1
EXHIBIT 10.1(e)
FOURTH AMENDMENT TO CREDIT AGREEMENT DATED 4/28/98
This Fourth Amendment to Credit Agreement dated as of February 15, 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, and a certain Third Amendment to Credit
Agreement dated as of December 30, 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 The following definition is hereby added to Article 1 of the Agreement
by inserting it in correct alphabetical sequence among the existing definitions
therein:
" `Fourth 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 Fourth Amendment to Credit
Agreement dated as of February 15, 2000 between Borrowers, Agent
and Banks have been satisfied in accordance with Section 5.1 thereof."
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
pricing grid:
Page 13
2
====================================================================================================================
Prime-based Loans
Prime-based Loans denominated in Eurocurrency-based Loans
Denominated in U.S. Canadian Dollars and Letter of Credit Fees
Leverage Ratio Dollars Facility Fees
====================================================================================================================
Level I 1.50% 2.50% 3.50% .50%
>6.0
-
--------------------------------------------------------------------------------------------------------------------
Level II 1.00% 2.00% 2.25% .50%
>5.5 but < 6.0
-
--------------------------------------------------------------------------------------------------------------------
Level III 0.75% 1.75% 2.00% 0.50%
>5.0 but < 5.5
-
--------------------------------------------------------------------------------------------------------------------
Level IV 0.50% 1.50% 1.75% 0.50%
>4.5 but <5.0
-
--------------------------------------------------------------------------------------------------------------------
Level V 0.25% 1.25% 1.55% 0.45%
>3.5 but <4.5
-
--------------------------------------------------------------------------------------------------------------------
2.3 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 Fourth Amendment Effective
Date, 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)."
2.4 Section 1.61 of the Agreement is hereby amended and restated as
follows:
"1.61 `Interest Period' shall mean:
(a) in the case of any Prime-based Loan, an initial
period beginning on the date of the Advance thereof
and ending on the next occurring Quarterly Date and
thereafter, successive Interest Periods beginning on
the day after each Quarterly Date and ending on each
succeeding Quarterly Date; and
(b) in the case of any Loan which is a Eurocurrency-based
Loan one (1), two (2) or three (3) months as selected
by a Borrower.
provided however, that:
(i) any Interest Period which would otherwise
end on a day which is not a Business Day
shall be extended to the next succeeding
Business Day unless the next succeeding
Business Day falls in another calendar
month, in which case, such Interest Period
shall end on the immediately preceding
Business Day;
(ii) when an Interest Period for a
Eurocurrency-based Loan begins on a day
which has no numerically corresponding day
in another calendar month during which such
Interest Period is to end, it shall end on
the last Business Day of such other calendar
month; and
(iii) no Interest Period for any Loan shall extend
beyond the Maturity Date."
2.5 Section 1.88 of the Agreement is hereby amended and restated as
follows:
"Permitted Acquisition" shall mean (i) the merger of a Borrower or a
Subsidiary with another Person which has been approved in writing by Agent and
all of the Banks, or (ii) the acquisition by a Borrower or a Subsidiary of a
majority of the Stock of, or all or substantially all of the assets of, any
Page 14
3
Person or of an operating division of any Person, or the investment by a
Borrower or a Subsidiary of a Borrower in a Person who is not a Borrower or a
Subsidiary of a Borrower, which has been approved in writing by Agent and the
Majority Banks."
2.6 Section 1.116 of the Agreement is hereby amended and restated in its
entirety as follows:
"1.116 `Swing Loan Commitment' shall mean, as of any date,
(a) With respect to Swing Loans made by Agent to TAG, Ten Million
Dollars ($10,000,000);
(b) with respect to Swing Loans made by the Canadian Swingline Lender
to Xxxxxx, Twelve Million Five Hundred Thousand Canadian Dollars
($12,500,000 Cdn); and
(c) with respect to all Swing Loans outstanding at any time (whether
advanced by Agent or the Canadian Swingline Lender, or both of
them) the principal amount by which the Revolving Maximum exceeds
the aggregate amount of Revolving Loans and Letter of Credit
Obligations then outstanding."
2.7 Section 9.1 of the Agreement is hereby amended and restated in its
entirety as follows:
"9.1 Reporting Requirements Covenants. Furnish or cause to be
furnished to Agent (with a copy for each Bank):
(a) as soon as available and in any event within ninety (90)
days after the close of each fiscal year of TAG, balance
sheets of TAG (i) as at the end of such fiscal year and the
related statements of operations, stockholders equity and
cash flows for such fiscal year, setting forth comparative
figures for the preceding fiscal year, and a report on such
balance sheets and financial statements by independent
certified public accountants of recognized national
standing, which report shall not be qualified as to the
scope of audit or as to the status of Borrowers as a going
concern, and shall state that such financial statements
fairly present, in all material respects, the financial
position of Borrowers as at the dates indicated and the
results of their operations and their cash flows for the
periods indicated, in conformity with GAAP, and (ii) copies
of tax returns filed for the Borrowers for the fiscal year
then ended;
(b) as soon as available and in any event within thirty (30)
days after the end of each month: (i) the consolidated and
consolidating balance sheets of TAG as at the end of such
month and the related statements of operations, of
stockholders' equity and of cash flows for such month and
for the elapsed portion of the fiscal year ended with the
last day of such month, and in each case setting forth
comparative figures for the related periods in the prior
fiscal year, subject to normal year-end audit adjustment,
and (ii) reports on the Loan Parties' Inventory, agings of
each Loan Parties' Accounts Receivable (with an aging
summary) and accounts payable (with an aging summary), in
each case, in form and content satisfactory to Agent and
certified by the chief financial officer, controller or
chief accounting officer of Borrowers;
(c) at the time of the delivery of the financial statements
provided for in Subsections 9.1(a) and (b),(i) a certificate
of the chief financial officer, controller or chief
accounting officer of TAG to the effect that no Default or
Event of
Page 15
4
Default exists, or, if any Default or Event of Default does
exist, specifying the nature and extent thereof, which
certificate shall be accompanied by a compliance certificate
in a form reasonably acceptable to the Agent setting forth
the calculations required to establish whether Borrowers
were in compliance with the covenants in this Agreement as
at the end of such period, and (ii) a compliance certificate
from the chief financial officer, controller or chief
accounting officer of Xxxxxx dated as of the end of the
month ended immediately prior thereto, in a form reasonably
acceptable to the Agent, setting forth the calculations
required to establish whether Xxxxxx was in compliance with
the terms and conditions for EDC Financing;
(d) within seven (7) days after the end of each week, a
Borrowing Base calculation and certification and an Accounts
Receivable summary report, in form and content satisfactory
to Agent and certified by the chief financial officer,
controller or chief accounting officer of Borrowers;
(e) promptly upon receipt thereof, a copy of each annual
"management letter" submitted to Borrowers by its
independent accountants in connection with any annual audit
made by them of the books of Borrowers;
(f) promptly upon any officer of a Borrower obtaining knowledge
of any condition or event which constitutes a Default or
Event of Default, or becoming aware that any Bank has given
any notice or taken any other action with respect to a
claimed Default or Event of Default under this Agreement, an
officers' certificate specifying the nature and period of
existence of any such condition or event, or specifying the
nature of such claimed Default or Event of Default, and
explaining the action Borrowers have taken or proposes to
take with respect thereto;
(g) within (i) ninety (90) days after the end of each fiscal
year of TAG, a copy of TAG's Form 10-K Report filed with the
Securities Exchange Commission for such annual accounting
period, and (ii) forty five (45) days after the end of each
fiscal quarter of TAG, a copy of TAG's Form 10-Q Report
filed with the Securities Exchange Commission for such
quarterly accounting period; and
(h) with reasonable promptness, such other information and data
with respect to Loan Parties as from time to time may be
reasonably requested by any Bank."
2.8 The following Section 9.14 is hereby added to the Agreement,
immediately after Section 9.13 of the Agreement:
"9.14 Appraisals. On or before April 15, 2000, Borrowers shall provide
to Agent (with sufficient copies thereof for each of the Banks) appraisals
of all of Equipment (other than Equipment held pursuant to leases) and Real
Property of the Borrowers and the other Loan Parties, which appraisals
shall have been conducted by licensed appraisers satisfactory to Agent, and
shall be in form and content satisfactory to Agent."
2.9 Section 10.4 of the Agreement is hereby amended and restated in its
entirety as follows:
Page 16
5
"10.4 Financial Covenants. Permit:
(a) the Interest Coverage Ratio to be less than:
(i) as of the end of the last quarter of Borrowers' 1999
fiscal year: 1.2:1;
(ii) as of the end of the first and second quarters of
Borrowers' 2000 fiscal year: 1.3:1;
(iii) as of the end of the third and fourth quarters of
Borrowers' 2000 fiscal year and the first quarter of
Borrowers' 2001 fiscal year: 1.2:1;
(iv) as of the end of the second quarter of Borrowers' 2001
fiscal year: 1.3:1;
(v) as of the end of the third quarter of Borrowers' 2001
fiscal year: 1.5:1;
(vi) as of the end of the fourth quarter of Borrowers' 2001
fiscal year: 1.6:1; and
(v) as of the end of any fiscal quarter thereafter: 1.7:1.
(b) the Leverage Ratio to be greater than:
(i) as of the end of the last quarter of Borrowers' 1999
fiscal year: 8.2:1;
(ii) as of the end of the first quarter of Borrowers' 2000
fiscal year: 8.5:1;
(iii) as of the end of the second quarter of Borrowers' 2000
fiscal year: 8.9:1;
(iv) as of the end of the third quarter of Borrowers' 2000
fiscal year: 9.4:1;
(v) as of the end of the fourth quarter of Borrowers' 2000
fiscal year: 8.9:1;
(vi) as of the end of the first quarter of Borrowers' 2001
fiscal year: 8.4:1;
(vii) as of the end of the second quarter of Borrowers' 2001
fiscal year: 7.4:1;
(viii) as of the end of the third quarter of Borrowers' 2001
fiscal year: 6.2:1;
(ix) as of the end of the fourth quarter of Borrowers' 2001
fiscal year: 5.7:1;
(x) as of the end of the first and second quarters of
Borrowers' 2002 fiscal year: 5.4:1; and
(xi) as of the end of any quarter thereafter: 5.3:1.
