FIRST AMENDMENT TO AMENDED AND RESTATED SECURED
LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURED LOAN AGREEMENT
AND WAIVER (the "AMENDMENT"), dated as of August 21, 1997, but effective as of
June 30, 1997 (the "EFFECTIVE DATE") is among HILITE INDUSTRIES, INC., a
Delaware corporation ("BORROWER"), NORTH AMERICAN SPRING & STAMPING CORP.
(DELAWARE), a Delaware corporation ("GUARANTOR") and COMERICA BANK-TEXAS, a
Texas banking association ("LENDER").
RECITALS:
Borrower and Lender have entered into that certain Amended and
Restated Secured Loan Agreement dated as of July 21, 1995 (such Loan Agreement,
as amended or otherwise modified from time to time, the "AGREEMENT").
Borrower and Lender desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. DEFINITIONS. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.
ARTICLE II
AMENDMENT
Section 2.1. AMENDMENT TO SECTION 6.7. Effective as of the Effective
Date, SECTION 6.7 of the Agreement is hereby amended and restated in its
entirety as follows:
6.7 MAINTAIN CASH FLOW COVERAGE RATIO. Maintain at all
times the ratio of its Cash Flow to its Current Maturities of Long
Term Debt (on a consolidated and consolidating basis if Borrower then
has any Subsidiaries) at not less than (a) .60 to 1.0 during the
period beginning on June 30, 1997 and ending on Xxxxxxxx 00, 0000,
(x) 1.0
FIRST AMENDMENT TO LOAN AGREEMENT - Page 1
to 1.0 during the period beginning on January 1, 1998 and ending on
June 30, 1998, and (c) 1.75 to 1.0 thereafter. Such ratio shall be
calculated on a rolling twelve-month basis.
ARTICLE III
CONDITIONS PRECEDENT
The effectiveness of this Amendment is subject to the conditions that
Lender shall have received the following documents as of the date hereof, in
form and substance satisfactory to Lender:
resolutions of the Board of Directors of Borrower certified
by a senior officer of Borrower which authorize the execution,
delivery, and performance by Borrower of this Amendment.
ARTICLE IV
Ratifications and Other Agreements
Section 4.1. RATIFICATIONS. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of all other documents executed in
connection with the Agreement are hereby ratified and confirmed and shall
continue in full force and effect. Borrower and Lender agree that the Agreement
as amended hereby and all other documents executed in connection with the
Agreement or this Amendment to which Borrower is a party shall continue to be
legal, valid, binding and enforceable in accordance with their respective terms.
Section 4.2. REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents and warrants to Lender that (a) the execution, delivery and
performance of this Amendment and any and all other documents executed and/or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of Borrower and will not violate the articles of
incorporation or bylaws of Borrower or any agreement to which Borrower or any of
its properties is bound, (b) neither the articles of incorporation nor the
bylaws of Borrower have been amended or revoked since the date of the Agreement
and such articles of incorporation and bylaws are in full force and effect, (c)
the representations and warranties contained in the Agreement, as amended
hereby, and any other documents executed in connection therewith or herewith are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (d) other than the Specified Default, no Event of Default has
occurred and is continuing and no event or condition has occurred that with the
giving of notice or lapse of time or both would be an Event of Default, and (e)
after giving effect to this Amendment, Borrower is in full compliance with all
covenants and agreements contained in the Agreement as amended hereby.
FIRST AMENDMENT TO LOAN AGREEMENT - Page 2
ARTICLE V
MISCELLANEOUS
Section 5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Amendment or any other document
executed in connection herewith shall survive the execution and delivery of this
Amendment, and no investigation by Lender or any closing shall affect the
representations and warranties or the right of Lender to rely upon them.
Section 5.2. REFERENCE TO AGREEMENT. Each of the Agreement and any
and all other agreements, documents, or instruments now or hereafter executed
and delivered pursuant to the terms hereof or pursuant to the terms of the
Agreement as amended hereby, are hereby amended so that any reference in such
documents to the Agreement shall mean a reference to the Agreement as amended
hereby.
Section 5.3. EXPENSES OF LENDER. As provided in the Agreement,
Borrower agrees to pay on demand all reasonable costs and expenses incurred by
Lender in connection with the preparation, negotiation, and execution of this
Amendment and any other documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without limitation
the costs and reasonable fees of Lender's legal counsel, and all costs and
expenses incurred by Lender in connection with the enforcement or preservation
of any rights under the Agreement, as amended hereby, or any other document
executed in connection therewith, including without limitation the costs and
reasonable fees of Lender's legal counsel.
Section 5.4. SEVERABILITY. Any 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 provision so held to be invalid or unenforceable.
Section 5.5. APPLICABLE LAW. This Amendment and all other documents
executed pursuant hereto shall be deemed to have been made and to be performable
in Dallas, Dallas County, Texas and shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 5.6. SUCCESSORS AND ASSIGNS. This Amendment is binding upon
and shall inure to the benefit of Lender, Borrower, Pledgor and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Lender.
Section 5.7. COUNTERPARTS. This Amendment may be executed 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
instrument.
FIRST AMENDMENT TO LOAN AGREEMENT - Page 3
Section 5.8. EFFECT OF WAIVER. No consent or waiver, express or
implied, by Lender to or for any breach of or deviation from any covenant,
condition or duty by Borrower or any obligated party shall be deemed a consent
or waiver to or of any other breach of the same or any other covenant, condition
or duty.
Section 5.9. HEADINGS. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
Section 5.10. NON-APPLICATION OF CHAPTER 15 OF TEXAS CREDIT CODE. The
provisions of Chapter 15 of the Texas Credit Code (Vernon's Annotated Texas
Statutes, Article 5069-15) are specifically declared by the parties not to be
applicable to this Amendment or any of the Loan Documents or the transactions
contemplated hereby.
Section 5.11. ENTIRE AGREEMENT. THE AGREEMENT, THIS AMENDMENT AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
WITH THE AGREEMENT OR THIS AMENDMENT REPRESENT THE FINAL AGREEMENTS AMONG THE
PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above, but effective as of June
30, 1997.
BORROWER:
HILITE INDUSTRIES, INC.
By: /s/ Xxx X. Xxxxx
------------------------
Name: Xxx X. Xxxxx
Title:President and CEO
LENDER:
COMERICA BANK-TEXAS
By: /s/ J. Xxxxxxx Xxxx
------------------------
J. Xxxxxxx Xxxx
Vice President
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GUARANTOR:
NORTH AMERICAN SPRING & STAMPING
CORP. (DELAWARE)
By: /s/ Xxx X. Xxxxx
------------------------
Name: Xxx X. Xxxxx
Title:President and CEO
DA972110533
080797 v5
316:3134-488
FIRST AMENDMENT TO LOAN AGREEMENT - Page 5
