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Exhibit 10.25 - Third Amendment to Credit Agreement
THIRD AMENDMENT TO CREDIT AGREEMENT (364 DAY)
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (364 Day), dated as of June 14,
2000 (this "Amendment"), amends the Credit Agreement (364 Day), dated as of June
17, 1997 (the "Credit Agreement"), among SIMPSON INDUSTRIES, INC., a Michigan
corporation ("Simpson"), certain subsidiaries of Simpson (together with Simpson,
the "Borrowers"), the various financial institutions parties thereto
(collectively, the "Lenders") and ABN AMRO BANK N.V, as agent (the "Agent") for
the Lenders. Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement, which
provides for the Lenders to extend certain credit facilities to the Borrowers
from time to time;
WHEREAS, the parties amended the Credit Agreement (the "First Amendment")
in certain respects on June 16, 1998, and again on June 15, 1999 (the "Second
Amendment"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement again in
certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
1. SECTION AMENDMENT. Effective as of June 14, 2000, Section 1.1
of the Credit Agreement is hereby amended by the
deletion of the date "June 14, 2000" in the definition
of "Stated Maturity Date" (amended to read as such by
the Second Amendment) and the substitution therefor of
the date "June 13, 2001."
2. SECTION CONDITIONS PRECEDENT. This Amendment shall become
effective when each of the conditions precedent set
forth in this Section 2 shall have been satisfied, and
notice thereof shall have been given by the Agent to
Simpson and the Lenders.
2.1. SECTION Receipt of Documents. The Agent shall have received
all of the following documents duly executed, dated
the date hereof or such other date as shall be
acceptable to the Agent, and in form and substance
satisfactory to the Agent:
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(a) Amendment. This Amendment, duly executed by Simpson, the Agent and the
Lenders.
(b) Secretary's Certificate. A certificate of the secretary or an
assistant secretary of Simpson, as to (i) resolutions of the Board of
Directors of Simpson then in full force and effect authorizing the
execution, delivery and performance of this Amendment and each other
document described herein, and (ii) the incumbency and signatures of those
officers of Simpson authorized to act with respect to this Amendment and
each other document described herein.
2.2. SECTION Compliance with Warranties, No Default, etc. Both
before and after giving effect to the effectiveness of
this Amendment, the following statements by Simpson
shall be true and correct (and Simpson, by its
execution of this Amendment, hereby represents and
warrants to the Agent and each Lender that such
statements are true and correct as at such times):
(a) the representations and warranties set forth in Article VII of the
Credit Agreement shall be true and correct with the same effect as if then
made (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date); and
(b) no Default shall have then occurred and be continuing.
3. SECTION REPRESENTATIONS AND WARRANTIES. To induce the Lenders
and the Agent to enter into this Amendment, Simpson
hereby represents and warrants to the Agent and each
Lender as follows:
3.1. SECTION Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by Simpson of this
Amendment are within Simpson's corporate powers, have
been duly authorized by all necessary corporate
action, and do not
(a) contravene Simpson's Organic Documents;
(b) contravene any contractual restriction, law or governmental regulation
or court decree or order binding on or affecting Simpson; or
(c) result in, or require the creation or imposition of, any Lien on any
of Simpson's properties.
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3.2. SECTION Government Approval, Regulation, etc. No authorization
or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory
body or other Person is required for the due
execution, delivery or performance by Simpson of this
Amendment.
3.3. SECTION Validity, etc. This Amendment constitutes the legal,
valid and binding obligation of Simpson enforceable in
accordance with its terms.
4. SECTION MISCELLANEOUS.
4.1. SECTION Continuing Effectiveness, etc. This Amendment shall be
deemed to be an amendment to the Credit Agreement, and
the Credit Agreement, as amended hereby, shall remain
in full force and effect and is hereby ratified,
approved and confirmed in each and every respect.
After the effectiveness of this Amendment in
accordance with its terms, all references to the
Credit Agreement in the Loan Documents or in any other
document, instrument, agreement or writing shall be
deemed to refer to the Credit Agreement as amended
hereby.
4.2. SECTION Payment of Costs and Expenses. Simpson agrees to pay
on demand all expenses of the Agent (including the
fees and out-of-pocket expenses of counsel to the
Agent) in connection with the negotiation,
preparation, execution and delivery of this Amendment.
4.3. SECTION Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining
provisions of this Amendment or affecting the validity
or enforceability of such provision in any other
jurisdiction.
4.4. SECTION Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the
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meaning or interpretation of this Amendment or any
provisions hereof.
4.5. SECTION Execution in Counterparts. This Amendment may be
executed by the parties hereto in several
counterparts, each of which shall be deemed to be an
original and all of which shall constitute together
but one and the same agreement.
4.6. SECTION Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF ILLINOIS.
4.7. SECTION Successors and Assigns. This Amendment shall be
binding upon and shall inure to the benefit of the
parties hereto and their respective successors and
assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
SIMPSON INDUSTRIES, INC.
By
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Title:
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ABN AMRO BANK N.V., individually
and as Agent
By
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Title:
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By
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Title:
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COMERICA BANK, individually and as
Documentation Agent
By
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Title:
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HARRIS TRUST AND SAVINGS
BANK as a Lender,
By
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Title:
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THE BANK OF NEW YORK as a
Lender,
By
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Title:
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