EXHIBIT 10.1
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STONERIDGE, INC.
as Borrower
THE LENDERS NAMED THEREIN
as Lenders
DLJ CAPITAL FUNDING, INC.
as Syndication Agent
NATIONAL CITY BANK
as a Lender, a Letter of Credit Issuer,
the Administrative Agent and the Collateral Agent
PNC BANK, NATIONAL ASSOCIATION
as Documentation Agent
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AMENDMENT NO. 3
dated as of
May 25, 2000
to
CREDIT AGREEMENT
dated as of
December 30, 1998
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AMENDMENT NO. 3 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 25, 2000
("this Amendment"), among the following:
(i) STONERIDGE, INC., an Ohio corporation (herein, together
with its successors and assigns, the "Borrower");
(ii) the Lenders signatory hereto;
(iii) DLJ CAPITAL FUNDING, INC., a Delaware corporation, as
Syndication Agent;
(iv) NATIONAL CITY BANK, a national banking association, as a
Lender, the Letter of Credit Issuer, and as the Administrative Agent
and the Collateral Agent under the Credit Agreement; and
(v) PNC BANK, NATIONAL ASSOCIATION, a national banking association,
as the Documentation Agent:
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders named therein, and the Agents entered into
the Credit Agreement, dated as of December 30, 1998, as amended by
Amendment No. 1 thereto, dated as of January 28, 1999, and Amendment No. 2
thereto, dated as of September 7, 1999 (as so amended and in effect immediately
prior to the effective date of this Amendment, the "Credit Agreement"; with the
terms defined therein, or the definitions of which are incorporated therein,
being used herein as so defined).
(2) For the avoidance of doubt, it is noted that Hi-Stat Manufacturing Co.,
Inc., a Florida corporation and a Wholly-Owned Subsidiary of the Borrower,
merged with and into the Borrower, with the Borrower as the surviving
corporation in such merger, effective on December 31, 1999.
(3) The parties hereto desire to change certain of the terms and
provisions of the Credit Agreement relating to the Revolving Commitments, to
permit Revolving Borrowings to be made in foreign currencies and by one or more
Subsidiaries of the Borrower (each of which shall become a party hereto as a
Foreign Subsidiary Borrower (as defined herein) as provided herein), and to add
provisions for Swing Line Loans to be made to the Borrower by National City Bank
as the Swing Line Lender, all as more fully set forth below.
(4) On or prior to the Effective Date of this Amendment, the Required
Lenders will have consented to the execution and delivery of this Amendment,
either by becoming a party to this Amendment or by delivery to the
Administrative Agent of a separate written consent to such effect.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. AMENDMENTS, ETC.
1.1. Changes to Definitions. (a) Effective on the Effective Date of this
Amendment provided for in section 3 hereof, section 1.1 of the Credit Agreement
is amended by adding the following at the end of the definition of the term
"Adjusted Eurodollar Rate":
Notwithstanding the foregoing, whenever the Adjusted Eurodollar Rate is
to be determined for or with reference to a Eurodollar Loan which is
denominated in an Alternative Currency, the applicable rate shall be
determined by reference to Page 3740 (or any other appropriate page) of
the Telerate Service for the applicable Alternative Currency.
(b) Effective on the Effective Date of this Amendment provided for in
section 3 hereof, section 1.1 of the Credit Agreement is amended by changing the
following definitions to read as indicated below:
"Applicable Lending Office" shall mean, with respect to each
Lender, (i) such Lender's Domestic Lending Office, in the case of
Borrowings consisting of Prime Rate Loans or in the case of Borrowings from
the Swing Line Lender, and (ii) such Lender's Eurodollar Lending Office in
the case of Borrowings consisting of Eurodollar Loans. A Revolving Lender
which makes a Revolving Loan denominated in an Alternative Currency may, in
addition, by notice to the Administrative Agent designate a branch,
affiliate or correspondent office as its Applicable Lending Office with
respect to Revolving Loans denominated in that Alternative Currency.
"Borrowing" shall mean a Revolving Borrowing, a Swing Line
Borrowing or a Term Borrowing, as the case may be.
"Commitment" shall mean, with respect to each Lender, its Term A
Commitment, if any, its Term B Commitment, if any, its Revolving
Commitment, if any, or its Swing Line Commitment, if any, or any or all of
such Commitments of a Lender, as applicable.
"Facility" shall mean the Revolving Facility, the Swing Line
Facility, the Term A Facility or the Term B Facility, or any of them, as
applicable.
"Maturity Date" shall mean the Revolving Maturity Date, the Swing
Line Maturity Date, the Term A Maturity Date or the Term B Maturity Date,
as applicable.
"Note" shall mean a Revolving Note, the Swing Line Note, a Term A Note
or a Term B Note, as applicable.
"Total Commitment" shall mean the sum of the Total Revolving
Commitment, the Swing Line Commitment, the Total Term A Commitment and the
Total Term B Commitment.
"Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Prime Rate Loan, Eurodollar
Loan or Money Market Rate Loan.
1.2. Additional Definitions. Effective on the Effective Date of this
Amendment provided for in section 3 hereof, section 1.1 of the Credit Agreement
is amended by adding the following definitions in appropriate alphabetic order:
"Election to Participate" shall mean an Election to Participate
substantially in the form of Exhibit G.
"Election to Terminate" shall mean an Election to Terminate
substantially in the form of Exhibit H.
"Foreign Subsidiary Borrower" shall mean any Foreign Subsidiary of
the Borrower which shall have become a Foreign Subsidiary Borrower pursuant
to section 8.16 hereof, or any of them, as the case may be.
"Money Market Rate Loan" shall have the meaning provided in
section 2.7(h).
"Swing Line Borrowing" shall mean a borrowing of a Swing Line Loan
from the Swing Line Lender.
"Swing Line Commitment" shall mean, with respect to the Swing Line
Lender, the amount set forth opposite such Lender's name in Annex I as its
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"Swing Line Commitment" as the same may be reduced from time to time
pursuant to section 4.2, 4.3 and/or 10.2 or adjusted from time to time as a
result of assignments to or from the Swing Line Lender pursuant to section
12.4.
"Swing Line Facility" shall mean the credit facility evidenced by the
Swing Line Commitment.
"Swing Line Lender" shall mean NCB as the Lender which has the Swing
Line Commitment and shall include any other single Lender to whom the Swing
Line Lender has transferred its entire Swing Line Commitment and any Swing
Line Loans.
"Swing Line Loan" shall have the meaning provided in section 2.1(d).
"Swing Line Maturity Date" shall mean December 31, 2003, or such
earlier date on which the Swing Line Commitment is terminated.
"Swing Line Note" shall have the meaning provided in section 2.5(a).
1.3. Currency Equivalents. Effective on the Effective Date of this
Amendment provided for in section 3 hereof, section 1.4 of the Credit Agreement
is amended by adding the following at the end thereof:
Notwithstanding the foregoing, for purposes of determining the amount
of the Commitment Fee payable pursuant to section 4.1(a) hereof, the
equivalent in Dollars of any outstanding Revolving Loans which are
denominated in an Alternative Currency shall be determined by using the
quoted spot rate at which the Administrative Agent offers to exchange
Dollars for such Alternative Currency at its Payment Office at 9:00 A.M.
(local time at the Payment Office) two Business Days prior to the
commencement date of the applicable Interest Period for such Revolving
Loans, unless the Administrative Agent, in its sole discretion, elects to
use another day or basis for determining such equivalent in Dollars.
1.4. Omnibus Changes. Effective on the Effective Date of this Amendment
provided for in section 3 hereof, notwithstanding anything to the contrary
contained in the Credit Agreement, any Revolving Notes or any other Credit
Documents:
(a) all references in the Credit Agreement and the other
Credit Documents to and the use of the term "Borrower" will, unless the
context otherwise clearly requires, be considered to refer to
Stoneridge, Inc., an Ohio corporation and its successors and assigns,
as the Borrower, and/or to any Foreign Subsidiary Borrower which has,
or which had at any applicable time, any outstanding Revolving Loans;
(b) a Foreign Subsidiary Borrower shall have all obligations
of the Borrower hereunder in respect of all Revolving Loans made to it,
including, without limitation, obligations to repay and prepay such
Revolving Loans, to pay interest thereon, and obligations under
sections 2.9, 2.10 and 5.4 hereof;
(c) in the case of Revolving Loans denominated in an Alternative
Currency, all such Loans shall be considered Eurodollar Loans for all
purposes of this Agreement and the other Credit Documents, despite the fact
that they are not denominated in U.S. Dollars;
(d) all disbursements of funds by the Lenders or the
Administrative Agent in respect of the making of any Revolving Loans
which are denominated in an Alternative Currency shall be made in that
Alternative Currency, to an account at the Payment Office of the
Administrative Agent designated by the applicable Borrower and in funds
which are at the time immediately available at the Payment Office; and
(e) all payments of the principal of and interest on any
Revolving Loans which are denominated in an Alternative Currency shall
be made in that Alternative Currency and in funds which are at the time
immediately available at the Payment Office of the Administrative
Agent.
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1.5. Swing Line Commitment. Effective on the Effective Date of this
Amendment provided for in section 3 hereof, Annex I to the Credit Agreement is
amended to add a reference for National City Bank to its Swing Line Commitment
in the amount of $5,000,000.
1.6. Commitments, etc. Effective on the Effective Date of this
Amendment provided for in section 3 hereof, section 2.1(c) of the Credit
Agreement is replaced with the following new sections 2.1(c) and (d):
(c) Revolving Facility. Loans under the Revolving Facility
(each a "Revolving Loan" and, collectively, the "Revolving Loans"): (i)
may be incurred by the Borrower or any Foreign Subsidiary Borrower at
any time and from time to time on and after the Closing Date and prior
to the date the Total Revolving Commitment terminates; (ii) except as
otherwise provided, may, at the option of the Borrower or any
applicable Foreign Subsidiary Borrower, be incurred and maintained as,
or Converted into, Revolving Loans which are Prime Rate Loans, or
Eurodollar Loans denominated in Dollars or in an Alternative Currency,
provided that all Revolving Loans made as part of the same Revolving
Borrowing shall, unless otherwise specifically provided herein, consist
of Revolving Loans of the same Type and currency; (iii) when incurred
by the Borrower may, subject to the provisions hereof, be denominated
in U. S. Dollars or in an Alternative Currency; (iv) when incurred by a
Foreign Subsidiary Borrower may be denominated only in an Alternative
Currency; (v) may only be incurred if after giving effect thereto the
aggregate principal amount of the outstanding Revolving Loans which are
not denominated in Dollars represents less than 50% of the then Total
Revolving Commitment; (vi) may only be incurred if after giving effect
thereto the aggregate principal amount of the outstanding Revolving
Loans of all Foreign Subsidiary Borrowers represents less than 25% of
the then Total Revolving Commitment; (vii) may be repaid or prepaid and
reborrowed in accordance with the provisions hereof; (viii) may only be
made if after giving effect thereto the Unutilized Total Revolving
Commitment exceeds the outstanding Swing Line Loans; and (ix) shall not
exceed for any Lender at any time outstanding that aggregate principal
amount which, when added to the product at such time of (A) such
Lender's Revolving Facility Percentage, times (B) the aggregate Letter
of Credit Outstandings, equals the Revolving Commitment of such Lender
at such time. In addition, no Revolving Loans shall be incurred at any
time if after giving effect thereto the Borrower would be required to
prepay Revolving Loans in accordance with section 5.2(b).
(d) Swing Line Facility; Possible Participations in Swing Line
Loans. Loans to the Borrower under the Swing Line Facility (each a
"Swing Line Loan" and, collectively, the "Swing Line Loans") (i) shall
be made only by the Swing Line Lender, (ii) may be made at any time and
from time to time on and after the Closing Date and prior to the date the
Swing Line Commitment terminates; (iii) shall be made only in U.S. Dollars;
(iv) shall have a maturity of one Business Day; (v) may only be incurred
as a Money Market Rate Loan; (iv) shall be incurred in the minimum amount
of $500,000, or any multiple of $100,000 in excess thereof; (vi) may be
repaid or prepaid and reborrowed in accordance with the provisions hereof;
(vii) may only be made if after giving effect thereto the Unutilized Total
Revolving Commitment exceeds the outstanding Swing Line Loans; and (viii)
shall not exceed for the Swing Line Lender at any time outstanding its
Swing Line Revolving Commitment in effect at such time. In addition, no
Swing Line Loan may be incurred at any time if at such time, and in lieu of
incurring such Swing Line Loan, the Borrower would not have been entitled
to make a Revolving Borrowing consisting of Prime Rate Loans in the same
aggregate principal amount,ignoring for such purpose the differences in the
Minimum Borrowing Amount between Swing Line Loans and Revolving Loans.
