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EXHIBIT 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of December 23, 1999 (this "Amendment"), is among Oxford Automotive,
Inc., a Michigan corporation (the "Company"), the Borrowing Subsidiaries (the
"Borrowing Subsidiaries", and collectively with the Company, the "Borrowers")
and the Lenders set forth on the signature pages hereof (collectively, the
"Lenders") and BANK ONE, MICHIGAN, a Michigan banking corporation, formerly
known as NBD Bank, as agent for the Lenders (in such capacity, the "Agent").
RECITALS
A. The Borrowers, the Agent and the Lenders are parties to an
Amended and Restated Credit Agreement dated as of May 14, 1999 (the "Credit
Agreement").
B. The Borrowers desire to amend the Credit Agreement, and the
Agent and the Lenders are willing to do so strictly in accordance with the terms
hereof.
TERMS
In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
Upon fulfillment of the conditions set forth in Article III
hereof, the Credit Agreement shall be amended as follows:
1.1 The following new definitions are added to Section 1.1 in
appropriate alphabetical order:
"Canadian Support Release Date" shall mean the date on which
each of the following conditions is satisfied, as determined by the Agent: (a)
no Default or Event of Default has occurred and is continuing as of such date;
(b) the holders of the Subordinated Debt shall have agreed to release on such
date all Contingent Liabilities of any of the Canadian Subsidiaries with respect
to the Subordinated Debt; (c) the Mexican Facility Tranche A Lenders shall have
agreed to limit the Contingent Liabilities of the Canadian Subsidiaries with
respect to the Mexican Facilities Obligations on such date in the same manner as
the Lenders are agreeing to limit the Contingent Liabilities of the Canadian
Subsidiaries pursuant to the Loan Documents as described in the last sentence of
Section 2.11; (d) the terms and conditions of the agreements of the holders of
the Subordinated Debt and the Mexican Facility Tranche A Lenders described in
the foregoing clauses (b) and (c) shall be reasonably satisfactory to the Agent
and, without limitation, such agreement by the Mexican Facility Tranche A
Lenders shall not require the payment of any fee or other consideration by the
Company or any of its Subsidiaries; and (e) such a date is on or prior to June
30, 2000.
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"First Amendment" shall mean the First Amendment to Amended
and Restated Credit Agreement dated December 23, 1999 among the Borrowers, the
Lenders and the Agent.
"First Amendment Effective Date" shall mean the date the First
Amendment is effective.
1.2 The definition of "Borrowing Base" in Section 1.1 is amended
by adding the following paragraph to the end thereof:
Notwithstanding anything herein to the contrary, on and after
the Canadian Support Release Date, the aggregate amount of the
Borrowing Base attributable to assets owned by the Canadian
Subsidiaries shall equal the lesser of (x) the amount of the Borrowing
Base attributable to assets owned by the Canadian Subsidiaries pursuant
to the above definition or (y) the aggregate outstanding principal
balance of the Advances to the Canadian Borrowing Subsidiaries.
1.3 The definition of "Total Covenant Obligations to Total
Covenant EBITDA Ratio" in Section 1.1 is amended by adding the following to the
end thereof:
provided, however, for purposes of Section 5.2(b), but not for
purposes of the definition of "Applicable Margin", up to $30,000,000 of
Total Debt relating to non-recourse factoring by Cofimeta and other
Foreign Subsidiaries of the Company which are not Canadian Subsidiaries
of their accounts receivable, which Total Debt is permitted by Section
5.2(e)(ix) and is non-recourse to Cofimeta or such other Foreign
Subsidiaries and non-recourse to the Company or any of its other
Restricted Subsidiaries in any manner, shall be excluded from the
definition of Total Covenant Obligations as used in this definition.
1.4 Section 2.11 is amended by adding the following paragraph to
the end thereof:
Notwithstanding the above, on the Canadian Support Release
Date, (x) the obligations guaranteed by any Canadian Subsidiary in any
Guaranty shall be limited to the Advances owing by any Canadian
Borrowing Subsidiary plus all other indebtedness, obligations and
liabilities of any Canadian Subsidiary owing pursuant to the Loan
Documents; (y) the obligations secured by any assets owned by any
Canadian Subsidiary under any Security Document shall be limited to the
amount of the Advances owing by any Canadian Borrowing Subsidiary plus
all other indebtedness, obligations and liabilities of any Canadian
Subsidiary owing pursuant to the Loan Documents; and (z) the Capital
Stock of any Canadian Subsidiary pledged pursuant to any Security
Document shall be limited to 65% of the Capital Stock of such Canadian
Subsidiary. The Agent is hereby authorized by the Lenders to execute
such amendments and releases to the Security Documents to give effect
to the terms and provisions of the foregoing sentence.
