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Exhibit 10
FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 27, 1994 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of October 25, 1993 (as
amended, supplemented or otherwise modified, the "Credit Agreement"), among
Lear Holdings Corporation, a Delaware corporation ("Holdings"), 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 Bankers Trust Company,
The Bank of Nova Scotia, Citicorp USA, Inc. and Lehman Commercial Paper Inc.,
as Managing Agents.
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, Loans to the Borrower;
WHEREAS, Holdings was merged into the Borrower on December 31, 1993;
WHEREAS, the Borrower proposes to change its fiscal year end to
December 31 as contemplated in the Credit Agreement and to amend certain of the
covenants contained in the Credit Agreement in connection with such change in
the fiscal year; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Banks have agreed, that certain provisions of the Credit
Agreement be amended in the manner 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 proviso to the end of the
definition of "Consolidated Net Income":
"; provided, further that the exclusions in clauses (i) and (iv) of
this definition shall not apply to the merger of Lear Holdings
Corporation into the Borrower
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or mergers or consolidations of the Borrower or its Subsidiaries with
their respective Subsidiaries."
(b) Subsections 8.1(b) and (c) of the Credit Agreement are hereby
amended by deleting them in their entirety and inserting in lieu thereof the
following:
"(b) Interest Coverage. Permit, at the end of any period set
forth below, the ratio of (i) Consolidated Operating Profit for such
period to (ii) Consolidated Interest Expense for such period, to be
less than the ratio set forth opposite such period below:
Period Ratio
------ -----
7/1/93 - 6/30/94 2.40 to 1
7/1/94 - 6/30/95 2.60 to 1
7/1/95 - 6/30/96 3.00 to 1
7/1/96 - 6/30/97 3.25 to 1
7/1/97 - 6/30/98 3.50 to 1;
provided that at the end of the first two fiscal quarters of any
period set forth above, the ratio for the preceding four fiscal
quarters ended at the end of such fiscal quarter shall be no less than
80% of the ratio set forth opposite such period above, and at the end
of the third fiscal quarter of any period set forth above, the ratio
for the preceding four fiscal quarters ended at the end of such fiscal
quarter shall be no less than 90% of the ratio set forth opposite such
period above.
(c) Consolidated Operating Profit. Permit
Consolidated Operating Profit for any fiscal year set forth below to
be less than the amount set forth opposite such fiscal year below:
Fiscal Year Amount
----------- ------
1994 $140,000,000
1995 175,000,000
1996 190,000,000
1997 - thereafter 195,000,000"
(c) Subsection 8.3(1) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting in lieu thereof the
following:
"(1) Liens (not otherwise permitted hereunder) on assets
acquired after the date of this Agreement which secure the purchase
price thereof or other obligations related to the acquisition thereof
or on assets not subject
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to Liens pursuant to any Security Document, provided that the
estimated aggregate book value of the foregoing assets shall not
exceed $10,000,000; and"
(d) Subsection 8.4(b) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting in lieu thereof the
following:
"(b) Guarantee Obligations in respect of obligations of the
Borrower, Subsidiaries and Special Affiliates created in the ordinary
course of business in an aggregate principal amount not to exceed
$50,000,000 at any one time;"
(e) Subsection 8.9(d) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting in lieu thereof the
following:
"(d) loans, advances and capital contributions to the
Borrower, Subsidiaries (including Foreign Subsidiaries) and Special
Affiliates and investments up to an aggregate amount not to exceed
$10,000,000 at any one time from and after the Closing Date in any
Special Entity (by way of acquisition of securities or otherwise), in
each case, in the ordinary course of business and in an aggregate
amount not to exceed $75,000,000 at any one time from and after the
Closing Date, which aggregate amount limitation is in addition to any
loans, advances, capital contributions and investments listed on
Schedule 8.9, provided that (i) any loans, advances and capital
contributions that are made to the Borrower or any such Subsidiary or
Foreign Subsidiary for the sole purpose of the Borrower or such
Subsidiary or Foreign Subsidiary making a loan, advance or capital
contribution to the Borrower or another Subsidiary or Foreign
Subsidiary, shall be deemed to have been made only to the ultimate
recipient of such funds and (ii) the aggregate amount of loans,
advances and capital contributions to Probel S.A. may not exceed
$100,000 from and after the Closing Date and provided, further, that,
subject to the foregoing limitations, the Borrower may create
Subsidiaries, provided that (A) 65% of the common stock of all such
Foreign Subsidiaries owned by the Borrower and all of the common stock
of all other such Subsidiaries owned by the Borrower is pledged to the
Agent, for the ratable benefit of the Banks, pursuant to a pledge
agreement in form and substance satisfactory to the Agent, (B) that
each such Subsidiary which is not a Foreign Subsidiary or a Special
Purpose Subsidiary guarantee the Obligations pursuant to a guarantee
agreement in favor of the Agent, for the ratable benefit of the Banks,
in form and substance satisfactory to the Agent and (C) each such
Subsidiary which is not a Foreign Subsidiary or a Special Purpose
Subsidiary
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shall secure its obligations under any such guarantee by (y) pledging
65% of the common stock of all Foreign Subsidiaries owned by it and
all of the common stock of all other Subsidiaries owned by it pursuant
to a pledge agreement in favor of the Agent, for the ratable benefit
of the Banks, in form and substance satisfactory to the Agent, and (z)
granting a security interest in all of its material assets pursuant to
a security agreement in favor of the Agent, for the ratable benefit of
the Banks, in form and substance satisfactory to the Agent;"
(f) Subsection 8.14 of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting in lieu thereof the
following:
"8.14 Fiscal Year. Permit the fiscal year of the
Borrower to end on a day other than December 31."
