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EXHIBIT 3
AMENDMENT NO. 5 AND AFFIRMATION OF GUARANTIES
This Amendment No. 5 and Affirmation of Guaranties (this "Amendment")
dated as of February 6, 1998 is by and among LDM Technologies, Inc., a Michigan
corporation ("Borrower"), and LDM Holding Canada, Inc., a Michigan corporation
("LDM Holding") and LDM Technologies Company, a Nova Scotia unlimited liability
company ("LDM Canada") (collectively, the "Guarantors"), and BankAmerica
Business Credit, Inc., a Delaware corporation, for itself as a Lender and as
Agent for the Lenders (in its capacities as Lender and as Agent, "Lender").
R E C I T AL S:
WHEREAS, Borrower and Lender are parties to a Loan and Security Agreement,
dated as of January 22, 1997, as amended and otherwise modified prior to the
date hereof (as so amended and modified, and as the same may be further
amended, restated, supplemented or otherwise modified, the "Loan Agreement"),
pursuant to which Lender has made and may hereafter make loans, advances and
other extensions of credit to Borrower;
WHEREAS, Borrower wishes to obtain, and Lender is willing to grant, an
amendment to the Loan Agreement as set forth herein, subject to the express
terms and conditions specified in this Amendment; and
WHEREAS, this Amendment shall constitute a Loan Document, these Recitals
shall be construed as part of this Amendment and capitalized terms used but not
otherwise defined in this Amendment shall have the meanings ascribed to them in
the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing and the agreements,
promises and covenants set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Amendment of Loan Agreement.
(A) SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING DEFINITIONS IN THEIR PROPER ALPHABETICAL ORDER:
"CAPEX Loans" means CAPEX Loans under, and as defined in, the Term
Loan Agreement.
"Fee Letter" means that certain fee letter, dated February 6, 1998,
between Borrower and the Agent.
"Huron" means Huron Plastics Group, Inc., a Michigan Corporation.
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"Huron Acquisition" means the acquisition by the Borrower of all
of the outstanding capital stock of Huron and substantially all of
the assets of Tadim.
"Huron Acquisition Agreement" means that certain Stock and Asset
Purchase Agreement, dated as of December 23, 1997 among the
Borrower and the Sellers, as the same has been amended by (i) that
certain First Amendment to Stock and Asset Purchase Agreement,
dated as of January 23, 1998, (ii) that certain Second Amendment to
Stock and Asset Purchase Agreement, dated as of January 30, 1998,
(iii) that certain Third Amendment to Stock and Asset Purchase
Agreement, dated as of February 2, 1998, and (iv) that certain
Fourth Amendment to Stock and Asset Purchase Agreement, dated as of
February 6, 1998, in each case among the Borrower and the Sellers.
"Huron Related Transactions" means, collectively, (i) the Huron
Acquisition, (ii) the Merger, (iii) the Term Loans to be made on
February 6, 1998 and (iv) the Amendment No. 5 and Affirmation of
Guaranties to this Agreement, dated as of February 6, 1998.
"Merger" means the merger of Huron, Lakeport Plastics, Inc., HPG
Body Systems, Inc. and HPG Chassis Systems, Inc. with, and into,
the Borrower, with the Borrower as the surviving corporation
thereof, pursuant to the Merger Documents.
"Merger Documents" means the Agreement and Plan of Merger, dated as
of February 6, 1998, among Huron, Lakeport Plastics, Inc., HPG
Body Systems, Inc. and HPG Chassis Systems, Inc. and the Borrower,
and all other documents entered into or delivered in connection
with the Merger.
"Mortgages" means: (a) each Mortgage, Charge/Mortgage of Land,
Security Agreement, and Assignments of Leases and Rents dated the
date hereof between the Borrower and/or LDM Canada and the Agent
and delivered to the Agent; and (b) all other real property
mortgages, leasehold mortgages, assignments of leases, mortgage
deeds, deeds of trust, deeds to secure debt, security agreements,
and other similar instruments hereafter entered into which provide
the Agent a lien on or other interest in any portion of the
Premises or the Real Estate or which relate to any such Lien or
interest.
"Sellers" means Huron, Tadim and the parties indicated in the
Huron Acquisition Agreement as "selling shareholders" signatory
thereto.
"Tadim" means Tadim, Inc., a Michigan corporation.
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"Term Agent" means BABC in its capacity as agent for the Term
Lenders under the Term Loan Agreement.
"Term Lender" means a Lender under, and as defined in, the
Term Loan Agreement.
"Term Loan Agreement" means the Term Loan and Security Agreement,
dated as of February 6, 1998, among the Borrower, the Term Agent
and the Term Lenders, as the same may be supplemented, amended or
otherwise modified from time to time.
"Term Loan Agreement Obligations" means the Obligations under, and
as defined in, the Term Loan Agreement.
"Term Loans" means Term Loans under, and as defined in, the Term
Loan Agreement.
(B) SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY FURTHER AMENDED BY
DELETING THE DEFINITION "APPRAISALS", "ELIGIBLE EQUIPMENT" AND "ELIGIBLE
EQUIPMENT VALUE" IN THEIR ENTIRETY.
(C) SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY FURTHER AMENDED BY
DELETING THE DEFINITIONS OF "APPLICABLE MARGINS," "BORROWING BASE," "FIXED
CHARGES," "LATEST PROJECTIONS," "LDM CANADA BORROWING BASE," "LDM CANADA
GUARANTEE," "LDM CANADA SECURITY AGREEMENT," "LOAN DOCUMENTS," "MAJORITY
LENDERS," "MAXIMUM REVOLVER AMOUNT," AND "PERMITTED LIENS" AND REPLACING SUCH
DEFINITIONS WITH THE FOLLOWING:
"Applicable Margins" shall mean (i) .25% per annum with respect to
Base Rate Loans and (ii) 2.00% per annum with respect to LIBOR Rate
Loans.
"Borrowing Base" means the sum of:
(a) up to eighty-five percent (85%) of the Net Amount
of Eligible Accounts of the Borrower; plus
(b) up to eighty-five percent (85%) of the Net Amount
of Eligible Tooling Receivables of Borrower; plus
(c) up to sixty percent (60%) of the book value of
the Borrower's Eligible Inventory (valued at the lower of cost
or market on a First-In First-Out basis); provided that
advances attributable to this clause (c) shall not exceed
$20,000,000; less
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(i) reserves established by the Borrower for accrued
interest on outstanding Revolving Loans;
(ii) a reserve established by the Borrower for customer deposits
reflected on the Borrower's books and records;
(iii) reserves established by the Borrower with respect to any
rebate arrangement between the Borrower or any of its
Subsidiaries and the Ford Motor Company or any of its
Affiliates; and
(iv) all other reserves which the Agent in its reasonable credit
judgment deems necessary to establish and maintain with
respect to the Borrower's account upon at least one (1)
Business Day's prior notice thereof to the Borrower,
including, without limitation, any amounts which the Agent
may need to pay for the account of the Borrower in order to
preserve the value of the Collateral and/or the priority of
the Agent's Lien in the Collateral consistent with the terms
of this Agreement and the other Loan Documents.
"Fixed Charges" means as to the Borrower on a consolidated basis
(other than Como), for any fiscal period, the sum of (i) interest
expenses paid or payable in cash, (ii) cash dividend payments,
(iii) scheduled installments of principal paid or payable with
respect to Debt for borrowed money (other than Revolving Loans) and
Capital Leases; (iv) that portion of Capital Expenditures not
financed by borrowings from third parties or with the proceeds of
CAPEX Loans; and (v) income taxes paid or payable in cash.
"Latest Projections" means: (a) on the Closing Date and thereafter
until the Lenders receive new projections pursuant to Section
7.2(e), the projections of the Borrower's results of operations,
for the 1997, 1998 and 1999 Fiscal Year delivered to the Lenders
prior to the Closing Date; and (b) thereafter, the projections most
recently received by the Lenders pursuant to Section 7.2(e).
"LDM Canada Borrowing Base" means the sum of:
(a) up to eighty-five percent (85%) of the Net Amount
of Eligible Accounts of LDM Canada; plus
(b) up to eighty-five percent (85%) of the Net Amount
of Eligible Tooling Receivables of LDM Canada; plus
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(c) up to sixty percent (60%) of the book value of LDM Canada's
Eligible Inventory (valued at the lower of cost or market on
a First-In First-Out basis); less
(i) a reserve for customer deposits reflected on LDM Canada's
books and records;
(ii) reserves established by Agent for goods and services, excise
and sales taxes; and
(iii) all other reserves which the Agent in its reasonable credit
judgment deems necessary to establish and maintain with
respect to LDM Canada's account upon at least one (1)
Business Day's prior notice thereof to LDM Canada, including,
without limitation, any amounts which the Agent may need to
pay for the account of LDM Canada in order to preserve the
value of the Collateral and/or the priority of the Agent's
Lien in the Collateral consistent with the terms of this
Agreement and the other Loan Documents.
"LDM Canada Guarantee" means, collectively, (i) the LDM Canada
Guarantee, dated as of January 22, 1997, duly executed and
delivered by LDM Canada to the Agent for the benefit of itself and
the Lenders and (ii) the LDM Canada Guarantee, dated as of February
6, 1998, duly executed and delivered by LDM Canada to the Term
Agent, for the benefit of itself and the Term Lenders, as each may
be amended, supplemented or otherwise modified from time to time.
"LDM Canada Security Agreement" means, collectively, (i) the
$100,000,000 Cdn. fixed and floating charge demand debenture and
related pledge agreement in respect thereof, each dated as of
January 22, 1997, duly executed and delivered by LDM Canada to the
Agent for the benefit of itself and the Lenders and (ii) the
$100,000,000 Cdn. fixed and floating charge demand debenture and
related pledge agreement in respect thereof, each dated as of
February 6, 1998, duly executed and delivered by LDM Canada in
favor of the Term Agent, for the benefit of itself and the Term
Lenders, as each may be amended, supplemented or otherwise modified
from time to time.
"Loan Documents" means this Agreement, the Intellectual Property
Security Agreement, the Mortgages, the Pledge Agreement, the
Guarantor Documents and any other agreements, instruments, and
documents heretofore, now or hereafter evidencing, securing,
guaranteeing or otherwise relating to the Obligations, the
Collateral, or any other aspect of the transactions contemplated by
this
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Agreement.
"Majority Lenders" means, at any time, Lenders whose Pro Rata Shares
aggregate more than 66- % of the Commitments, plus, Term Loan
Lenders whose Pro Rata Shares (as defined in the Term Loan
Agreement) aggregate more than 66- % of the Commitments under, and
as defined in, the Term Loan Agreement.
"Maximum Revolver Amount" means $75,000,000.
"Permitted Liens" means:
(a) Liens for taxes not delinquent or for taxes being
contested in good faith by appropriate proceedings
and as to which adequate financial reserves have
been established on Borrower's books and records and
a stay of enforcement of any such Lien is in effect;
(b) the Agent's Liens;
(c) deposits under worker's compensation, unemployment
insurance, social security and other similar laws,
or to secure the performance of bids, tenders or
contracts (other than for the repayment of borrowed
money) or to secure indemnity, performance or other
similar bonds for the performance of bids, tenders
or contracts (other than for the repayment of
borrowed money) or to secure statutory obligations
(other than liens arising under ERISA or
Environmental Liens) or surety or appeal bonds, or
to secure indemnity, performance or other similar
bonds in the ordinary course of business;
(d) Liens securing the claims or demands of materialmen,
mechanics, carriers, warehousemen, landlords and
other like Persons; provided that the payment
thereof is not at the time required by Section 9.1;
(e) reservations, exceptions, encroachments, easements,
rights of way, covenants running with the land, and
other similar title exceptions or encumbrances
affecting any Real Estate; provided that they do not
in the aggregate materially detract from the value
of the Real Estate or materially interfere with its
use in the ordinary conduct of the Borrower's
business;
(f) judgment and other similar Liens arising in
connection with court proceedings; provided that
(A) the existence of such Liens is being contested
in good faith and by proper proceedings diligently
pursued, (B)
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reserves or other appropriate provision, if any, as
are required by GAAP have been made therefor, (C) a
stay of enforcement of any such Liens is in effect,
(D) the priority of any such Liens is subordinate
to that of the Agent's Liens, and (E) the existence
of any judgment or court proceedings upon which such
Liens are based does not otherwise constitute an
Event of Default under this Agreement;
(g) Liens in existence on the Closing Date, after
giving effect to the initial Borrowing, and listed
on Schedule 9.19, and any extensions or renewals
thereof, provided that (x) the aggregate principal
amount of the Debt, if any, secured by such Lien
does not increase from that amount outstanding at
the time of any such renewal or extension and (y)
any such renewal or extension does not encumber any
additional assets or properties of the Borrower or
any of its Subsidiaries;
(h) Liens securing Intercompany Notes in accordance with
Section 9.13;
(i) Liens securing the Term Loan Agreement Obligations;
and
(j) Lien arising under the Escrow Agreement (as defined
in the Huron Acquisition Agreement).
(d) SECTION 2.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT IN
ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"2.1 Total Facility. Subject to all of the terms and
conditions of this Agreement, the Lenders severally agree to make
available a total credit facility of up to $75,000,000 (the "Total
Facility") for the Borrower's use from time to time during the term
of this Agreement. The Total Facility shall be comprised of a
revolving line of credit consisting of revolving loans and letters
of credit up to the Maximum Revolver Amount, as described in
Sections 2.2 and 2.4.".
(e) SECTION 2.2(h)(i) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY
DELETING IT IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"(i) In the event the Agent shall elect, with the consent of BABC,
to have the terms of this Section 2.2(h) apply to a requested Borrowing as
described in Section 2.2(f), BABC shall make a Base Rate Loan in the amount of
such Borrowing (any such Revolving Loan made solely by BABC pursuant to this
Section 2.2(h) being referred to as a "BABC Loan" and such Revolving Loans
being referred to collectively as "BABC Loans") available to the Borrower on
the Funding Date applicable thereto by transferring same day funds to an
account of the Borrower, designated in writing by the Borrower; provided,
however, that the aggregate principal amount of BABC Loans shall not at any
time exceed $10,000,000. Each BABC Loan is a
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Revolving Loan hereunder and shall be subject to all the terms and conditions
applicable to other Revolving Loans except that all payments thereon shall be
payable to BABC solely for its own account (and for the account of the holder
of any participation interest with respect to such Revolving Loan). The Agent
shall not request BABC to make any BABC Loan if (i) the Agent shall have
received written notice from any Lender, or otherwise has actual knowledge,
that one or more of the applicable conditions precedent set forth in Article
10 will not be satisfied on the requested Funding Date for the applicable
Borrowing, or (ii) the requested Borrowing would exceed the Revolver
Availability of the Borrower on such Funding Date. BABC shall not otherwise
be required to determine whether the applicable conditions precedent set forth
in Article 10 have been satisfied or the requested Borrowing would exceed the
Availability of the Borrower on the Funding Date applicable thereto prior to
making, in its sole discretion, any BABC Loan.".
(f) SECTION 4.8 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT IN
ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"4.8 Apportionment, Application and Reversal of Payments.
Aggregate principal and interest payments shall be apportioned
ratably among the Lenders (according to the unpaid principal
balance of the Loans to which such payments relate held by each
Lender) and payments of the fees shall, as applicable, be
apportioned ratably among the Lenders. All payments shall be
remitted to the Agent and all such payments not relating to
principal or interest of specific Loans, or not constituting
payment of specific fees, and all proceeds of Accounts or other
Collateral, the Pledged Collateral or the Guarantor Collateral
received by the Agent, shall be applied, ratably, subject to the
provisions of this Agreement, first, to pay, pro rata, any fees,
or expense reimbursements then due to the Agent and the Term Agent
from the Borrower under this Agreement and the Term Loan Agreement;
second, to pay, pro rata, any fees or expense reimbursements then
due to the Lenders and the Term Lenders from the Borrower under
this Agreement and the Term Loan Agreement; third, to pay, pro
rata, interest due in respect of all Revolving Loans, including
BABC Loans and Agent Advances, Term Loans and CAPEX Loans; fourth,
to pay or prepay, pro rata, principal of the BABC Loans and the
Agent Advances, Revolving Loans, unpaid reimbursement obligations
in respect of Letters of Credit, Term Loans and CAPEX Loans; and
fifth, to the payment, pro rata, of any other Obligation or Term
Loan Obligation due to the Agent, the Term Agent, any Lender or
any Term Lender by the Borrower. Notwithstanding anything to the
contrary contained in this Agreement, unless so directed by the
Borrower, or unless an Event of Default is outstanding, neither the
Agent nor any Lender shall apply any payments which it receives to
any LIBOR Rate Loan, except (i) on the expiration date of the
Interest Period applicable to any such LIBOR Rate Loan, or (ii) in
the event, and only to the extent, that there are no outstanding
Base Rate Loans. The Agent shall promptly distribute to each
Lender, pursuant to the applicable wire
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transfer instructions received from each Lender in writing, such
funds as it may be entitled to receive, subject to a Settlement
delay as provided in Section 2.2(j). The Agent and the Lenders
shall have the continuing and exclusive right to apply and reverse
and reapply any and all such proceeds and payments to any portion
of the Obligations or Term Loan Obligations, as the case may be.".
(g) SECTION 4.10 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
IT IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"4.10 Agent's and Lenders' Books and Records; Monthly
Statements. The Borrower agrees that the Agent's and each Lender's
books and records showing the Obligations and the transactions
pursuant to this Agreement and the other Loan Documents shall be
admissible in any action or proceeding arising therefrom, and shall
constitute rebuttably presumptive proof thereof, irrespective of
whether any Obligation is also evidenced by a promissory note or
other instrument. The Agent will provide to the Borrower a monthly
statement of Loans, payments, and other transactions pursuant to
this Agreement. Such statement shall be deemed correct, accurate,
and binding on the Borrower and an account stated (except for
reversals and reapplications of payments made as provided in
Section 4.8 and corrections of errors discovered by the Agent),
unless the Borrower notifies the Agent in writing to the contrary
within forty-five (45) days after such statement is rendered. In
the event a timely written notice of objections is given by the
Borrower, only the items to which exception is expressly made will
be considered to be disputed by the Borrower.".
(h) SECTION 6.7 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING THE
WORD "MONTHLY" WHERE IT APPEARS IN SUBSECTION (i) THEREOF AND REPLACING IT WITH
THE WORD "WEEKLY".
(i) SECTION 6.9 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING SUBCLAUSE AT THE END THEREOF.
"(d) Notwithstanding anything to the contrary herein
and in particular Section 4.8, all proceeds and collections of
LDM Canada's Accounts and other Collateral and payments
received by the Agent and/or Lenders from LDM Canada shall be
applied to fees and expense reimbursements not in the nature
of interest for the purposes of the Income Tax Act of Canada
and to principal before being applied to interest due or fees
and expense reimbursements which are or may be in the nature
of interest payments for the purposes of the Income Tax Act of
Canada.".
(j) ARTICLE 8 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING SUBSECTIONS AT THE END THEREOF:
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"8.37 Huron Acquisition Agreement. As of February 6, 1998,
the Borrower has delivered to the Agent a complete and correct copy
of the Huron Acquisition Agreement (including all schedules,
exhibits, amendments, supplements, modifications, assignments and
all other documents delivered pursuant thereto or in connection
therewith). Neither the Borrower nor, to the Borrower's knowledge,
any other party thereto is in default in the performance or
compliance with any provisions thereof. The Huron Acquisition
Agreement is in compliance with applicable laws and the Huron
Acquisition has been consummated in accordance with applicable laws
and regulations. The Huron Acquisition Agreement is in full force
and effect as of February 6, 1998 and has not been terminated,
rescinded or withdrawn. All requisite approvals by Governmental
Authorities having jurisdiction over the Borrower or its
Subsidiaries, and other Persons referenced therein, with respect to
the transactions contemplated by the Huron Acquisition Agreement,
have been obtained, and no such approvals impose any conditions to
the consummation of the transactions contemplated by the Huron
Acquisition Agreement or to the conduct by the Borrower or any
Subsidiary of its business thereafter. To the best of Borrower's
knowledge, none of the sellers' representations or warranties in
the Huron Acquisition Agreement contain any untrue statement of a
material fact or omit any fact necessary to make the facts therein
not misleading. Each of the representations or warranties given by
the Borrower in the Huron Acquisition Agreement is true and
correct in all material respects. Notwithstanding anything
contained in the Huron Acquisition Agreement to the contrary, such
representations and warranties of the Borrower are incorporated
into this Agreement by this Section 8.37 and shall, solely for
purposes of this Agreement and the benefit of the Lenders, survive
both the consummation of the Huron Acquisition and the termination
of the Huron Acquisition Agreement.
8.38 Merger. Merger Documents are in form and substance
satisfactory for effecting the Merger pursuant to such agreements
under the laws of the State of Michigan; the Merger Documents will
be filed with the Secretary of State in the State of Michigan on
February 6, 1998; and, upon the filing of the Merger Documents
with the State of Michigan, the Merger will be effected and will
be valid in accordance with the terms thereof and the laws of the
State of Michigan.
8.39 Computer Systems. On the basis of an inquiry made of the
Borrower's and each of its Subsidiary's material suppliers, vendors
and customers, the Borrower reasonably believes that the "Year 2000
problem" (that is, the risk that computer applications used by any
Person may be unable to recognize and perform properly date-
sensitive functions involving certain dates prior to and any date
after December 31, 1999) will not result in a Material Adverse
Effect.".
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(k) SECTION 9.9 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY (i) DELETING
THE WORD "AND" AT THE END OF CLAUSE (ii) CONTAINED THEREIN AND INSERTING A
COMMA IN LIEU THEREOF AND (ii) INSERTING THE FOLLOWING IMMEDIATELY AFTER CLAUSE
(iii) CONTAINED THEREIN:
", (iv) the merger of the Kenco Companies in to the Borrower, with
the Borrower as the surviving corporation of such merger, shall be
permitted and (v) the Merger shall be permitted.".
(l) SECTION 9.12 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT
IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"9.12 Guarantees. Neither the Borrower nor any of its Subsidiaries
shall make, issue or become liable on any Guaranty, except (i) Guarantees
in favor of the Agent, (ii) Guarantees executed in connection with the
Term Loan Agreement in favor of the Term Agent, (iii) Guarantees of the
Debt of Como in an amount up to $1,000,000, (iv) Guarantees in favor of
General Electric Capital Corporation of the Debt of LDM Canada in an
amount up to $1,400,000 and (v) Guaranty in favor of Comerica Bank with
respect to indebtedness of D&A Realty, Inc. in an amount not to exceed
$2,000,000.".
(m) SECTION 9.13 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT
IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"9.13 Debt. Neither the Borrower nor any of its Subsidiaries shall
incur or maintain any Debt, other than:
(a) the Obligations;
(b) trade payables and contractual obligations to suppliers and
customers incurred in the ordinary course of business;
(c) Debt consisting of Senior Subordinated Notes, provided that the
aggregate principal amount thereof shall not at any time exceed
$110,000,000;
(d) Debt consisting of Intercompany Loans made by the Borrower to
(I) LDM Canada, provided that (i) LDM Canada shall have executed and
delivered to the Borrower an Intercompany Note to evidence any such
Intercompany Loan, any security interests granted to the Borrower on the
assets of LDM Canada to secure the payments under its Intercompany Note
shall be assigned to the Agent an pursuant to documentation in form and
substance acceptable to the Agent, and such Intercompany Note shall be
pledged to the Agent pursuant to the Pledge Agreement as additional
collateral security for the Obligations, (ii) the Borrower shall record
all such Intercompany Loans on its books and records in a manner
satisfactory to Agent, (iii) at the time any such
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Intercompany Loans is made by the Borrower and after giving effect
thereto, each of the Borrower and LDM Canada shall be Solvent, (iv) the
aggregate outstanding principal amount of Intercompany Loans under this
clause (I) shall not at any one time exceed $17,000,000, consisting of
the Closing Date Intercompany Note and additional loans not to exceed
$1,000,000, plus an amount equal to the sum of (A) an amount equal to the
lesser of (x) $5,000,000 and (y) LDM Canada's Borrowing Base (as defined
in the Loan and Security Agreement), plus (B) $4,000,000, provided,
however, that the Intercompany Loans pursuant to clauses (A) and (B)
above shall not exceed in any fiscal quarter the amount of LDM Canada's
EBITDA for the immediately preceding fiscal quarter and (II) LDM Germany,
provided that (i) LDM Germany shall have executed and delivered to the
Borrower an Intercompany Note to evidence any such Intercompany Loan, and
such Intercompany Note shall conform to the requirements of a loan to an
Unleveraged Wholly Owned Restricted Subsidiary (as defined in the
Indenture) pursuant to the terms and conditions contained in the
Indenture, (ii) the Borrower shall record all such Intercompany Loans on
its books and records in a manner satisfactory to Agent, (iii) at the
time any such Intercompany Loan is made by the Borrower and after giving
effect thereto, each of the Borrower and LDM Germany shall be Solvent and
(iv) the aggregate outstanding principal amount of Intercompany Loans
under this clause (II) shall not at any one time exceed $9,160,000;
(e) Guaranties permitted pursuant to Section 9.12;
(f) Debt evidenced by the Term Loan Agreement; and
(e) other Debt existing on the Closing Date and listed on
Schedule 8.9 hereof, but without giving effect to any extensions,
renewals or refinancing thereof.".
(n) SECTION 9.14 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT IN
ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"9.14. PREPAYMENTS; AMENDMENTS. Neither the Borrower nor any of its
Subsidiaries shall voluntarily prepay, or amend, supplement or
otherwise modify the terms of, any Debt, except (i) the Obligations
in accordance with the terms of this Agreement and (ii) the
Obligations under, and as defined in, the Term Loan Agreement in
accordance with the terms of the Term Loan Agreement.".
(o) SECTION 9.17 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT IN
ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"9.17 Computer Systems. On or before December 31, 1999, the
Borrower shall, and shall cause each of its Subsidiaries to,
purchase, implement and test new information technology systems
that are fully Year 2000 compliant. The Borrower shall deliver to
the Agent, along with the Financial Statements delivered
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pursuant to Section 7.2(d), a report that sets forth the status of
such systems and projected operational date, which report shall be
in form and substance satisfactory to the Agent.".
(p) SECTION 9.23 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
IT IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"9.23 Capital Expenditures. (a) Neither the Borrower nor any
of its Subsidiaries shall make or incur any Capital Expenditure if,
after giving effect thereto, the aggregate amount of all Capital
Expenditures by the Borrower and its Subsidiaries on a consolidated
basis would exceed $25,000,000 during the 1998 Fiscal Year,
(excluding the acquisition of the assets of Tadim), and $15,000,000
during each Fiscal Year thereafter.
(b) Notwithstanding anything to the contrary contained in
clause (a) above, to the extent that Capital Expenditures made by
the Borrower and its Subsidiaries during any Fiscal Year are less
than the amount permitted to be made for such Fiscal Year pursuant
to clause (a) (without taking into account any increase in the
amount permitted during such period as a result of this clause (b))
100% of such unused amount may be carried forward to the
immediately succeeding Fiscal Year and utilized to make Capital
Expenditures in excess of the amount permitted above in such
following Fiscal Year.".
(q) SECTION 9.25 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
IT IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"9.25 Fixed Charge Coverage Ratio. The Borrower will maintain
a Fixed Charge Coverage Ratio of not less than 1.00:1.00 for each
period of four consecutive fiscal quarters ended at the end of the
most recent fiscal quarter.".
(r) SECTION 9 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING SUBSECTION AT THE END THEREOF:
"9.29 Canadian Tax Matters. The Borrower shall quarterly and
more frequently when requested by the Agent, provide to the Agent
or cause LDM Canada to provide to the Agent (i) a detailed
accounting of all amounts paid (upon collection of LDM Canada's
accounts or otherwise) by LDM Canada to the Borrower, whether or
not applied to the Obligations outstanding and whether by way of
loans, loan repayments, dividends or otherwise, together with a
calculation of all withholding and other taxes payable in respect
thereof and (ii) evidence satisfactory to the Agent of the
remittance when due to the applicable Governmental Authorities of
all withholding and other taxes payable in respect thereof.".
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(s) SECTION 10.2 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY RELETTER
SUBSECTION (b) THEREOF AS SUBSECTION (c) AND ADDING THE FOLLOWING AS A NEW
SUBSECTION (b):
(b) the Agent shall have received a Notice of Borrowing on or
prior to the date required by the terms of this Agreement; and"
(t) SECTION 13.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT
IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"13.1 No Waivers; Cumulative Remedies. No failure by the
Agent or any Lender to exercise any right, remedy, or option under
this Agreement or any present or future supplement thereto, or in
any other agreement between or among the Borrower and the Agent
and/or any Lender, or delay by the Agent or any Lender in
exercising the same, will operate as a waiver thereof. No waiver
by the Agent or any Lender will be effective unless it is in
writing, and then only to the extent specifically stated. No
waiver by the Agent or the Lenders on any occasion shall affect or
diminish the Agent's and each Lender's rights thereafter to require
strict performance by the Borrower of any provision of this
Agreement. The Agent's and each Lender's rights under this
Agreement will be cumulative and not exclusive of any other right
or remedy which the Agent or any Lender may have.".
(u) SECTION 13.3(A) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
IT IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"(a) Any Lender may, with the written consent of the Agent, assign
and delegate to one or more assignees (provided that no written consent
of the Agent shall be required in connection with any assignment and
delegation by a Lender to an Affiliate of such Lender) (each an
"Assignee") all, or any ratable part of all, of the Loans, the
Commitments and the other rights and obligations of such Lender
hereunder, in a minimum aggregate amount of $5,000,000; provided,
however, that no such assignment shall be made unless a pro rata
assignment of such Lender's Loans and Commitments under, and as defined
in, the Term Loan Agreement shall be made simultaneously to the same
Person; and provided further, that the Borrower and the Agent may
continue to deal solely and directly with such Lender in connection with
the interest so assigned to an Assignee until (i) written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the
Borrower and the Agent by such Lender and the Assignee; (ii) such Lender
and its Assignee shall have delivered to the Borrower and the Agent an
Assignment and Acceptance in the form of Exhibit G ("Assignment and
Acceptance") and (iii) the assignor Lender or Assignee has paid to the
Agent a processing fee in the amount of $2,500.".
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(v) SECTION 13.3(e) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT
IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"(e) Any Lender may at any time sell to one or more commercial
banks, financial institutions, or other Persons not Affiliates of the
Borrower (a "Participant") participating interests in any Loans, the
Commitment of that Lender and the other interests of that Lender (the
"originating Lender") hereunder and under the other Loan Documents;
provided, however that no such participation shall be made unless a pro
rata participation of such Lender's Loans and Commitments under, and as
defined in, the Term Loan Agreement shall be simultaneously made to the
same Person; and provided further, that (i) the originating Lender's
obligations under this Agreement shall remain unchanged, (ii) the
originating Lender shall remain solely responsible for the performance of
such obligations, (iii) the Borrower and the Agent shall continue to deal
solely and directly with the originating Lender in connection with the
originating Lender's rights and obligations under this Agreement and the
other Loan Documents, and (iv) no Lender shall transfer or grant any
participating interest under which the Participant has right to approve
any amendment to, or any consent or waiver with respect to, this
Agreement or any other Loan Document, and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not sold
such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have
become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of
its participating interest in amounts owing under this Agreement to the
same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement.".
(w) SECTION 15.8 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING IT IN
ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
"Notices. Except as otherwise provided herein, all notices, demands
and requests that any party is required or elects to give to any other
shall be in writing, or by a telecommunications device capable of
creating a written record, and any such notice shall become effective
(a) upon personal delivery thereof, including, but not limited to,
delivery by overnight mail and courier service, (b) four (4) days after
it shall have been mailed by United States mail, certified or registered,
with postage prepaid, or (c) in the case of notice by such a
telecommunications device, when properly transmitted, in each case
addressed to the party to be notified as follows:
If to the Agent or to BABC:
BankAmerica Business Credit, Inc.
231 South LaSalle Street
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16th Floor
Chicago, Illinois 60697
Attention: Portfolio Manager, LDM
Fax No.: (312) 974-8760
If to Borrower:
LDM Technologies, Inc.
2500 Executive Hills Drive
Auburn Hills, MI 48326
Attention: Joseph E. Blake
Fax No.: (248) 858-4122
with copies to:
LDM Technologies, Inc.
2500 Executive Hills Drive
Auburn Hills, MI 48326
Attention: Gary E. Borushko
Fax No.: (810) 858-2812
LDM Technologies, Inc.
1250 Maplelawn
Troy, MI 48084
Attention: Joseph E. Blake
Fax No.: (248) 858-4122
Dean & Fulkerson
Fifth Floor
801 West Big Beaver Road
Troy, Michigan 48084-4767
Attention: Michael B. Lewis
Fax No. (248) 362-1358
or to such other address as each party may designate for itself by like notice.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the persons designated above to
receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.".
(x) EXHIBIT G TO THE LOAN AGREEMENT ("PERMITTED PERCENTAGE") IS HEREBY
DELETED IN ITS ENTIRETY.
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2. Consent. (a) Notwithstanding anything contained in Sections 9.9, 9.10,
9.21(i), (iii), (iv) and (v) of the Loan Agreement, the Lender hereby consents
to the execution of the Huron Acquisition Agreement and the consummation of the
Huron Acquisition..
(b) Notwithstanding anything contained in Section 9.10 of the Loan
Agreement, the Lender hereby consents to the Borrower holding 30% of the
equity interests of Sunningdale Plastic Industries, Pte. Ltd., a Singapore
company, in the form such equity interests are held by the Borrower as of the
date of this Amendment.
3. Warranties and Representations. Borrower and each Guarantor hereby
warrants and represents to Lender that:
(a) Authorization, etc. Each of Borrower and each Guarantor has the power
and authority to execute, deliver and perform this Amendment and the Loan
Agreement, as amended hereby, as applicable. Each of Borrower and each
Guarantor has taken all necessary action (including, without limitation,
obtaining approval of its stockholders if necessary) to authorize its
execution, delivery and performance of this Amendment and the Loan Agreement,
as amended hereby, as applicable. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of any
other Person, is required in connection with Borrower's or any Guarantor's
execution, delivery and performance of this Amendment, except for those already
duly obtained. This Amendment has been duly executed and delivered by Borrower
and each Guarantor, and constitutes the legal, valid and binding obligation of
Borrower and such Guarantor, enforceable against it in accordance with its
terms without defense, setoff or counterclaim. Neither Borrower's nor any
Guarantor's execution, delivery and performance of this Amendment do or will
conflict with, or constitute a violation or breach of, or constitute a default
under, or result in the creation or imposition of any Lien upon the property of
Borrower or any of its Subsidiaries by reason of the terms of (a) any contract,
mortgage, Lien, lease, agreement, indenture or instrument to which Borrower or
any of its Subsidiaries is a party or which is binding upon it, (b) any
Requirement of Law applicable to Borrower or any of its Subsidiaries, or (c)
the certificate or articles of incorporation or by-laws, partnership agreement
or limited liability company agreement of Borrower or any of its Subsidiaries.
(b) Other Warranties and Representations. After giving effect to this
Amendment and the consent set forth in Section 2 hereof, all of the warranties
and representations of Borrower and each Guarantor contained in the Loan
Agreement, the Guarantor Guarantees and the other Loan Documents (including,
without limitations, this Amendment) are true and correct in all material
respects on and as of the date hereof to the same extent as though made on and
as of the date hereof (except those representations and warranties made
expressly as of a different date).
(c) No Default or Event of Default. After giving effect to this Amendment
and the consent set forth in Section 2 hereof, no Default or Event of Default
has occurred and is continuing as of the date hereof.
4. Conditions Precedent. Notwithstanding any other provision contained in
this
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Amendment or any other document, the effectiveness of this Amendment is further
expressly conditioned upon the satisfaction of each condition set forth in this
Section 5 and the delivery of the following documents to Lender on or prior to
the date hereof (unless another date shall be specified) and consummation of
all of the transactions contemplated by each such document, all in form and
substance and manner acceptable to Lender in its sole and absolute discretion:
(a) Amendment. Lender shall have received a duly executed original of
this Amendment signed by Borrower and each Guarantor.
(b) Warranties and Representations. After giving effect to this Amendment
and the consent set forth in Section 2 hereof, all of the warranties and
representations of Borrower and each Guarantor contained in the Loan Agreement,
the Guarantor Guarantees and the other Loan Documents (including, without
limitation, this Amendment) shall be true and correct in all material respects
on and as of the date hereof to the same extent as though made on and as of the
date hereof (except those representations and warranties made expressly as of a
different date).
(c) No Default or Event of Default. After giving effect to this Amendment
and the consent set forth in Section 2 hereof, no Default or Event of Default
shall have occurred and be continuing as of the date hereof.
(d) No Litigation. No litigation, investigation, proceeding, injunction,
restraint or other action shall be pending or threatened against Borrower or
any Affiliate of Borrower, or any officer, director, or executive of any
thereof, which restrains, prevents or imposes adverse conditions upon, or which
otherwise relates to, the execution, delivery or performance of this Amendment
or the Huron Acquisition Agreement.
(e) Consents and Acknowledgments. Borrower shall have obtained all
consents, approvals and acknowledgments which may be required with respect to
the execution, delivery and performance of this Amendment and the Huron
Acquisition Agreement.
(f) Fees, Costs and Expenses. Lender shall have received payment of all
fees, (including, without limitation, all fees set forth in the Fee Letter),
costs and expenses, including, without limitation, reasonable attorneys' fees
and expenses (including, without limitation, the allocated costs and expenses of
in-house counsel) invoiced to the Borrower and as otherwise due pursuant to the
Loan Agreement, incurred by Lender in connection herewith.
(g) Schedules. (i) The Borrower shall provide to the Lender revised
Schedules to the Loan Documents to the extent necessary to reflect the merger
of the Kenco Companies and the Huron Acquisition and the items set forth on the
Schedules shall be satisfactory to the Lender or (ii) a certificate of the
chief financial officer of the Borrower stating that the Schedules do not
require any revision.
(h) Huron Acquisition. The Lender shall have received evidence
satisfactory to
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Lender that the Borrower and the sellers under the Huron Acquisition Agreement
shall have consummated the transactions contemplated by the Huron Acquisition
Agreement in accordance with the terms set forth therein (which terms and
conditions shall be satisfactory to the Lender and its counsel in all
respects), and all documents required to be delivered pursuant to the Huron
Acquisition Agreement shall have been executed and delivered by the Persons
specified therein, and the Borrower shall have furnished to the Lender a
certified copy of the Huron Acquisition Agreement and all exhibits and
schedules thereto, as finally amended, and a certificate signed by the chairman
of the board of the Borrower certifying that (i) the transactions contemplated
by the Huron Acquisition Agreement have been consummated in accordance with the
Huron Acquisition Agreement and no term or condition of the Huron Acquisition
Agreement has been amended, modified or waived except as set forth in the
certified copy of the Huron Acquisition Agreement provided to the Lender, (ii)
any documents required to be filed to effect the Huron Acquisition Agreement
have been filed in accordance with applicable law, and (iii) neither the
Borrower nor any of its Subsidiaries has failed to perform any material
obligation or covenant required by the Huron Acquisition Agreement to be
performed or complied with by such Person on or before the date of consummation
of the Huron Acquisition unless waived by the sellers thereunder, and the
substance of such certificate shall be true and correct, and the Lender shall
have received copies of the Huron Acquisition Agreement and the other documents
required to be delivered pursuant to the Huron Acquisition Agreement and all
consents, approvals or permits necessary or advisable to be obtained in
connection therewith, in form and substance satisfactory to the Lender and its
counsel.
(i) Resolutions. The Lender shall have received a certified copy of the
resolutions of the Borrower authorizing the execution and delivery of, and the
consummation of the transactions contemplated by, this Amendment and the Huron
Acquisition Agreement and all other documents or instruments to be executed and
delivered in connection herewith and therewith and the performance of its
obligations hereunder and thereunder.
(j) Opinions. All opinions delivered in connection with the Huron
Acquisition shall be addressed to the Agent and the Lenders or accompanied by a
written authorization from the Person delivering such opinion stating that the
Agent and the Lenders may rely on such document as though it were addressed
to them.
(k) Mortgages; Title Insurance. The Lender shall have received fully
executed Mortgages and shall have received title insurance policies or, in the
case of the LDM Canada Mortgage, title opinions, in form and substance
acceptable to Lender, with respect to the Mortgages.
(l) Solvency. The Lender shall have received a certificate executed by
the chief financial officer of the Borrower in form and substance satisfactory
to the Lender, dated the Closing Date, with respect to the value, Solvency and
other factual information of, or relating to, as the case may be, of the
Borrower and its Subsidiaries (on a consolidated basis), after giving effect to
the Transaction.
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(m) Payoff. Payoff letters, in form and substance satisfactory to the
Lender, from each Person to the effect that the total amount under the Seller's
agreements with such Person howsoever due and owing (whether as principal,
interest or premium) shall be satisfied (and such agreement term issued) upon
payment of an amount certain together with such lien releases and such other
documents as the Lender may request.
(n) Financial Information. The Borrower shall have delivered to the
Lender:
(i) pro forma financial statements (including a balance sheet
and income statement) for the Borrower and its Subsidiaries for the one
year period ended on the last day of the fiscal quarter of the Borrower
last ended prior to the Closing Date, assuming the Huron Related
Transactions were effected on the first day of such one year period, and
such pro forma financial statements shall be accompanied by an agreed upon
procedures report prepared by Ernst & Young, LLP acceptable to the Lender,
and the Lender shall be satisfied with such pro forma financial statements
and the accounting practices and procedures utilized by the Borrower and
its Subsidiaries; and
(ii) the Lender shall have received such accountants' reports,
calculations and pro forma financial data as shall be reasonably required
by the Lender in order for them to determine compliance with any applicable
covenants contained in the Indenture, all of which shall be in form and
substance satisfactory to the Lender.
(o) Merger. The Borrower shall have delivered to the Lender all Merger
Documents, certified as true and correct by a Responsible Officer, all of which
Merger Documents shall be in form and substance reasonably satisfactory to the
Lender, and each of the conditions precedent to each Person's obligations
under the Merger Documents to consummate the Merger shall have been
satisfied (without any waiver thereto not agreed to by the Lender) to the
reasonable satisfaction of the Lender. Simultaneously with the consummation of
the transactions contemplated by this Amendment, the Merger shall have been
consummated in substantial compliance with the terms of the Merger Documents
and all applicable laws.
(p) Term Loan Agreement. The Lender shall have received a fully executed
copy of the Term Loan Agreement and all other documents entered into or
delivered in connection with the Term Loan Agreement, the initial Borrowing
under, and as defined in, the Term Loan Agreement, shall have occurred.
5. Further Assurances. Borrower hereby agrees, at its expense, to duly
execute, acknowledge and deliver to Lender all agreements, certificates,
instruments, opinions and other documents, and take all such actions, as Lender
may request in order to further effectuate the purposes of this Amendment and
to carry out the terms hereof.
6. No Novation; No Consent or Waiver. This Amendment is not, and shall not be
construed
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as, a novation, consent, waiver, release or modification with respect to any
of the terms, provisions, conditions, representations, warranties, covenants,
rights, powers or remedies set forth in the Loan Agreement or any of the other
Loan Documents, except for the specific instance and purpose for which it is
granted as expressly specified herein. Lender's failure, at any time or times
hereafter, to require strict performance by Borrower of any provision or term
of this Amendment shall not waive, affect or diminish any right of Lender
thereafter to demand strict compliance and performance herewith. None of the
undertakings, agreements, warranties, covenants and representations of Borrower
contained in this Amendment shall be deemed to have been suspended or waived by
Lender unless such suspension or waiver is (a) in writing and signed by Lender
and (b) delivered to Borrower, notwithstanding any prior practice or course of
dealing, or any waiver, forbearance or other similar agreement or
understanding, whether any of the foregoing were or are oral or written, by or
between the parties hereto.
7. Documents Remain in Effect. Except as amended and modified by this
Amendment, the Loan Agreement and the other Loan Documents remain in full force
and effect, and Borrower and each Guarantor hereby ratify, adopt and confirm
their representations, warranties, agreements and covenants contained in, and
obligations and liabilities under, the Loan Agreement and the other Loan
Documents.
8. Reference to Loan Agreement. On and after the effectiveness of this
Amendment, each reference in the Loan Agreement, as amended hereby, to "this
Agreement", "hereunder", "hereof", "herein" or words of like import, and each
reference to the "Loan Agreement" in any other Loan Document, or in any of the
other agreements, documents or other instruments executed and delivered
pursuant to the Loan Agreement, shall mean and be a reference to the Loan
Agreement, as amended hereby.
9. Incorporation of Loan Agreement. Article 15 of the Loan Agreement, as
amended herein, is incorporated herein by reference with the same effect as if
set forth in full herein with only those modifications necessary to permit such
Article to refer to this Amendment.
10. Affirmation of Guaranties. Each of LDM Holding and LDM Canada (i) consents
to and approves the execution and delivery of this Amendment by the parties
hereto, (ii) agrees that this Amendment does not and shall not limit or
diminish in any manner the obligations of the Guarantors under their respective
Guarantor Guarantees dated as of January 22, 1997, or under any of the other
documents executed and/or delivered by any of the Guarantors in connection
therewith, and agrees that such obligations of the Guarantors would not be
limited or diminished in any manner even if the Guarantors had not executed
this Amendment, (iii) agrees that this Amendment shall not be construed as
requiring the consent of the Guarantors in any other circumstance, (iv)
reaffirms its obligations under each of the Guarantor Guarantees and such other
related documents, and (v) agrees that the Guarantor Guarantees and such other
related documents remain in full force and effect and are each hereby ratified
and confirmed.
11. Facsimile Counterparts. Delivery of an executed counterpart of a signature
page to this
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Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart of this Amendment.
[signature page follows]
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IN WITNESS WHEREOF, this Amendment No. 5 and Affirmation of Guaranties has
been duly executed as of the date first written above.
LDM TECHNOLOGIES, INC.
By: ___________________________
Title:_________________________
LDM HOLDING CANADA, INC.
By:____________________________
Title:_________________________
LDM TECHNOLOGIES COMPANY
By:____________________________
Title:_________________________
BANKAMERICA BUSINESS CREDIT, INC.,
as Lender and as Agent
By: ___________________________
Title:_________________________
S-1
[TO AMENDMENT NO. 5]