1.5 Section 5.2(e) is amended by adding the following to the end
thereof:
Notwithstanding the above or anything else herein to the
contrary, on and after the Canadian Support Release Date, the Canadian
Subsidiaries will not create, incur, assume or in any manner become
liable in respect of, or suffer to exist, any Indebtedness other than
the Indebtedness permitted by Section 5.2(e)(i), (v) or (ix).
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1.6 Section 5.2(g) is amended by adding the following to the
end thereof:
Notwithstanding anything herein to the contrary, any of the
Canadian Subsidiaries which are Wholly Owned Subsidiaries may merge
with any other Canadian Subsidiary which is a Wholly Owned Subsidiary.
ARTICLE 2.
REPRESENTATIONS
Each Borrower and Guarantor represents and warrants to the
Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment
are within its powers, have been duly authorized and is not in contravention
with any law, of the terms of its Articles of Incorporation or By-laws or other
charter documents, or any agreement or other undertaking to which it is a party
or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation
of it enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article IV of the Credit Agreement
and the representations and warranties in each other Loan Document are true on
and as of the date hereof with the same force and effect as if made on and as of
the date hereof.
2.4 No Event of Default or Default exists or has occurred and is
continuing on the date hereof.
2.5 This Amendment, the Credit Agreement as modified by this
Amendment and all other documents executed in connection herewith to which each
Borrower and each Guarantor is a party are being entered into in compliance with
all terms and provisions of the Credit Agreement and the other Loan Documents
and all of the Advances and other indebtedness, obligations and liabilities
which are or may be incurred pursuant to the Credit Agreement and the other Loan
Documents, after giving effect to this Amendment, constitutes "Senior Debt" and
"Designated Senior Debt" as defined in the Subordinated Debt documents and is
incurred and will be incurred in compliance with all terms and provisions of the
Subordinated Debt Documents, including in compliance with all limitations on the
incurrence of indebtedness and other obligations contained therein. Each
Borrower shall be deemed to have made the representations contained in this
Section 2.5 each time it requests an Advance under the Credit Agreement.
ARTICLE 3.
CONDITIONS OF EFFECTIVENESS
This Amendment shall become effective as of the date hereof
when each of the following has been satisfied:
3.1 This Amendment shall be signed by the Borrowers and the
Lenders.
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3.2 Each of the Guarantors shall have executed the Consent and
Agreement at the end of this Amendment.
3.3 The Company shall have delivered a legal opinion and other
documents in connection with this Amendment as required by the Agent, in form
and substance acceptable to the Agent.
ARTICLE 4.
MISCELLANEOUS.
4.1 References in the Credit Agreement or in any other Loan
Document to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended hereby and as further amended from time to time.
4.2 The Company agrees to pay and to save the Agent harmless
for the payment of all costs and expenses arising in connection with this
Amendment, including the reasonable fees of counsel to the Agent in connection
with preparing this Amendment and the related documents.
4.3 The Borrowers acknowledge and agree that the Agent and the
Lenders have fully performed all of their obligations under all documents
executed in connection with the Credit Agreement and all actions taken by the
Agent and the Lenders are reasonable and appropriate under the circumstances and
within their rights under the Credit Agreement and all other documents executed
in connection therewith and otherwise available. The Borrowers represent and
warrant that they are not aware of any claims or causes of action against the
Agent or any Lender, any participant lender or any of their successors or
assigns.
4.4 Except as expressly amended hereby, the Borrowers agree that
the Credit Agreement and all other Loan Documents are ratified and confirmed and
shall remain in full force and effect and that it has no set off, counterclaim,
defense or other claim or dispute with respect to any of the foregoing. Terms
used but not defined herein shall have the respective meanings ascribed thereto
in the Credit Agreement.
4.5 This Amendment may be signed upon any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument. Facsimile signatures hereon shall be enforceable as originals.
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IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of the day and year first
above written.
OXFORD AUTOMOTIVE, INC.
