<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
------------------------------
MASLAND CORPORATION
(NAME OF SUBJECT COMPANY)
PA ACQUISITION CORP.
LEAR CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
574806105
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES H. VANDENBERGHE
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(810) 746-1500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copy to:
JOHN L. MACCARTHY, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
SUITE 4200
CHICAGO, ILLINOIS 60601
(312) 558-5600
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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Transaction Valuation* Amount of Filing Fee
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<S> <C>
$384,865,636.94 $76,973.12
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</TABLE>
* Estimated solely for purposes of calculating the amount of filing fee. The
amount assumes the purchase of 15,473,597 shares of Common Stock, par value
$.01 per share of the Subject Company (together with the associated preferred
stock purchase rights, the "Shares"), comprised of (i) the 13,590,393 Shares
that were outstanding as of May 23, 1996 and (ii) 1,883,204 Shares that would
be issued assuming the exercise as of May 23, 1996 of all the then
outstanding stock options and warrants to acquire Shares pursuant to the
Subject Company's 1991 Stock Purchase and Option Plan, 1993 Stock Option
Incentive Plan and Non-Employee Director Stock Option Plan (the "Stock Option
Shares"), at a price per Share of $26.00 in cash, less $17,447,885.06
representing the number of Stock Option Shares multiplied by an average
exercise price of $9.265 applicable to the stock options and warrants
relating to the Stock Option Shares.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID:
$76,973.12 FILING PARTY: PA ACQUISITION CORP.
LEAR CORPORATION
FORM OR REGISTRATION NO.:
SCHEDULE 14D-1 DATE FILED: MAY 30, 1996
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<PAGE> 2
Lear Corporation, a Delaware corporation ("Parent"), and PA Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the
"Purchaser"), hereby amend and supplement their Tender Offer Statement on
Schedule 14D-1, filed on May 30, 1996 (as amended, the "Schedule 14D-1"),
relating to the offer by the Purchaser and Parent to purchase all of the
outstanding shares of Common Stock, par value $.01 per share (together with the
associated rights to purchase Series A Junior Participating Preferred Stock, par
value $.01 per share, the "Shares") of Masland Corporation, a Delaware
corporation (the "Company"), as set forth in this Amendment No. 5. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1 under the Securities Exchange Act of 1934, as amended.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The requisite Lenders under Parent's Credit Agreement have approved the
Credit Agreement Amendment which, among other things, modifies the Credit
Agreement to permit the Offer and the Merger. A copy of the Credit Agreement
Amendment is attached hereto as Exhibit (b)(2) and is incorporated herein by
reference. On June 17, 1996, Parent issued a press release regarding the
approval of the Credit Agreement Amendment, a copy of which is attached hereto
as Exhibit(a)(13) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following exhibit:
(a)(13) Text of Press Release, dated June 17, 1996, issued by Parent.
(b)(2) Second Amendment and Consent dated as of May 28, 1996 to the Credit
Agreement dated as of August 17, 1995, as amended, among Parent, the financial
institutions party thereto, Chemical Bank, or Administrative Agent, and the
Managing Agents, Co-Agents and Lead Managers identified therein.
2
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 17, 1996 PA ACQUISITION CORP.
By: /s/ James H. Vandenberghe
------------------------------------
Name: James H. Vandenberghe
Title: Executive Vice President and
Chief Financial Officer
LEAR CORPORATION
By: /s/ James H. Vandenberghe
------------------------------------
Name: James H. Vandenberghe
Title: Executive Vice President and
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C> <C>
99.1(a)* -- Offer to Purchase dated May 30, 1996.
99.2(a)* -- Letter of Transmittal.
99.3(a)* -- Notice of Guaranteed Delivery.
99.4(a)* -- Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
99.5(a)* -- Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and
Other Nominees.
99.6(a)* -- Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
99.7(a)* -- Form of Summary Advertisement dated May 30, 1996.
99.8(a)* -- Text of Press Release, dated May 24, 1996, issued by the Company and Parent.
99.9(a)* -- Text of Press Release, dated May 30, 1996, issued by Parent.
