORM OF
AMENDMENT NO. 3 TO SUBSIDIARY GUARANTY
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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. 3
dated as of
July 30, 1998
to
CREDIT AGREEMENT
dated as of
May 21, 1997
---------------------
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