By: /s/ Aurelian Bukatko
Its: Sr. V.P. & CFO
BMG NORTH AMERICA LIMITED
By: /s/ Aurelian Bukatko
Its: Sr. V.P. & CFO
OXFORD SUSPENSION LTD.
By: /s/ Aurelian Bukatko
Its: Sr. V.P. & CFO
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BANK ONE, MICHIGAN, as Agent and as a Lender
By: /s/
Its: AVP
BANK ONE, CANADA
By: /s/
Its: AVP
BANKERS TRUST COMPANY
By: /s/ Robert R. Telesca
Its: AVP
DEUTSCHE BANK CANADA, as successor to
BT BANK OF CANADA, as the
Affiliate Designated by BT
ALEX BROWN to make Canadian
Advances on its behalf for
the purposes specified in
this Agreement
By: /s/
Its: Managing Director
By: /s/
Its: Director
ABN AMRO BANK N.V.
By: /s/
Its: Group V.P.
By: /s/ Laurie D. Flom
Its: Group V.P.
COMERICA BANK
By: /s/
Its: Account Representative
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CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Nigel R. Carter
Its: V.P.
DRESDNER BANK AG,
New York and Grand Cayman Branches
By: /s/ John R. Morrison
Its: V.P.
By: /s/ Thomas R. Brady
Its: V.P.
FLEET NATIONAL BANK
By: /s/
Its: Authorized officer
HARRIS TRUST AND SAVINGS BANK
By: /s/ Kirby M. Law
Its: V.P.
NATIONAL BANK OF CANADA
By: /s/
Its: V.P.
By: /s/
Its: V.P.
NATIONAL CITY BANK
By: /s/
Its: V.P.
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NATIONAL CITY CANADA, INC.
as the Affiliate designated by national
City Bank to make Canadian Advances on
its behalf
By: /s/
Its: V.P.
THE BANK OF NEW YORK
By: /s/
Its: Assistant V.P.
THE BANK OF NOVA SCOTIA
By: /s/
Its: Manager loan operations
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CONSENT AND AGREEMENT
As of the date and year first above written, each of the undersigned
hereby:
(a) fully consents to the terms and provisions of the above Amendment
and the consummation of the transactions contemplated hereby and agrees to all
terms and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty and all other agreements executed by any
of the undersigned in connection with the Credit Agreement or otherwise in favor
of the Agent or the Lenders (collectively, the "Guarantor Documents") are hereby
ratified and confirmed and shall remain in full force and effect, and each of
the undersigned acknowledges that it has no setoff, counterclaim or defense with
respect to any Guarantor Document; and
(c) acknowledges that its consent and agreement hereto is a condition
to the Lenders' obligation under the above Amendment and it is in its interest
and to its financial benefit to execute this consent and agreement.
LOBDELL EMERY CORPORATION
By: /s/ Aurelian Bukatho*
Its: Treasurer
WINCHESTER FABRICATION CORPORATION
By: /s/ *
Its: Treasurer
CREATIVE FABRICATION CORPORATION
By: /s/ *
Its: Treasurer
PARALLEL GROUP INTERNATIONAL, INC.
By: /s/ *
Its: Treasurer
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LASERWELD INTERNATIONAL, L.L.C.
By: /s/ *
Its: Treasurer
CONCEPT MANAGEMENT CORPORATION
By: /s/ *
Its: Treasurer
LEWIS EMERY CAPITAL CORPORATION
By: /s/ *
Its: Treasurer
BMG HOLDINGS, INC.
By: /s/ *
Its: Treasurer
BMG NORTH AMERICA LIMITED
By: /s/ *
Its: Treasurer
976459 ONTARIO LIMITED
By: /s/ *
Its: Treasurer
829500 ONTARIO LIMITED
By: /s/ *
Its: Treasurer
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OXFORD SUSPENSION, INC.
By: /s/ *
Its: Treasurer
OXFORD SUSPENSION, LTD.
By: /s/ *
Its: Treasurer
RPI, INC.
By: /s/ *
Its: Treasurer
PRUDENVILLE MANUFACTURING, INC.
By: /s/ *
Its: Treasurer
HOWELL INDUSTRIES, INC.
By: /s/ *
Its: Treasurer
OASP, INC.
By: /s/ *
Its: Treasurer
OASP II, INC.
By: /s/ *
Its: Treasurer
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