99.10(a)* -- Letter to Participants in the Masland Associates Security Plan.
99.11(a)* -- Text of Press Release, dated June 10, 1996, issued by Parent.
99.12(a)* -- Text of Press Release, dated June 12, 1996, issued by Parent.
99.13(a) -- Text of Press Release, dated June 17, 1996, issued by Parent.
99.1(b)* -- Credit Agreement, dated as of August 17, 1995, among Parent, the financial
institutions party thereto, Chemical Bank, as Administrative Agent, and the
Managing Agents, Co-Agents and Lead Managers named therein, as amended.
99.2(b) -- Second Amendment and Consent dated as of May 28, 1996 to the Credit Agreement
dated as of August 17, 1995, as amended, among Parent, the financial
institutions party thereto, Chemical Bank, or Administrative Agent, and the
Managing Agents, Co-Agents and Lead Managers identified therein.
99.1(c)* -- Agreement and Plan of Merger, dated as of May 23, 1996, by and among Parent,
the Purchaser and the Company.
99.2(c)* -- Stockholders Agreement, dated as of May 23, 1996, among Parent, the
Purchaser, William J. Branch, Larry W. Owen and Darrell F. Sallee.
99.3(c)* -- Confidentiality and Standstill Agreement, dated as of March 14, 1996, between
and among the Company, and its subsidiaries, and Parent, and its
subsidiaries.
99.4(c)* -- Agreement to Negotiate Exclusively, dated as of May 2, 1996, by and between
Parent and the Company.
99.5(c)* -- Termination, Consulting and Noncompete Agreement, dated May 29, 1996, among
Parent, the Purchaser and William J. Branch.
99.6(c)* -- Employment agreement, dated as of May 29, 1996, between the Company and Dr.
Frank J. Preston.
99.1(d) -- None.
99.1(e) -- Not applicable.
99.1(f) -- None.
99.1(g)* -- Text of Press Release, dated June 4, 1996, issued by the Company.
</TABLE>
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* Previously filed.
4
<PAGE> 1
EXHIBIT 99.13(A)
LEAR CORPORATION OBTAINS BANK GROUP APPROVAL
TO PURCHASE MASLAND COMMON STOCK
SOUTHFIELD, MICH, JUNE 17/PRNEWSWIRE/ -- Lear Corporation (NYSE: LEA)
announced today that the Company's bank group approved modifications to Lear's
$1.475 billion credit facility which, among other things, allow the Company to
purchase all of the outstanding common stock (including the associated preferred
stock purchase rights) of Masland Corporation (NASDAQ:MSLD). The Company plans
to utilize available borrowings under this credit facility to fund the
acquisition.
As previously announced, the waiting period for this acquisition under the
Hart-Scott-Rodino Antitrust Improvements Act has expired. Therefore, two
significant conditions to the consummation of the Masland tender offer have been
satisfied.
A Fortune 500 Company, Lear Corporation is the world's largest independent
supplier of automotive interior systems, with 1995 sales of $4.7 billion. In
1995, Lear was the third largest independent automotive supplier in North
America and the tenth largest in the world. The company's world-class products
are manufactured by more than 36,000 employees in 108 facilities located in 19
countries.
-0- 6/17/96
/CONTACT: Media, Leslie A. Touma, 810-746-1678, or Analysts, Jonathan
Peisner, 810-746-1624, both of Lear/
<PAGE> 1
EXHIBIT 99.2(b)
SECOND AMENDMENT AND CONSENT
SECOND AMENDMENT AND CONSENT, dated as of May 28, 1996 (this
"Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended,
supplemented or otherwise modified, the "Credit Agreement"), among Lear
Corporation (f/k/a Lear Seating Corporation), a Delaware corporation (the
"Borrower"), the several financial institutions parties thereto (the "Banks"),
Chemical Bank, as administrative agent for the Banks (in such capacity, the
"Agent"), and the Managing Agents, Co-Agents and Lead Managers identified
therein.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Banks have
agreed to make, and have made, extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that certain provisions of
the Credit Agreement and other Loan Documents be modified in the manner
provided for in this Amendment, and the Banks are willing to agree to such
modifications as provided for in this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
2. Amendments to Credit Agreement. (a) Subsection 1.1
of the Credit Agreement is hereby amended by adding the following new
definitions in correct alphabetical order:
"`A Credit' and `A Credits': as defined in subsection
2.18(a).
`A Credit Amounts': as defined in subsection 2.18(c).
`Additional Credit Facility': a revolving credit facility in
which lenders agree to make available to the Borrower loans in an
aggregate outstanding principal amount not to exceed $300,000,000
which shall have a final maturity no earlier than September 30, 2001
and shall contain substantially similar representations, warranties,
covenants and events of default as those contained in this Agreement,
as such credit facility is amended, supplemented or otherwise modified
from time to time. The Additional Credit Facility may be secured by
the Security Documents and may be guaranteed by the
<PAGE> 2
2
Subsidiary Guarantee, the Additional Subsidiary Guarantee and any
other guarantees that also guarantee the Borrower's obligations
hereunder.
`B Credit' and `B Credits': as defined in subsection 2.18(a).
`B Credit Amounts': as defined in subsection 2.18(c).
`Masland': Masland Corporation, a Delaware corporation.
`Masland Margin Stock Collateral': as defined in subsection
2.18(a).
`Masland Merger': the merger of a Wholly Owned Subsidiary of
the Borrower with and into Masland pursuant to the Agreement and Plan
of Merger, dated May 23, 1996, by and among the Borrower, PA
Acquisition Corp. and Masland, as the same has been or will be
amended, supplemented or otherwise modified from time to time."
(b) Section 2 of the Credit Agreement is hereby amended by
inserting the following new subsection 2.18 to such Section:
"2.18 Regulation U and Regulation G Prior to Masland Merger.
(a) The Loans made by each Bank shall at all times prior to the
Masland Merger be treated for purposes of Regulation U and Regulation
G, as applicable, as two separate extensions of credit (the "A Credit"
and the "B Credit" of such Bank and, collectively, the "A Credits" and
the "B Credits"), as follows:
(i) the aggregate amount of the A Credit of such Bank shall
be an amount equal to such Bank's pro rata share (based on the amount
of its Commitment Percentage) of the maximum loan value (as determined
in accordance with Regulation U and Regulation G, as applicable), of
the shares of capital stock of Masland constituting Collateral (such
shares, the "Masland Margin Stock Collateral"); and
(ii) the aggregate amount of the B Credit of such Bank shall
be an amount equal to such Bank's pro rata share (based on the amount
of its Commitment Percentage) of all Loans outstanding hereunder
minus such Bank's A Credit.
In the event that any Masland Margin Stock Collateral is acquired or
sold, the amount of the A Credit of such Bank shall be adjusted (if
necessary), to the extent necessary by prepayment, to an amount equal
to such Bank's pro rata share (based on the amount of its Commitment
Percentage) of the maximum loan value (determined in accordance with
Regulation U and Regulation G, as applicable, as of the date of such
acquisition or sale) of the Masland Margin Stock Collateral
immediately after giving effect to such acquisition or sale. Nothing
contained in this subsection 2.18 shall be deemed to
<PAGE> 3
3
permit any sale of Masland Margin Stock Collateral in violation of
subsection 8.5 or 8.6.
(b) Each Bank will maintain its records to identify the A
Credit of such Bank and the B Credit of such Bank, and, solely for the
purposes of complying with Regulation U and Regulation G, as
applicable, the A and B Credits shall be treated as separate
extensions of credit. Each Bank hereby represents and warrants that
the loan value of the Collateral (other than the Masland Margin Stock
Collateral) is sufficient for such Bank to lend its pro rata share of
the B Credit.
(c) The benefits of the direct and indirect security in the
Masland Margin Stock Collateral created by the Loan Documents shall be
allocated first to the benefit and security of the payment of
the principal of and interest on the A Credits of the Banks and of all
other amounts payable by the Borrower under this Agreement in
connection with the A Credits (collectively, the "A Credit Amounts")
and second, only after the payment in full of the A Credit
Amounts, to the benefit and security of the payment of the principal
of and interest on the B Credits of the Banks and of all other amounts
payable by the Borrower under this Agreement in connection with the B
Credits (collectively, the "B Credit Amounts"). The benefits of
the direct and indirect security in the Collateral (other than the
Masland Merger Stock Collateral) created by the Loan Documents, shall
be allocated first to the benefit and security of the B Credit Amounts
and second, only after the payment in full of the B Credit Amounts, to
the benefit and security of the A Credit Amounts.
(d) The Borrower shall furnish to each Bank at the time of
each acquisition and sale of Masland Margin Stock Collateral such
information and documents as the Agent or such Bank may require to
determine the A and B Credits, and at any time and from time to time,
such other information and documents as the Agent or such Bank may
reasonably require to determine compliance with Regulation U or
Regulation G, as applicable.
(e) Each Bank shall be responsible for its own compliance
with and administration of the provisions of this subsection 2.18 and
Regulation U or Regulation G, as applicable, and the Agent shall have
no responsibility for any determinations or allocations made or to be
made by any Bank as required by such provisions. The Agent shall
transmit to the Borrower on behalf of a Bank any requests made by such
Bank pursuant to subsection 2.18(d) and shall transmit from the
Borrower to such Bank or the Banks any information provided by the
Borrower in response to inquiries made under subsection 2.18(d) or
otherwise required to be delivered by the Borrower to the Banks
pursuant to this subsection 2.18.
(f) In making the calculations and allocations required by
this subsection, the amount of the Additional Credit Facility shall be
deemed to be secured by the Collateral, and
<PAGE> 4
4
both the Obligations and the outstanding obligations under the
Additional Credit Facility shall be required to be secured directly or
indirectly by Collateral having a maximum loan value at least equal to
the aggregate amount of the Obligations and the outstanding
obligations under the Additional Credit Facility."
(c) Section 7 of the Credit Agreement is hereby amended by
inserting the following new subsection 7.13 to such Section:
"7.13 Consummation of the Masland Merger. The Borrower shall
cause the Masland Merger to be consummated in accordance with
subsection 8.5(g) as soon as practicable after the date the Borrower
or its Subsidiaries acquire more than 50% of the capital stock of
Masland and prior to 180 days after such date."
(d) Subsection 8.2 of the Credit Agreement is hereby
amended by (i) deleting paragraph (a) of such subsection in its entirety and
inserting in lieu thereof the following:
"(a) (i) Indebtedness in respect of the Loans, the Notes, the
Letters of Credit and other obligations arising under this Agreement
and, without duplication, Indebtedness of the Borrower and
Subsidiaries to the extent backed by Letters of Credit, and (ii)
Indebtedness in respect of the loans and other liabilities and
obligations arising under the Additional Credit Facility;";
(ii) deleting the text of paragraphs (g), (i), (j), (k), (l), (n), (o), (p),
(q) and (r) of such subsection in their entirety and substituting in lieu of
such text in each such paragraph "[Reserved]"; (iii) deleting the word "and" at
the end of paragraph (u) of such subsection; and (iv) deleting paragraph (v) of
such subsection in its entirety and inserting in lieu thereof the following:
"(v) Indebtedness of Special Entities permitted to be acquired
pursuant to subsection 8.5 existing on the date such Special Entities
are acquired, and any refinancings thereof;
(w) Indebtedness incurred by all Foreign Subsidiaries
organized under the laws of France, Germany, Austria, Mexico, Sweden,
Finland, Canada, Poland, Brazil, Argentina, South Africa, Indonesia,
Thailand, Australia or the United Kingdom in an aggregate principal
amount not to exceed $280,000,000 at any one time outstanding; and
(x) additional Indebtedness not otherwise permitted by
paragraphs (a) through (w) above, provided that the aggregate amount
of such Indebtedness does not exceed $75,000,000 at any one time
outstanding."
<PAGE> 5
5
(e) Subsection 8.3(h) of the Credit Agreement is hereby
amended by deleting the reference "subsection 8.2(f), (g), (i), (j), (k), (l),
(m), (n), (o), (p), (q), (r), (s), (t), (u) and (v)" contained in such
subsection and inserting in lieu thereof the reference "subsection 8.2(f), (m),
(s), (t), (u), (v), (w) and (x)".
(f) Subsection 8.4 of the Credit Agreement is hereby amended
by (i) deleting the amount "$50,000,000" contained in paragraph (b) of such
subsection and inserting in lieu thereof the amount "$60,000,000" and (ii)
deleting the amount "$70,000,000" contained in paragraph (c) of such subsection
and inserting in lieu thereof the amount "$100,000,000".
(g) Subsection 8.5 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of paragraph (e) of such subsection
and (ii) deleting paragraph (f) of such subsection in its entirety and
inserting in lieu thereof the following:
"(f) the Borrower and its Subsidiaries may acquire any
Special Entities, provided that the aggregate purchase price of such
acquisitions does not exceed $150,000,000 (less, in the case such
Special Entities that become Subsidiaries of the Borrower, the
aggregate amount of Indebtedness of such Special Entities at the time
such Special Entities are acquired) per fiscal year; and provided,
further, that up to $25,000,000 of any such permitted amount which is
not expended in any fiscal year may be carried over for such
acquisitions in any subsequent fiscal year; and provided, still,
further, that no more than $75,000,000 per fiscal year of any such
permitted amount may be expended to acquire stock or other evidence of
beneficial ownership of Special Entities that do not become
Subsidiaries of the Borrower.
(g) the Borrower or any Wholly Owned Subsidiary of the
Borrower that has executed and delivered either the Subsidiary
Guarantee or a Guarantor Supplement and whose capital stock has been
pledged to the Agent, for the ratable benefit of the Banks, pursuant
to a pledge agreement in form and substance satisfactory to the Agent
may acquire, directly or indirectly, the capital stock of Masland and
effect the merger of Masland with such Wholly Owned Subsidiary;
provided that (i) such acquisition and merger are on terms (A)
satisfactory to the Agent and (B) not materially different from the
terms of the Agreement and Plan of Merger, dated May 23, 1996, by and
among the Borrower, PA Acquisition Corp. and Masland, (ii) before and
after giving effect to such acquisition, no Default or Event of
Default shall have occurred and be continuing and (iii) at the time of
such acquisition, the Agent shall have received such legal opinions of
counsel to the Borrower as the Agent shall reasonably request in
respect of such acquisition and the transactions under this Agreement
accompanying such acquisition."
<PAGE> 6
6
(h) Subsection 8.6(e) of the Credit Agreement is hereby
amended by adding (i) the phrase "and the commitments under the Additional
Credit Facility" immediately following the phrase "the Commitments" contained
in such subsection and (ii) the words "pro rata" immediately following the
phrase "simultaneously reduced" contained in such subsection.