(c) EBITDA, to be less than:
(i) for the second quarter of Borrowers' 2000 fiscal year:
$5,607,000;
(ii) for the third quarter of Borrowers' 2000 fiscal year:
$3,276,000;
(iii) for the fourth quarter of Borrowers' 2000 fiscal year:
$5,033,000;
(iv) for the first quarter of Borrowers' 2001 fiscal year:
$8,243,000;
(v) for the secon quarter of Borrowers' 2001 fiscal year:
$8,927,000;
(vi) for the third quarter of Borrowers' 2001 fiscal year:
$7,810,000;
(vii) for the fourth quarter of Borrowers' 2001 fiscal year:
$9,045,000;
(viii) for the first quarter of Borrowers' 2002 fiscal year:
$9,788,000;
(ix) for the second quarter of Borrowers' 2002 fiscal year:
$9,288,000;
(x) for the third quarter of Borrowers' 2002 fiscal year:
$7,605,000; and
(xi) for the fourth quarter of Borrowers' 2002 fiscal year:
$8,892,000."
Page 17
6
2.10 Exhibits "H" and "I" of the Agreement are hereby amended and restated
in their entirety with Exhibits "H" and "I" hereto.
3. WAIVER
3.1 Agent and the Banks hereby permanently waive any Default or Event of
Default arising as a result of breaches by Borrowers: (a) as of September 30,
1999, of the requirements of Section 10.4(a), (b) and (c) of the Agreement and
(b) as of December 31, 1999, of the requirements of Section 10.4(c) of the
Agreement (as such Section was in effect prior to this Amendment).
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.
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 the later
of February 15, 2000 and 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; (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; and (c) payment by Borrowers to
the Agent, for distribution to each Bank who has executed this amendment on or
before close of business February 15, 2000, an amendment and waiver fee in the
amount of 0.15 percent of each such 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:
(a) in the determination of Net Income under the Agreement, Borrowers
have historically capitalized "pre-contract costs" (defined below) but that
there are in effect changes to GAAP which may require such pre-contract costs to
be expensed. In the event that, upon the advice of its auditors, Borrowers
hereafter determine that such pre-contract costs must be expensed, Borrowers,
Agent and the Banks shall, in good faith, negotiate amendments to Section 10.4
of the Agreement and/or to the definitions impacted by such change in accounting
treatment
Page 18
7
for the purpose of eliminating such impact in the determination of Borrower's
compliance with Section 10.4 hereof, provided, however (i) that nothing above
shall be interpreted or construed as requiring Agent or any Bank to enter into
or consent to any such amendment, to the extent that, after giving effect
thereto, the covenants set forth in Section 10.4 of the Agreement (as so
amended) would be in any respect less protective of the Agent and the Banks than
such covenants are after giving effect to this Amendment, (ii) Borrowers shall
notify Agent and the Banks, in writing, of any determination that pre-contract
costs must be expensed on or before March 31, 2000 and, together with such
notification, shall provide such information as Agent or any Bank requires to
evaluate the impact of such change in accounting treatment, and (iii) to the
extent that any such amendment is agreed to by Borrowers, Agent and the Banks
and such amendment is limited strictly to eliminating the impact of such change
in accounting treatment, no amendment fee shall be due in connection therewith;
and
(b) 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.
"Pre-contract costs", as used in Section 5.2(a) above, means advance
program management and engineering costs in amounts of up to Two Million Dollars
($2,000,000) during any fiscal year in connection with Borrowers' design and
development of products to be sold under long-term supply arrangements.
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]
Page 19
8
WITNESS the due execution hereof as of the day and year first above
written.
TALON AUTOMOTIVE GROUP, INC. XXXXXX METAL PRODUCTS CO.
By: By:
----------------------------------- ----------------------------------
Its: Its:
---------------------------------- ----------------------------------
COMERICA BANK, as Agent and Bank LASALLE BANK NATIONAL ASSOCIATION
(formerly LaSalle National Bank)
By: By:
----------------------------------- ----------------------------------
Its: Its:
---------------------------------- ----------------------------------
NATIONAL BANK OF CANADA, PARIBAS
NEW YORK BRANCH
By: By:
----------------------------------- ----------------------------------
Its: Its:
---------------------------------- ---------------------------------
And And
By: By:
----------------------------------- ----------------------------------
Its: Its:
---------------------------------- ----------------------------------
MICHIGAN NATIONAL BANK BANK BOSTON, N.A.
By: By:
----------------------------------- ----------------------------------
Its: Its:
---------------------------------- ----------------------------------
DRESDNER BANK AG NEW YORK AND
GRAND CAYMEN BRANCHES
By:
-----------------------------------
Its:
----------------------------------
And
By:
----------------------------------
Its:
----------------------------------
Page 20
