EXHIBIT 10.24
EXECUTION VERSION
FIFTH AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
FIFTH AMENDMENT, dated as of October 3, 2005 (the "Amendment"), to the
REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of February 2,
2005, among R.J. TOWER CORPORATION, a Michigan corporation (the "Borrower"), a
debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware corporation and the parent
company of the Borrower (the "Parent"), and the subsidiaries of the Borrower
signatory hereto (together with the Parent, each a "Guarantor" and collectively
the "Guarantors"), each of which Guarantors is a debtor and debtor-in-possession
in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK,
N.A., a national banking association ("JPMCB"), each of the other financial
institutions from time to time party hereto (together with JPMCB, the "Lenders")
and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
"Agent") for the Lenders.
W I T N E S S E T H :
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are
parties to that certain Revolving Credit, Term Loan and Guaranty Agreement,
dated as of February 2, 2005, as amended by that certain First Amendment to
Revolving Credit, Term Loan and Guaranty Agreement, dated as of February
28, 2005, that certain Second Amendment to Revolving Credit, Term Loan and
Guaranty Agreement dated as of February 28, 2005, that certain Third Amendment
to Revolving Credit, Term Loan and Guaranty Agreement dated as of February 28,
2005 and that certain Fourth Amendment to Revolving Credit, Term Loan and
Guaranty Agreement dated as of April 29, 2005 (as the same may be further
amended, restated, modified or supplemented from time to time, the "Credit
Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that from and
after the Effective Date (as hereinafter defined) of this Amendment, the Credit
Agreement be amended subject to and upon the terms and conditions set forth
herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit
Agreement (in effect immediately prior to the Effective Date of this Amendment)
shall have the same meanings herein.
2. Section 6.01 of the Credit Agreement is hereby amended by
(A) deleting the word "and" appearing immediately prior to clause (x) thereof
and (B) inserting immediately prior to the period at the end of clause (x)
thereof the following new clause (xi):
"; and (xi) Liens on the Borrower's rights to receive any
refund of unearned insurance premiums the payment of which is
financed by Indebtedness permitted pursuant to Section
6.03(xiii) (and any loss payments under the insurance policy or
policies the premiums in respect of which are so financed)
granted in order to secure the Borrower's obligations in
respect of such Indebtedness".
3. Section 6.03 of the Credit Agreement is hereby amended by
(A) deleting the word "and" appearing immediately prior to clause (xii) thereof
and (B) inserting immediately prior to the period at the end of clause (xii)
thereof the following new clause (xiii):
"; and (xiii) Indebtedness of the Borrower owed to one or more
Persons in connection with the financing of insurance premiums
in an aggregate amount not to exceed $6,000,000 at any one time
outstanding".
4. The "provided" clause appearing in Section 6.04 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"provided that if the amount of the actual Capital Expenditures
that are made during any fiscal quarter is less than such
amount set forth below, the unused portion thereof may be
carried forward to and made during any subsequent fiscal
quarter;"
5. Other than the amendments set forth in Sections 2 and 3 of
this Amendment, this Amendment shall become effective on the date (the
"Effective Date") on which this Amendment shall have been executed by the
Borrower, the Guarantors, the Required Lenders and the Agent, and the Agent
shall have received evidence reasonably satisfactory to it of such execution.
6. Except to the extent hereby amended, the Credit Agreement
and each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.
7. The Borrower agrees that its obligations set forth in
Section 10.05 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment, including the reasonable fees and disbursements
of counsel to the Agent.
8. This Amendment shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Lenders may now have or have in the future
under or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
9. This Amendment may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which
shall be an original and all of
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which, when taken together, shall constitute but one and the same instrument. A
facsimile or .pdf copy of a counterpart signature page shall serve as the
functional equivalent of a manually executed copy for all purposes.
10. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first written.
BORROWER:
R.J. TOWER CORPORATION
By: /s/James Mallak
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Name: James Mallak
Title: Treasurer
GUARANTORS:
Algoods, USA, Inc.
Tower Automotive, Inc.
Tower Automotive Bardstown, Inc.
Tower Automotive Bowling Green, LLC
Tower Automotive Chicago, LLC
Tower Automotive Finance, Inc.
` Tower Automotive Granite City, LLC
Tower Automotive Granite City Services, LLC
Tower Automotive International Holdings, Inc.
Tower Automotive International Yorozu Holdings, Inc.
Tower Automotive International, Inc.
Tower Automotive Lansing, LLC
Tower Automotive Michigan, LLC
Tower Automotive Milwaukee, LLC
Tower Automotive Plymouth, Inc.
Tower Automotive Products Company, Inc.
Tower Automotive Receivables Company, Inc.
Tower Automotive Services and Technology, LLC
Tower Automotive Technology, Inc.
Tower Automotive Technology Products, Inc.
Tower Automotive Tool, LLC
Tower Services, Inc.
Trylon Corporation
By: /s/ James Mallak
--------------------------------
Name: James Mallak
Title: CFO & Treasurer
SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING
CREDIT, TERM LOAN AND GUARANTY AGREEMENT
AGENT AND LENDERS:
JPMORGAN CHASE BANK, N.A.
Individually and as Agent
By: /s/ MATTHEW H. MASSIE
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Name: MATTHEW H. MASSIE
Title: MANAGING DIRECTOR