Exhbit 10.1
[Execution]
AMENDMENT NO. 6
TO
LOAN AND SECURITY AGREEMENT
As of October 6, 2006
Wachovia Bank, National Association
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Portfolio Manager
Re: Loan and Security Agreement, dated October 11, 2000, as
Amended
Ladies and Gentlemen:
Wachovia Bank, National Association, successor by merger to Congress
Financial Corporation (Southern) ("Lender"), Valentec Xxxxx, LLC, formerly known
as Valentec International Corporation, LLC ("Valentec"), Safety Components
Fabric Technologies, Inc. ("SCFT"), Automotive Safety Components International,
Inc. ("Automotive International"), Automotive Safety Components International
GmbH & Co. KG ("German Borrower"), Automotive Safety Components International
Limited ("UK Borrower" and together with Valentec, SCFT, Automotive
International and German Borrower, individually each a "Borrower" and
collectively, "Borrowers"), Safety Components International, Inc. ("Safety"),
ASCI Holdings Germany (DE), Inc. ("ASCI Germany"), ASCI Holdings U.K. (DE), Inc.
("ASCI UK"), ASCI Holdings Mexico (DE), Inc. ("ASCI Mexico"), ASCI Holdings
Czech (DE), Inc. ("ASCI Czech"), Automotive Safety Components International,
S.A. de C.V. ("Automotive Safety Mexico") and Automotive Safety Components
International s.r.o. ("Automotive Safety Czech" and together with Safety, ASCI
Germany, ASCI UK, ASCI Mexico, ASCI Czech and Automotive Safety Mexico, each
individually a "Guarantor" and collectively, "Guarantors") have entered into
financing arrangements pursuant to which Lender has made and may, subject to
certain terms and conditions, hereafter make loans and advances to Borrowers as
set forth in the Loan and Security Agreement, dated October 11, 2000, by and
among Lender, Borrowers and Guarantors, as amended by Amendment No. 1 and
Consent to Loan and Security Agreement, dated November 2, 2001, Amendment No. 2
to Loan and Security Agreement, dated October 11, 2002, Amendment No. 3 and
Consent to Loan and Security Agreement, dated October 8, 2003, Amendment No. 4
to Loan and Security Agreement, dated as of July 20, 2004, and Amendment No. 5
and Consent to Loan and Security Agreement, dated October 1, 2004 (as the same
now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement") and other agreements,
documents and instruments referred to therein or at any time executed and/or
delivered in connection therewith or related
thereto, together with this Amendment (all of the foregoing, including the Loan
Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the "Financing Agreements"). All capitalized terms used
herein shall have the meaning assigned thereto in the Loan Agreement, unless
otherwise defined herein.
Borrowers and Guarantors have requested that Lender agree to amend the
Loan Agreement to, among other things, (i) extend the maturity date of the Loan
Agreement and (ii) increase the amount of certain intercompany loans permitted
to be made thereunder.
Lender is willing to agree to such requests subject to the terms and
conditions contained herein.
In consideration of the forgoing and the agreements and covenants
contained herein, and for other good and valuable consideration, the adequacy
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments.
(a) Loans, Investments and Guarantees. Section 9.10(m)(viii) of the
Loan Agreement is hereby amended by deleting $10,000,000" and replacing it with
"$20,000,000."
(b) Term. Section 12.1(a) of the Loan Agreement is hereby amended by
deleting "ending on October 8, 2006" and replacing it with "ending on October 8,
2008."
(c) Early Termination Fee. Section 12.1(c)(iii) of the Loan
Agreement is hereby amended by (i) deleting "From October 8, 2005 to June 29,
2006 or if the term of this Agreement is extended, at any time prior to the one
hundredth day before the end of the then current term" and replacing it with
"From October 8, 2005 to June 29, 2006."
2. Representations, Warranties and Covenants. Each Borrower and Guarantor,
jointly and severally, represents, warrants and covenants with and to Lender as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof, the truth and accuracy of, or
compliance with each, together with the representations, warranties and
covenants in the other Financing Agreements, being a continuing condition of the
making or providing of any Loans or Letter of Credit Accommodations by Lender to
Borrowers:
(a) neither the execution and delivery of this Amendment, or the
documents, agreements or instruments executed or delivered in connection
therewith or related thereto (collectively, together with this Amendment, the
"Amendment Documents") nor the consummation of the transactions herein or
therein contemplated, nor compliance with the provisions hereof or thereof are
in contravention of any law or regulation or any order or decree of any court or
Governmental Authority applicable to Borrowers or Guarantors or any of their
respective Subsidiaries, or conflict with or result in the breach of, or
constitutes a default under any mortgage, deed of trust, security agreement,
agreement or instrument to which any Borrower or Guarantor is a party or may be
bound, or violates any provision of the Certificate of Incorporation,
Certificate of
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Formation, Operating Agreement or By-Laws (or similar organizational documents)
of any Borrower or Guarantor;
(b) the Amendment Documents have been duly authorized, executed and
delivered by all necessary action on the part of each Borrower and Guarantor
which is a party hereto and thereto and, if necessary, their respective equity
holders, and the agreements and obligations of each Borrower and Guarantor
contained herein and therein constitute legal, valid and binding obligations of
each Borrower and Guarantor enforceable against such entities in accordance with
their respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws limiting creditors' rights
generally and by general equitable principles;
(c) no consent, approval or other action of, or filing with or
notice to any Governmental Authority is required in connection with the
execution, delivery and performance of any of the Amendment Documents by any
Borrower or Guarantor;
(d) all of the representations and warranties set forth in the Loan
Agreement and the other Financing Agreements, each as amended hereby, are true
and correct in all respects on and as of the date hereof as if made on the date
hereof, except to the extent any such representation or warranty is made as of a
specified date, in which case such representation or warranty shall have been
true and correct as of such date; and
(e) no Event of Default or act, condition or event which with notice
or passage or time or both would constitute an Event of Default, exists or has
occurred and is continuing.
3. Conditions Precedent. The amendments set forth herein shall be
effective upon the satisfaction of each of the following conditions precedent in
a manner satisfactory to Lender:
(a) Lender shall have received an original of this Amendment, duly
authorized, executed and delivered by Borrowers and Guarantors;
(b) all requisite corporate action and proceedings in connection
with this Amendment and the other Amendment Documents shall be in form and
substance satisfactory to Lender, and Lender shall have received all information
and copies of all documents, including records of requisite corporate action and
proceedings which Lender may have requested in connection therewith, such
documents where requested by Lender or its counsel to be certified by
appropriate corporate officers or governmental authorities;
(c) no Event of Default or act, condition or event which with notice
or passage of time or both would constitute an Event of Default shall exist or
have occurred and be continuing; and
(d) Lender shall have received a true and correct copy of any
consent, waiver or approval to or of this Amendment or any of the other
Amendment Documents, which any Borrower or Guarantor is required to obtain from
any other Person, and such consent, approval or waiver shall be in form and
substance satisfactory to Lender.
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4. Covenant. Borrowers and Guarantors shall, on or before January 1, 2007,
deliver or cause to be delivered to Lender the following, in each case in form
and substance satisfactory to Lender:
(a) an amendment to the Mortgage made by SCFT, duly authorized,
executed and delivered by SCFT; and
(b) updated endorsements to the existing title insurance policy or
new title insurance policy issued by Chicago Title Insurance Corporation
acceptable to Lender (i) insuring the priority and amount of the Mortgage made
by SCFT, as amended, and (ii) containing any legally available endorsements,
assurance or affirmative coverage requested by Lender for protection of its
interests.
5. General.
(a) Effect of this Amendment. Except as expressly provided herein,
no other changes or modifications to the Financing Agreements are intended or
implied, and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
date hereof. To the extent any conflict exists between the terms of this
Amendment and the Financing Agreements, the terms of this Amendment shall
control.
(b) Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional actions as may be necessary
to effectuate the provisions and purposes of this Amendment.
(c) Governing Law. The rights and obligations hereunder of each of
the parties hereto shall be governed by and interpreted and determined in
accordance with the internal laws of the State of New York (without giving
effect to principles of conflicts of laws or other rules of law that would
result in the application of the law of any jurisdiction other than the State of
New York).
(d) Binding Effect. This Amendment is binding upon and shall inure
to the benefit of Lender, Borrowers, Guarantors and their respective successors
and assigns. Any amendment contained herein shall not be construed to constitute
an amendment to any other or further action by Borrowers or Guarantors or to
entitle Borrowers or Guarantors to any other amendment. The Loan Agreement and
this Amendment shall be read and construed as one agreement.
(e) Counterparts, etc. 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. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart hereof signed by each of the
parties hereto. This Amendment may be executed and delivered by telecopier or
other method of electronic transmission with the same force and effect as if it
were a manually executed and delivered counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the date first written above.
SAFETY COMPONENTS FABRIC
TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL GmbH & CO. KG
By: /s/ Xxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxxxxx
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Title: GM GM 25.9.6
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AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL LIMITED
By: /s/ Xxxxxxx X. Xxxxx
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Title: Director
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VALENTEC XXXXX, LLC (formerly known
as Valentec International Corporation, LLC)
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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SAFETY COMPONENTS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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ASCI HOLDINGS GERMANY (DE), INC.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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ASCI HOLDINGS U.K. (DE), INC.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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ASCI HOLDINGS MEXICO (DE), INC.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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ASCI HOLDINGS CZECH (DE), INC.
By: /s/ Xxxx Xxxxxxx
Title: Treasurer
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AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL, S.A. de C.V.
By: /s/ Xxxx Xxxxxxx
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Title: Treasurer
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AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL S.R.O.
By: /s/ Luvos Xxxxxxx 25.09.2006
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Title: Managing Director
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AGREED:
WACHOVIA BANK, NATIONAL ASSOCIATION,
successor by merger to Congress Financial Corporation
(Southern)
By: /s/ Xxxxxx Cott
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Title: Managing Director
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