(i) Subsection 8.8 of the Credit Agreement is hereby amended
by deleting the table contained therein and inserting in lieu thereof the
following table:
<TABLE>
<CAPTION>
"Fiscal Year Amount
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<S> <C>
1996 $185,000,000
1997 $150,000,000
1998 $160,000,000
1999 $135,000,000
2000 $110,000,000
2001 $110,000,000;"
</TABLE>
(j) Subsection 8.9 of the Credit Agreement is hereby
amended by (i) adding the phrase ", loans, acquisitions" immediately following
the word "investments" contained in paragraph (f) of such subsection; (ii)
deleting the word "and" at the end of paragraph (t) of such subsection; (iii)
deleting the period at the end of paragraph (u) of such subsection and
inserting in lieu thereof the word "; and"; and (iv) adding the following to
the end of such subsection:
"(v) the acquisition, directly or indirectly, of the capital
stock of Masland, provided that (i) such acquisition is on terms (A)
satisfactory to the Agent and (B) not materially different from the
terms of the Agreement and Plan of Merger, dated May 23, 1996, by and
among the Borrower, PA Acquisition Corp. and Masland and (ii) before
and after giving effect to such acquisition, no Default or Event of
Default shall have occurred and be continuing;
(w) investments or loans by the Borrower or its
Subsidiaries to any Subsidiary which was permitted to be acquired
pursuant to subsection 8.5; provided that (i) such Subsidiary,
unless it is a Foreign Subsidiary, shall have executed and delivered
a Guarantor Supplement and the capital stock of such Subsidiary shall
have been pledged to the Agent, for the ratable benefit of the Banks,
pursuant to a pledge agreement in form and substance satisfactory to
the Agent and (ii) the proceeds of such investments or loans are used
to refinance such Subsidiary's outstanding Indebtedness; and
(x) investments, loans and advances of any Subsidiary
which was permitted to be acquired pursuant to subsection 8.5 which
are in existence on the date such Subsidiary is acquired by the
Borrower or its Subsidiaries."
<PAGE> 7
7
(k) Subsection 8.18 of the Credit Agreement is hereby amended
by deleting the references to "Guarantee Supplement" contained therein and
inserting in lieu thereof the reference "Guarantor Supplement".
3. Consents and Agreements. (a) Pursuant to subsection
10.4 of the Credit Agreement, the Banks hereby instruct the Agent to enter into
(i) such modifications to the Security Agreements, the Pledge Agreements and
the Mortgages as the Agent reasonably determines to be necessary to permit the
Liens granted pursuant to such documents to secure equally and ratably the
liabilities and obligations of the Borrower and its Subsidiaries under the
Additional Credit Facility, (ii) such modifications to the Subsidiary Guarantee
and the Additional Subsidiary Guarantee as the Agent reasonably determines to
be necessary to cause such guarantees to guarantee, on a pari passu basis, the
liabilities and obligations of the Borrower and its Subsidiaries under the
Additional Credit Facility and (iii) an Intercreditor Agreement, in form and
substance satisfactory to the Agent, pursuant to which the Agent will agree
with the agent under the Additional Credit Facility that notwithstanding
anything to the contrary in the Credit Agreement (A) proceeds of the security
documents and guarantees described in clauses (i) and (ii) above will be
applied as set forth in such clauses and (B) the Agent will take such actions
under such security documents and guarantees as shall be directed by Banks
under the Credit Agreement and lenders under the Additional Credit Facility
holding more than 50% of the aggregate unpaid amount of loans and reimbursement
obligations under the Credit Agreement and the Additional Credit Facility (the
"Instructing Group"), provided that any release of any collateral or any
guarantee shall be effected only if permitted by subsection 11.1 of the Credit
Agreement; and such Intercreditor Agreement will contain such other provisions
not inconsistent with the foregoing as the Agent shall deem reasonable and
appropriate. Pursuant to subsection 10.4 of the Credit Agreement, the Banks
hereby instruct the Agent to follow the instructions of the Instructing Group
in connection with actions to be taken pursuant to the Security Documents, the
Subsidiary Guarantee and the Additional Subsidiary Guarantee.
(b) The Banks consent that, notwithstanding the provisions of
subsection 8.18 of the Credit Agreement, the Borrower shall not have to cause
(i) Masland and its Subsidiaries to execute and deliver Guarantor Supplements
or (ii) the common stock of Subsidiaries of Masland to be pledged to the Agent,
for the ratable benefit of the Banks; provided that (A) upon the Borrower or
its Subsidiaries acquiring any shares of capital stock of Masland, the Borrower
shall cause such shares to be pledged to the Agent, for the ratable benefit of
the Banks and the banks parties to the Additional Credit Facility, pursuant to
a pledge agreement in form and substance satisfactory to the Agent, (B) within
15 days after the effectiveness of the Masland Merger, the Borrower shall cause
each of Masland's material domestic subsidiaries (as determined by the Agent)
to execute and deliver a Guarantor Supplement and to have its common stock
pledged to the Agent, for the ratable benefit of the Banks and the banks
parties to the Additional Credit Facility,
<PAGE> 8
8
pursuant to a pledge agreement in form and substance satisfactory to the Agent
and (C) the Agent shall receive such legal opinions of counsel to the Borrower
as the Agent shall reasonably request in respect of the actions described in
the foregoing clauses (A) and (B).
4. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which the
Agent shall have received this Amendment duly executed and delivered by the
Borrower, the Agent and the Required Banks.
5. Representations and Warranties. The Borrower
represents and warrants that the representations and warranties made by the
Borrower in the Loan Documents are true and correct in all material respects on
and as of the Amendment Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Amendment
Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date.
6. Payment of Expenses. The Borrower agrees to pay or
reimburse the Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment and any other documents prepared in
connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Agent.
7. No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of the
Credit Agreement, the Notes and the other Loan Documents are and shall remain
in full force and effect.
8. Governing Law; Counterparts. (a) This Amendment and
the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York.
(b) This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
<PAGE> 9
9
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
LEAR CORPORATION
By:
---------------------------
Title:
CHEMICAL BANK, as Agent and as a
Bank
By:
---------------------------
Title:
ABN AMRO BANK N.V.
By:
----------------------------
Title:
By:
----------------------------
Title:
THE ASAHI BANK, LTD.
By:
----------------------------
Title:
BANK AUSTRIA
By:
----------------------------
Title:
BANKERS TRUST COMPANY
By:
----------------------------
Title:
BANK OF AMERICA ILLINOIS
By:
----------------------------
Title:
<PAGE> 10
10
BANK OF MONTREAL
By:
----------------------------
Title:
THE BANK OF NEW YORK
By:
----------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
----------------------------
Title:
THE BANK OF TOKYO TRUST COMPANY
By:
----------------------------
Title:
BANQUE PARIBAS
By:
----------------------------
Title:
By:
----------------------------
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
----------------------------
Title:
CIBC INC.
By:
----------------------------
Title:
CITICORP USA, INC.
By:
----------------------------
Title:
<PAGE> 11
11
COMERICA BANK
By:
----------------------------
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
----------------------------
Title:
By:
----------------------------
Title:
COOPERATIEVE CENTRALE RAIFFEISEN -
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
----------------------------
Title:
By:
----------------------------
Title:
CREDITANSTALT CORPORATE FINANCE,
INC.
By:
----------------------------
Title:
By:
----------------------------
Title:
CREDIT LYONNAIS CHICAGO BRANCH
By:
----------------------------
Title:
CREDIT LYONNAIS CAYMAN ISLANDS
BRANCH
By:
----------------------------
Title:
<PAGE> 12
12
THE DAI-ICHI KANGYO BANK, LTD.
By:
----------------------------
Title:
DEUTSCHE BANK AG, CHICAGO AND/OR
CAYMAN ISLANDS BRANCHES
By:
----------------------------
Title:
By:
----------------------------
Title:
DRESDNER BANK AG, CHICAGO AND GRAND
CAYMAN BRANCHES
By:
----------------------------
Title:
By:
----------------------------
Title:
FIRST AMERICAN NATIONAL BANK
By:
----------------------------
Title:
FIRST BANK NATIONAL ASSOCIATION
By:
----------------------------
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
----------------------------
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:
----------------------------
Title:
<PAGE> 13
13
THE FUJI BANK, LIMITED
By:
----------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.,
CHICAGO BRANCH
By:
----------------------------
Title:
ISTITUTO BANCARIO SAN PAOLO
DI TORNIO SPA
By:
----------------------------
Title:
By:
----------------------------
Title:
KREDIETBANK N.V.
By:
----------------------------
Title:
By:
----------------------------
Title:
LEHMAN COMMERCIAL PAPER INC.
