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EXHIBIT 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of June 16, 1995 (this "Amendment"), to the
Second Amended and Restated Credit Agreement, dated as of November 29, 1994 (as
amended, supplemented or otherwise modified, the "Credit Agreement"), among
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, extensions of credit to the Borrower; 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 8.8 of the Credit
Agreement is hereby amended by deleting the amount "100,000,000" in the table
contained therein and adding in lieu thereof the amount "120,000,000".
(b) Subsection 8.9 of the Credit Agreement is hereby amended by (i)
deleting the last proviso contained in paragraph (d) thereof in its entirety
and adding in lieu there of the following new proviso:
"provided, still further, that notwithstanding any provision in this
paragraph (d) to the contrary, the Borrower and its Subsidiaries shall not
be obligated to pledge any shares of capital stock of any Foreign
Subsidiary organized under the laws of Australia, Indonesia, South Africa,
Argentina, Brazil or Thailand;";
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(ii) deleting the word "and" contained in paragraph (n) thereof; (iii) deleting
the period contained in paragraph (o) thereof and adding in lieu thereof the
word "; and"; and (iv) adding the following new paragraph (p):
"(p) other loans, advances or other investments up to an aggregate
amount not to exceed $5,000,000."
3. Consent. The Banks hereby consent to the combination of Lear Seating
GmbH, Lear Seating GmbH & Co. Kg. and NS Drahtfedern GmbH.
4. 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 and the parties to the Subsidiary Guarantee shall have executed the
Acknowledgment and Consent in the form annexed hereto.
5. Representations and Warranties. The representations and warranties
made by the Borrower in the Loan Documents are true and correct in all material
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, except to the extent such representations and
warranties expressly relate to an earlier date.
6. 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.
7. 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.
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8. 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 andy duly authorized
officers as of the day and year first above written.
LEAR SEATING CORPORATION
By: /s/ Donald J. Stebbins
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Title:
CHEMICAL BANK, as Agent and as a
Bank
By:
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Title:
BANKERS TRUST COMPANY, as a
Managing Agent and as a Bank
By:
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Title:
THE BANK OF NOVA SCOTIA, as a
Managing Agent and as a Bank
By:
----------------------
Title:
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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:
THE MITSUBISHI TRUST &
BANKING CORPORATION
By: __________________________
Title:
THE NIPPON CREDIT BANK, LTD.
By: __________________________
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By: __________________________
Title:
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ABN AMRO BANK N.V.
By: __________________________
Title:
By: __________________________
Title:
CIBC INC.
By: __________________________
Title:
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:
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NATIONAL BANK OF CANADA
By: __________________________
Title:
By: __________________________
Title:
NBD BANK, N.A.
By: __________________________
Title:
BANQUE PARIBAS
By: __________________________
Title:
By: __________________________
Title:
SOCIETE GENERALE
By: __________________________
Title:
CREDITANSTALT-BANKVEREIN
By: __________________________
Title:
By: __________________________
Title:
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GIRO CREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN ISLAND
BRANCH
By: __________________________
Title:
By: __________________________
Title:
BANK ONE, MILWAUKEE, NA
By: __________________________
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By: __________________________
Title:
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED
By: __________________________
Title:
DRESDNER BANK AG, CHICAGO AND GRAND
CAYMAN BRANCHES
By: __________________________
Title:
By: __________________________
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.p.A.
By: __________________________
Title:
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ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations as guarantors under the Second
Amended and Restated Subsidiary and Affiliate Guarantee, dated as of November
29, 1994, made by the undersigned corporations 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 COPORATION
NO. 24
By: __________________________
Title:
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FAIR HAVEN INDUSTRIES, INC.
By: _______________________
Title: