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EXHIBIT 10.1(g)
SIXTH AMENDMENT TO CREDIT AGREEMENT DATED 4/28/98
This Sixth Amendment to Credit Agreement dated as of August 11, 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, a certain Third Amendment to Credit
Agreement dated as of December 30, 1999, a certain Fourth Amendment to Credit
Agreement dated as of February 15, 2000 and a certain Fifth Amendment to Credit
Agreement dated as of June 27, 2000 (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 definitions are hereby added to Article 1 of the
Agreement by inserting them in correct alphabetical sequence among the existing
definitions therein:
"'Sixth 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 Sixth Amendment to Credit Agreement dated as of
August 11, 2000 between Borrowers, Agent and Banks have been satisfied
in accordance with Section 5.1 thereof."
"'Covenant Waiver Period' shall mean the period commencing
retroactively, as of June 30, 2000 and ending as of close of business
on September 29, 2000."
2.2 Section 1.16 of the Agreement is hereby amended and restated in its
entirety as follows:
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"1.16 Borrowing Base shall mean, as of any date, the sum of:
(a) eighty five percent (85%) of the value of Eligible
Accounts Receivable, plus
(b) fifty percent (50%) of the value of Eligible
Inventory, plus
(c) the lesser of Fifteen Million Dollars ($15,000,000)
or fifty percent (50%) of the Eligible Tooling Invoices, plus
(d) seventy five percent (75%) of the net realizable
value of Eligible Real Estate, to the extent Agent has
obtained an appraisal in form and content satisfactory to
Agent identifying the net realizable value for such Eligible
Real Estate, plus
(e) eighty percent (80%) of the forced liquidation
value of Eligible Equipment, to the extent Agent has obtained
an appraisal in form and content satisfactory to Agent for
such Eligible Equipment, plus (ii) sixty percent (60%) of the
net book value (adjusted monthly upon the delivery of
financial statements) of Eligible Equipment acquired after the
last delivery of an appraisal of Eligible Equipment,
satisfactory to Agent."
3. WAIVER
3.1 For the Covenant Waiver Period only, Agent and the Banks
hereby waive Borrowers' failure to comply with the covenants set forth in
Section 10.4(a) and 10.4(c) of the Agreement as of the fiscal quarter ended June
30, 2000 any Default or Event of Default arising as a result of a breach such
covenants; provided however that this waiver shall automatically terminate upon
expiration of the Covenant 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.
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
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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
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 Agent, for the
distribution to the Banks, of an amendment and waiver fee in the amount of .05
percent of the Revolving Commitment. Agent shall provide Banks with notice of
the date upon which this Amendment becomes effective.
5.2 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.
5.3 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.
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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 BANK NATIONAL
ASSOCIATION (formerly 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:
------------------------------ ------------------------------
Its: Its:
----------------------------- -----------------------------
And And
By: By:
------------------------------ ------------------------------
Its: Its:
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MICHIGAN NATIONAL BANK BANK BOSTON, N.A.
By: By:
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Its: Its:
----------------------------- -----------------------------
And
By: By:
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Its: Its:
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DRESDNER BANK AG NEW YORK AND
GRAND CAYMEN BRANCHES
By: By:
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Its: Its:
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And
By: By:
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Its: Its:
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