By:
----------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., CHICAGO BRANCH
By:
----------------------------
Title:
THE MITSUBISHI BANK, LIMITED
(CHICAGO BRANCH)
By:
----------------------------
Title:
<PAGE> 14
14
THE MITSUBISHI TRUST & BANKING
CORPORATION, CHICAGO BRANCH
By:
----------------------------
Title:
MITSUI TRUST & BANKING COMPANY,
LIMITED, NEW YORK BRANCH
By:
----------------------------
Title:
NATIONAL BANK OF CANADA
By:
----------------------------
Title:
By:
----------------------------
Title:
NATIONSBANK, N.A. (CAROLINAS)
By:
----------------------------
Title:
NBD BANK
By:
----------------------------
Title:
THE NIPPON CREDIT BANK, LTD.
By:
----------------------------
Title:
ROYAL BANK OF CANADA
By:
----------------------------
Title:
THE ROYAL BANK OF SCOTLAND, PLC.
By:
----------------------------
Title:
<PAGE> 15
15
THE SAKURA BANK, LIMITED
By:
----------------------------
Title:
THE SANWA BANK, LIMITED, CHICAGO
BRANCH
By:
----------------------------
Title:
SOCIETE GENERALE, CHICAGO BRANCH
By:
----------------------------
Title:
SOCIETY NATIONAL BANK
By:
----------------------------
Title:
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By:
----------------------------
Title:
By:
----------------------------
Title:
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By:
----------------------------
Title:
THE TOKAI BANK, LTD. (CHICAGO
BRANCH)
By:
----------------------------
Title:
<PAGE> 16
16
THE TOYO TRUST AND BANKING
COMPANY, LIMITED
By:
----------------------------
Title:
VIA BANQUE
By:
----------------------------
Title:
By:
----------------------------
Title:
WESTPAC BANKING CORPORATION
By:
----------------------------
Title:
THE YASUDA TRUST & BANKING COMPANY,
LTD.
By:
----------------------------
Title:
<PAGE> 17
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations as guarantors under (a)
the Subsidiary Guarantee, dated as of August 17, 1995, made by LS Acquisition
Corp. No. 14, Lear Seating Holdings Corp. No. 50, Progress Pattern Corp., Lear
Corporation Mendon (f/k/a Lear Plastics Corp.), LS Acquisition Corporation No.
24, Fair Haven Industries, Inc. and Automotive Industries Manufacturing Inc.
(as successor by merger to AIHI Acquisition Corp. and Automotive Industries
Holding, Inc.) in favor of the Agent as supplemented by (i) the Guarantor
Supplement, dated September 12, 1995, by ASAA, Inc., (ii) the Guarantor
Supplement, dated December 18, 1995, by Automotive Industries Manufacturing
Inc. and (iii) the Guarantor Supplement, dated May 24, 1996, by PA Acquisition
Corp. and (b) the Additional Subsidiary Guarantee, dated as of December 19,
1995, made by Lear Operations Corporation and NAB Corporation in favor of the
Agent hereby (i) consents to the transaction contemplated by this Amendment and
(ii) acknowledges and agrees that the guarantees contained in such Subsidiary
Guarantee as supplemented by such Guarantor Supplements and such Additional
Subsidiary Guarantee (and all collateral security therefor) are, and shall
remain, in full force and effect after giving effect to this Amendment and all
prior modifications to the Credit Agreement.
LS ACQUISITION CORP., NO. 14
By:
----------------------------
Title:
LEAR SEATING HOLDINGS CORP.
NO. 50
By:
----------------------------
Title:
PROGRESS PATTERN CORP.
By:
----------------------------
Title:
LEAR CORPORATION MENDON
By:
----------------------------
Title:
<PAGE> 18
2
LS ACQUISITION CORPORATION
NO. 24
By:
----------------------------
Title:
FAIR HAVEN INDUSTRIES, INC.
By:
----------------------------
Title:
ASSA, INC.
By:
----------------------------
Title:
AUTOMOTIVE INDUSTRIES
MANUFACTURING INC.
By:
----------------------------
Title:
LEAR OPERATIONS CORPORATION
By:
----------------------------
Title:
NAB CORPORATION
By:
----------------------------
Title:
PA ACQUISITION CORP.
By:
----------------------------
Title:
