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EXHIBIT 10.1(h)
SEVENTH AMENDMENT
TO CREDIT AGREEMENT
This Seventh Amendment to Credit Agreement dated as of September 29,
2000 by and between TALON AUTOMOTIVE GROUP, INC., a Michigan corporation
("TAG"), VELTRI METAL PRODUCTS CO., a Nova Scotia corporation ("Veltri")
(Veltri, 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, and a certain Sixth Amendment to Credit
Agreement dated as of August 11, 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 definition of "Covenant Waiver Period" appearing in Article 1
of the Agreement is hereby amended and restated in its entirety as follows:
"'Covenant Waiver Period' shall mean the period commencing
retroactively, as of June 30, 2000 and ending as of close of business
on October 27, 2000."
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.
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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
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.
5.2 Borrowers: (a) 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; and (b) shall not make any prepayment
of any obligations under the Senior Subordinated Notes or other Senior
Subordinated Debt Documents during the Covenant Waiver Period or thereafter
until after close of business October 31, 2000.
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.
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<S> <C>
TALON AUTOMOTIVE GROUP, INC. VELTRI METAL
PRODUCTS CO.Z
By: /s/ David J. Woodward By: /s/ David J. Woodward
------------------------------------ ------------------------------------------------
Its: Vice President Its: Vice President
----------------------------------- -----------------------------------------------
COMERICA BANK, as Agent and Bank LASALLE BANK NATIONAL
ASSOCIATION (formerly LaSalle National
Bank)
By: /s/ Russell A. Stokes By: /s/ Natalie A. Petrie
------------------------------------ ------------------------------------------------
Its: Vice President Its: Commercial Banking Officer
----------------------------------- -----------------------------------------------
NATIONAL BANK OF CANADA, PARIBAS
NEW YORK BRANCH
By: /s/ Jeffrey C. Angel By: /s/ Brian F. Hewett
------------------------------------ ------------------------------------------------
Its: Vice President Its: Vice President
----------------------------------- -----------------------------------------------
And And
By: /s/ Duane K. Bedard By:
------------------------------------ ------------------------------------------------
Its: Vice President 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:
-----------------------------------
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