(g) Subsection 11.13 is hereby amended by inserting a new
paragraph (c) to read as follows:
"(c) The Banks hereby agree with the Borrower and
hereby instruct the Agent to release its security interest in
assets on which Liens are being created by the Borrower or any
Subsidiary as permitted by subsection 8.3(1)."
(h) Section 11 of the Credit Agreement is hereby amended by
inserting a new subsection 11.15 to read as follows:
"11.15 Merger of Holdings and the Borrower;
Conflicts. (a) From and after the merger of Holdings into
the Borrower, all references to Holdings in this Agreement and
any other Loan Document shall be deemed references to the
Borrower.
(b) In the event that there exists a conflict
between provisions in this Agreement and provisions in any
other Loan Document, the provisions of this Agreement shall
control."
3. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which the
Borrower, the Agent and the Required Banks shall have executed and delivered to
the Agent this Amendment.
4. Representations and Warranties. The representations
and warranties made by each of Holdings and the Borrower in the Loan Documents
(other than representations and warranties as to the continued corporate
existence or good standing of Holdings) are true and correct in all material
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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.
5. 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.
6. No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of the
Credit Agreement and the Notes are and shall remain in full force and effect.
7. 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.
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 SEATING CORPORATION
By:
Title:
CHEMICAL BANK, as Agent and as a
Bank
By:
Title:
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BANKERS TRUST COMPANY, as a
Managing Agent and as a Bank
By:
Title:
THE BANK OF NOVA SCOTIA, as a
Managing Agent and as a Bank
By:
Title:
CITICORP USA, INC., as a
Managing Agent and as a Bank
By:
Title:
LEHMAN COMMERCIAL PAPER INC., as a
Managing Agent and as a Bank
By:
Title:
THE FIRST NATIONAL BANK OF
BOSTON
By:
Title:
THE BANK OF NEW YORK
By:
Title:
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THE MITSUBISHI TRUST &
BANKING CORPORATION
By:
Title:
THE NIPPON CREDIT BANK, LTD.
By:
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By:
Title:
ABN AMRO BANK N.V.
By:
Title:
By:
Title:
CIBC INC.
By:
Title:
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COMERICA BANK
By:
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE
By:
Title:
CREDIT LYONNAIS CHICAGO BRANCH
By:
Title:
CREDIT LYONNAIS CAYMAN
ISLAND BRANCH
By:
Title:
THE FUJI BANK, LIMITED
By:
Title:
NATIONAL BANK OF CANADA
By:
Title:
By:
Title:
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NBD BANK, N.A.
By:
Title:
BANQUE PARIBAS
By:
Title:
By:
Title:
SOCIETE GENERALE
By:
Title:
CREDITANSTALT-BANKVEREIN
By:
Title:
By:
Title:
GIRO CREDIT BANK - NEW YORK
BRANCH
By:
Title:
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BANK ONE, MILWAUKEE, NA
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By:
Title:
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ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Amended and Restated Subsidiary and Affiliate Guarantee, dated as of October
25, 1993, made by LS Acquisition Corp. No. 14, Lear Seating Holdings Corp. No.
50, Progress Pattern Corp., Lear Plastics Corp., LS Acquisition Corporation No.
24 and Fair Haven Industries, Inc. in favor of the Agent, hereby (a) consents
to the transactions contemplated by this Amendment and (b) acknowledges and
agrees that the guarantees contained in such Amended and Restated Subsidiary
and Affiliate 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 PLASTICS CORP.
By:
Title:
LS ACQUISITION CORPORATION NO. 24
By:
Title:
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FAIR HAVEN INDUSTRIES, INC.
By:
Title: