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EXHIBIT 10.1(f)
FIFTH AMENDMENT TO CREDIT AGREEMENT DATED 4/28/98
This Fifth Amendment to Credit Agreement dated as of June 27, 2000 by and
between TALON AUTOMOTIVE GROUP, INC., a Michigan corporation ("TAG"), XXXXXX
METAL PRODUCTS CO., a Nova Scotia corporation ("Xxxxxx") (Xxxxxx, called
together with TAG, the "Borrowers"), the Banks party hereto, and COMERICA BANK,
a Michigan banking corporation, as agent for the Banks (in such capacity,
"Agent").
WHEREAS, Borrowers, Agent and the Banks entered into a certain Credit Agreement
dated as of April 28, 1998, a certain First Amendment to Credit Agreement dated
as of August 31, 1998, a certain Second Amendment to Credit Agreement dated as
of March 26, 1999, a certain Third Amendment to Credit Agreement dated as of
December 30, 1999 and a certain Fourth Amendment to Credit Agreement dated as of
February 15, 2000 (as so amended, the "Agreement"), pursuant to which Borrowers
incurred certain indebtedness and obligations and granted the Agent, on behalf
of the Banks, certain security for such indebtedness and obligations;
WHEREAS, Borrowers have requested Agent and Banks to amend certain provisions of
the Agreement and to grant waivers of certain provisions of the agreement; and
WHEREAS, Agent and the Banks are willing to do so, but only on the terms and
conditions set forth herein;
NOW, THEREFORE, it is agreed:
- DEFINITIONS
- Capitalized terms used herein and not defined to the contrary
have the meanings given them in the Agreement.
- AMENDMENT
- The following definition is hereby added to Article 1 of the
Agreement by inserting it in correct alphabetical sequence among the
existing definitions therein:
" `Fifth Amendment Effective Date' shall mean the date specified
in a written notice from Agent, on which all of the conditions to the
effectiveness of the Fifth Amendment to Credit Agreement dated as of June
27, 2000 between Borrowers, Agent and Banks have been satisfied in
accordance with Section 5.1 thereof."
- The proviso appearing at the end of Section 1.16 of the
Agreement is hereby amended and restated as follows:
"provided, however, that from and after the Fifth Amendment
Effective Date, the Borrowing Base shall be limited to the lesser of (i) the
amount determined pursuant to the foregoing calculation, or (ii) Seventy
Five Million Dollars ($75,000,000)."
- REPRESENTATIONS
Borrowers hereby represents and warrants that:
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- Execution, delivery and performance of this Amendment and any
other documents and instruments required under this Amendment or the
Agreement are within Borrowers' powers, have been duly authorized, are
not in contravention of law or the terms of Borrowers' Articles of
Incorporation or Bylaws, and do not require the consent or approval of
any governmental body, agency, or authority.
- This Amendment, and the Agreement as amended by this Amendment,
and any other documents and instruments required under this Amendment
or the Agreement, when issued and delivered under this Amendment or the
Agreement, will be valid and binding in accordance with their terms.
- The continuing representations and warranties of Borrowers set
forth in Sections 8.1 through 8.7 and 8.9 through 8.19 of the Agreement
are true and correct on and as of the date hereof with the same force
and effect as if made on and as of the date hereof.
- The continuing representations and warranties of Borrowers set
forth in Section 8.8 of the Agreement are true and correct as of the
date hereof with respect to the most recent financial statements
furnished to Bank by Borrowers in accordance with Section 9.1 of the
Agreement.
- Except to the extent expressly waived hereby to the best of
Borrowers' knowledge, 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.
- MISCELLANEOUS
- This Amendment may be executed in as many counterparts as Agent,
Banks and Borrowers deem convenient and shall be deemed to be effective
upon the date of satisfaction of the following conditions: (a) delivery
to Agent of counterparts hereof executed by each of the Borrowers,
Agent and the Majority Banks; and (b) delivery by Borrowers to Agent,
in form and substance satisfactory to Agent, of each of the documents
and instruments listed on the Checklist attached as Exhibit "A" hereto.
Agent shall provide Banks with notice of the date upon which this
Amendment becomes effective.
- Borrowers shall pay all of Agent's legal costs and expenses
(including attorneys' fees and expenses) incurred in the negotiation,
preparation and closing hereof, including, without limitation, costs of
all lien searches and financing statement filings.
- Except as specifically set forth herein, nothing set forth in
this Amendment shall constitute, or be interpreted or construed to
constitute, a waiver of any right or remedy of Agent or the Banks, or
of any default or Event of Default whether now existing or hereafter
arising.
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WITNESS the due execution hereof as of the day and year first above
written.
TALON AUTOMOTIVE GROUP, INC. XXXXXX METAL PRODUCTS CO.
By: By:
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Its: Its:
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COMERICA BANK, as Agent and Bank LASALLE BANK NATIONAL
ASSOCIATION (formerly LaSalle National
Bank)
By: By:
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Its: Its:
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NATIONAL BANK OF CANADA, PARIBAS
NEW YORK BRANCH
By: By:
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Its: Its:
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And And
By: By:
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Its: Its:
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MICHIGAN NATIONAL BANK BANK BOSTON, N.A.
By: By:
------------------------------ ------------------------------
Its: Its:
----------------------------- -----------------------------
And
By: By:
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Its: Its:
----------------------------- -----------------------------
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DRESDNER BANK AG NEW YORK AND
GRAND CAYMEN BRANCHES
By: By:
----------------------------- -----------------------------
Its: Its:
----------------------------- -----------------------------
And
By: By:
----------------------------- -----------------------------
Its: Its:
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