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EXHIBIT 10.1(d)
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement dated as of December 30, 1999
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 and a certain Second Amendment to Credit
Agreement dated as of March 26, 1999 (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:
1. DEFINITIONS
1.1 Capitalized terms used herein and not defined to the contrary
have the meanings given them in the Agreement.
2. AMENDMENT
2.1 Each of the following definitions are hereby added to Article 1 of
the Agreement by inserting each of them in correct alphabetical sequence among
the existing definitions therein.
" 'Lease Transactions' shall mean: (a) the transfer of certain
equipment ('Lease Equipment') of Xxxxxx to ABN AMRO Bank
Canada and Westcoast Capital Corporation (collectively,
'Lessor') in a transaction or series of transactions which
result in aggregate net proceeds being paid to Xxxxxx in an
amount not less than Eight Million Dollars ($8,000,000)
('Lease Proceeds'); (b) the lease-back of Lease Equipment so
transferred by Xxxxxx ('Lease'); and (c) the guaranty by TAG,
of the obligations of Xxxxxx under the Lease or Leases
pursuant to a guaranty agreement in the form attached to the
Third Amendment to this Agreement as Exhibit 'A' ('Lease
Guaranty')."
" 'Third Amendment Effective Date' shall mean the date on
which all of the conditions to the effectiveness of the Third
Amendment to Credit Agreement dated as of December 30, 1999
between Borrowers, Agent and Banks have been satisfied in
accordance with Section 5.1 thereof."
" 'Waiver Period' shall mean the period commencing on the
Third Amendment Effective Date and ending as of close of
business on February 15, 2000."
2.2 Section 1.12 of the Agreement is hereby amended by replacing the
pricing grid set forth therein in its entirety with the following priding grid:
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Prime-based
Prime-based Loans Eurocurrency-based
Loans denominated in Loans
Leverage Ratio Denominated in Canadian and Letter of Credit Facility
U.S. Dollars Dollars Fees Fees
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Level I 1.50% 2.50% 3.00% .50%
6.0
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Level II 1.00% 2.00% 2.25% .50%
5.5 but < 6.0
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Level III 0.75% 1.75% 2.00% 0.50%
5.0 but < 5.5
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Level IV 0.50% 1.50% 1.75% 0.50%
4.5 but < 5.0
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Level V 0.25% 1.25% 1.55% 0.45%
3.5 but < 4.5
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2.3 Section 1.16 of the Agreement is hereby amended by adding the
following proviso, thereto, at the end of such Section:
"provided, however, as of any date included in the Waiver Period, the
Borrowing Base shall be limited to the lesser of (i) the amount
determined pursuant to the foregoing calculation, or (ii) Sixty Three
Million Dollars ($63,000,000) minus the amount of Lease Proceeds
received by Xxxxxx as of the date of calculation thereof."
2.4 The following Section 4.5 is hereby added to the Agreement
immediately after Section 4.5 thereof:
"4.5 Mandatory Repayments. Immediately upon any Borrower's receipt of
any Lease Proceeds, such Borrower shall deliver same, in the form
received, to Agent for application on Revolving Loans or Swing Loans.
Each such prepayment shall be made in accordance with Section 4.4
hereof; provided, however that such prepayment shall not be required to
be in the minimum amounts specified under clause (i) of Section 4.4."
3. CONSENTS AND WAIVERS
3.1 Agent and each of the Banks hereby:
(a) consent to the Lease Transactions and authorize Agent to
(upon delivery of Lease Proceeds to Agent for reduction of outstanding Advances)
release the liens of the Agent and the Banks on Lease Equipment as and when
Agent receives Lease Proceeds related thereto; and
(b) waive (i) the restrictions of Section 10.10 of the
Agreement to the extent necessary to allow for the transfer by Xxxxxx to Lessor
of the Lease Equipment and the execution, delivery and performance of the
resulting Lease or Leases, and (ii) the restrictions of Section 10.8 of the
Agreement to the extent necessary to allow for TAG to execute and deliver the
Lease Guaranty.
3.2 For the Waiver Period only, Agent and the Banks hereby waive the
requirements of Section 10.4 of the Agreement and any Default or Event of
Default arising as a result of a breach thereof; provided however that this
waiver shall automatically terminate upon expiration of such Waiver Period
without further act, demand or notice by Agent or any Bank.
4. REPRESENTATIONS
Borrowers hereby represents and warrants that:
4.1 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.
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4.2 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.
4.3 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.
4.4 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.
4.5 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.
5. MISCELLANEOUS
5.1 This Amendment may be executed in as many counterparts as Agent,
Banks and Borrowers deem convenient and shall be deemed to be effective upon
satisfaction of the following conditions: (a) delivery to Agent of counterparts
hereof executed by each of the parties; (b) delivery by Borrowers to Agent, in
form and substance satisfactory to Agent and the Banks, of each of the documents
and instruments listed on the Checklist attached as Exhibit "B" hereto; and (c)
payment by Borrowers to the Agent, for distribution to each Bank, an amendment
and waiver fee in the amount of 0.10 percent of each Bank's share of the
Revolving Loan Commitment. Agent shall provide Banks with written notice of the
date upon which this Amendment becomes effective.
5.2 Borrowers, Agent and the Banks acknowledge and agree that, except
as specifically amended and/or waived herein and hereby, all of the terms and
conditions of the Agreement and the Loan Documents, remain in full force and
effect in accordance with their original terms.
5.3 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.
5.4 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.
[SIGNATURE PAGE FOLLOWS]
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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 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
By:
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Its:
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MICHIGAN NATIONAL BANK BANK BOSTON, N.A.
By: By:
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Its: Its:
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DRESDNER BANK AG NEW YORK and
GRAND CAYMEN BRANCHES
By:
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Its:
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