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EXHIBIT 10.1(o)
PARTIAL WAIVER
UNDER AMENDED AND RESTATED CREDIT AGREEMENT
This Partial Waiver Under Amended and Restated Credit Agreement dated
as of May 10, 2001 by and between TALON AUTOMOTIVE GROUP, INC., a Michigan
corporation ("TAG"), VELTRI METAL PRODUCTS CO., a Nova Scotia corporation
("Veltri", called together with TAG, the "Borrowers") and COMERICA BANK, a
Michigan banking corporation, as agent for the Banks (in such capacity, "Agent")
acting pursuant to written consents hereto delivered to Agent by Banks
constituting the Majority Banks.
WHEREAS, Borrowers, Agent and the Banks entered into a certain Amended
and Restated Credit Agreement dated as of February 16, 2001 and a certain First
Amendment to Amended and Restated Credit Agreement dated as of March 29, 2001
(as so amended, the "Agreement"), pursuant to which Borrowers incurred certain
indebtedness and obligations and granted the Agent, on behalf of the Banks,
security for such indebtedness and obligations;
WHEREAS, Borrowers have requested: (i) Agent and Majority Banks to
waive the conditions to Advances and Loans described in Section 7.2(b) of the
Agreement, to the extent only that such conditions are not satisfied solely as a
result of Borrower's failure to deliver true and complete copies of Bond
Settlement Documents by April 30, 2001 (as required under Section 8.17 of the
Agreement) and to enter into the Bond Settlement Documents on or before April
30, 2001 (as required under Section 11.4(ii) of the Agreement) (together,
"Partial Waiver Defaults") and (ii) to waive the existence of the Partial Waiver
Defaults for the sole purpose of Section 4.1 of the Agreement, only to the
extent necessary so that the Default Rate will not become immediately
applicable; and
WHEREAS, Agent and the Banks constituting the Majority Banks are
willing to do so, but only for the period specified herein and on the terms and
subject to the 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. WAIVER
2.1 For the period ending as of close of business May 25, 2001
("Termination Date") only, Agent and the Majority Banks: (a) waive the
conditions to Advances and Loans, and to the issuance of Letters of Credit,
described in Section 7.2(b) of the Agreement, but only to the extent that such
conditions are not satisfied solely as a result of the existence of the Partial
Waiver Defaults, and (b) waive the existence of the Partial Waiver Defaults for
the sole purpose of Section 4.1 of the Agreement, but only to the extent
necessary so that the Default Rate shall not become immediately applicable to
Loans and Advances from time to time outstanding under the Agreement; provided,
however, that the foregoing waivers shall automatically terminate upon the
earlier of the Termination Date or the date on which, pursuant to Section 11.11
of the
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Agreement, the commitment to make Advances and issue Letters of Credit under the
Agreement is terminated, it being acknowledged by the Borrowers that such a
termination pursuant to Section 11.11 of the Agreement may be made at any time,
on the basis of the existence of any Event of Default, including without
limitation, the Partial Waiver Defaults.
3. REPRESENTATIONS
Each Borrower hereby represents and warrants that:
3.1 Execution, delivery and performance of this Waiver and any other
documents and instruments required under this Waiver are within Borrowers'
powers, have been duly authorized, are not in contravention of law or the terms
of either Borrowers' Articles of Incorporation or Bylaws, and do not require the
consent or approval of any governmental body, agency, or authority.
3.2 This Waiver, and the Agreement as effected by this Waiver, and any
other documents and instruments required under this Amendment or the Agreement,
when issued and delivered under this Waiver or the Agreement, will be valid and
binding in accordance with their terms.
3.3 Except to the extent rendered untrue solely by virtue of the
existence of Partial Waiver Defaults, 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.
3.4 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 Agent and the
Banks by Borrowers in accordance with Section 9.1 of the Agreement.
3.5 Except for the Partial Waiver Defaults, to the best of Borrowers'
knowledge, no Default or Event of Default, has occurred and is continuing as of
the date hereof.
4. MISCELLANEOUS
4.1 This Waiver may be executed in as many counterparts as Agent and
Borrowers deem convenient.
4.2 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.
4.3 For the purpose of inducing Agent and the Majority Banks to issue
and/or consent to this Partial Waiver, Borrowers hereby:
(a) covenant and agree to deliver to Agent and the Banks, in form
and detail satisfactory to Agent and the Majority Banks; (i) on or
before May 18, 2001, Borrower's cash flow projections for the period
commencing May 1, 2001 and ending December 31,
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2001 prepared on a weekly basis for the portion of such period ending
October 31, 2001, and on a monthly basis for the remainder of such
period; (ii) on or before May 14, 2001, such evidence as Agent and the
Majority Banks shall require that a "lock-up agreement" has been
entered, and is then in effect, between Borrowers and holders of not
less than 77% of the Senior Subordinated Notes, on terms consistent
with those described in the Transaction Summary (Noteholder Proposal
dated April 6, 2001) delivered to Agent on or about April 11, 2001
("Lock-up Agreement") and (iii) true, executed copies of the Lock-up
Agreement and any documents, instruments or agreements executed in
connection therewith as Agent or the Majority Banks may require;
(b) represent that the May 7, 2001 correspondence from Donald
MacKenzie of Conway, Mackenzie & Dunleay ("CMD") to Agent (a copy of
which has been delivered to Agent and the Banks) accurately describes
the scope of the services for which Borrowers have engaged CM&D and
agree (i) not to alter the scope of, suspend work on, or allow the
termination of, such engagement without prior written consent of Agent
and the Majority Banks, and (ii) that it shall be an "Event of Default"
if, at any time, Agent or any Bank is denied access to or information
from, or communication with CM&D in accordance with the May 4, 2001
letter from Agent to Borrowers, acknowledged by Borrowers and CMD (copy
of which has been delivered to the Banks); and
(c) acknowledge and agree that failure to timely perform the
foregoing covenants and agreements shall constitute an Event of Default
under the Agreement.
4.4 Except as specifically set forth herein, nothing set forth in this
Waiver 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 (including the Partial Waiver Defaults) whether now existing or
hereafter arising and Agent and the Banks may at any time, and hereby expressly
reserve their rights to, exercise any or all of their rights and remedies under
the Agreement and the other Documents arising by virtue of the existence of
Events of Default (including the Partial Waiver Defaults) at any time and
without any further prior advance notice to Borrowers or either of them.
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WITNESS the due execution hereof as of the day and year first above
written.
TALON AUTOMOTIVE GROUP, INC.
By: /s/ David J. Woodward
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Its: Vice President
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COMERICA BANK, as Agent
By: /s/ Russell A. Stokes
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Its: Vice President
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