October 4, 1996
The companies listed on
Schedule A hereto
c/o Harvard Industries, Inc.
0000 Xxxxx Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Gentlemen:
Reference is made to the Financing Agreement dated the
date hereof (the "Financing Agreement") among The CIT
Group/Business Credit, Inc., a New York corporation ("CITBC"), as
Lender and as Agent for the Lenders becoming a party to the
Financing Agreement pursuant to Section 14, Paragraph 9 thereof,
and Harvard Industries, Inc., a Florida corporation, The
Xxxxxxxx-Xxxxxx Corporation, a New Hampshire corporation, Xxxxxx
Automotive, Inc., a Michigan corporation, Xxxxx-Albion
Corporation, a Michigan corporation, and Xxxxxxx-Xxxxxx, Inc., a
Delaware corporation, Xxxxxxx-Xxxxxx Greeneville, Inc., a
Delaware corporation, Xxxxxxx-Xxxxxx Pottstown, Inc., a Delaware
corporation, Xxxxxxx-Xxxxxx Technologies, Inc., a Delaware
corporation, and Xxxxxxx-Xxxxxx Toledo, Inc., a Delaware
corporation.
This is the Agent Fee Letter referred to in the
Financing Agreement. Terms used but not defined in this letter
are used with the meanings assigned to them in the Financing
Agreement.
The parties have agreed that the interest rates and
fees to be charged in connection with the financing be set forth
in this letter (the "Agent Fee Letter"). It is expressly
understood and agreed that: (a) this Agent Fee Letter is an
integral part of the financing, (b) the Financing Agreement will
not be executed by CITBC without the simultaneous execution of
this Agent Fee Letter by the Companies, and (c) the Financing
Agreement may not be read or interpreted by itself.
The following provisions are part of the financing as
set forth in the Financing Agreement:
(a) The Applicable Base Rate Margin is one and one-
half percent (1.5%).
(b) The Applicable Eurodollar Rate Margin is three and
one-half percent (3.5%).
(c) The Applicable Term Loan Margin is one and three-
fourths percent (1.75%).
(d) The Revolving Line of Credit Fee, calculated and
payable in accordance with the provisions of the
Financing Agreement, is one-half percent (0.5%)
per annum.
(e) The Agent Fee is $150,000 per annum, which shall
be paid to the Agent in accordance with Section 8,
Paragraph 9 of the Financing Agreement.
(f) The Loan Facility Fee is $1,500,000 payable in
accordance with the provisions of the Financing
Agreement.
Please confirm that the foregoing is our mutual
understanding by signing and returning to us an executed original
of this Agent Fee Letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxx Xxxxxx
____________________________
Title: Vice President
Accepted and Agreed to:
The Companies listed on
Schedule A hereto
By /s/ Xxxxxx Xxxxxxxxx
Title: Vice President and Chief Financial Officer
Schedule A
Harvard Industries, Inc.
The Xxxxxxxx-Xxxxxx Corporation
Xxxxxx Automotive, Inc.
Xxxxx-Albion Corporation
Xxxxxxx-Xxxxxx, Inc.
Xxxxxxx-Xxxxxx Greeneville, Inc.
Xxxxxxx-Xxxxxx Pottstown, Inc.
Xxxxxxx-Xxxxxx Technologies, Inc.
Xxxxxxx-Xxxxxx Toledo, Inc.