The Swing Line Lender may by written notice given to the
Administrative Agent not later than 10:00 A. M. (local time at the Notice
Office), on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swing Line
Loans outstanding. Such notice shall specify the aggregate amount of Swing
Line Loans in which Revolving Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof
to each Revolving Lender, specifying in such notice such Lender's Revolving
Facility Percentage of such Swing Line Loan or Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees, upon receipt of notice
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as provided above, to pay to the Administrative Agent, for the account of
the Swing Line Lender, such Lender's Revolving Facility Percentage of such
Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees
that its obligation to acquire participations in Swing Line Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including the occurrence and continuance
of a Default or Event of Default or any reduction or termination of the
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Revolving Lender
shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in section 2.4
with respect to Revolving Loans made by such Lender (and section 2.4
shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the administrative Agent shall promptly pay to the Swing
Line Lender the amounts so received by it from the Revolving Lenders.
The Administrative Agent shall notify the Borrower of any participations in
any Swing Line Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swing Line Loan shall be made to the
Administrative Agent and not to the Swing Line Lender. Any amounts
received by the Swing Line Lender from the Borrower (or other party on
behalf of the Borrower) in respect of a Swing Line Loan after receipt by
the Swing Line Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swing Line Lender, as
their interests may appear. The purchase of participations in a Swing
Line Loan pursuant to this paragraph shall not relieve the Borrower of
any default in the payment thereof. Notwithstanding the foregoing, a
Revolving Lender shall not have any obligation to acquire a participation
in a Swing Line Loan pursuant to this paragraph if an Event of Default
shall have occurred and be continuing at the time such Swing Line Loan
was first made and such Revolving Lender shall have notified the Swing
Line Lender in writing, at least one Business Day prior to the time such
Swing Line Loan was first made, that such Event of Default has occurred
and that such Lender will not acquire participations in Swing Line Loans
made while such Event of Default is continuing.
1.7. Borrowing Procedures for Revolving Loans Denominated in an
Alternative Currency and for Swing Line Loans, etc. Effective on the Effective
Date of this Amendment provided for in section 3 hereof, new sections 2.3(c),
(d) and (e) are added to the Credit Agreement, reading in their entirety as
follows:
(c) Notwithstanding the foregoing, in the case of any Notice of
Borrowing which relates to a Revolving Borrowing consisting of Eurodollar
Loans denominated in an Alternative Currency, such Notice of Borrowing must
be delivered to the Administrative Agent prior to 12:00 noon (local time at
its Notice Office), at least five Business Days' prior to the requested
date for the Borrowing, and must specify the particular Alternative
Currency requested. The Minimum Borrowing Amount for a Borrowing of
Revolving Loans denominated in an Alternative Currency shall,
notwithstanding anything to the contrary contained herein, be established
by the Administrative Agent at substantially the equivalent in the
Alternative Currency to the Minimum Borrowing Amount which would be
applicable to a Borrowing of Eurodollar Loans denominated in Dollars.
Notwithstanding anything herein to the contrary, in the case of any Notice
of Borrowing which relates to a Revolving Borrowing consisting of
Eurodollar Loans denominated in an Alternative Currency, the only Interest
Period which may be applicable to such Revolving Borrowing shall, at the
option of any applicable Borrower, be a one, two or three month period.
(d) In the case of a proposed Borrowing under the Revolving Facility
comprised of Eurodollar Loans denominated in an Alternative Currency, the
obligation of any Revolving Lender to make its Eurodollar Loan in the
requested Alternative Currency as part of such Borrowing is subject to:
subject to:
(A) if such requested Alternative Currency is Pounds
Sterling, Swedish Krona, German Marks or euros, the
confirmation by the Administrative Agent to the Borrower not
later than the fourth Business Day before the requested date
of such Borrowing that such Alternative Currency is readily
and freely transferable and convertible into Dollars, or
(B) if such requested Alternative Currency is not an
Alternative Currency specified in clause (A) above, such
requested Alternative Currency shall be acceptable to such
Lender (which acceptability shall be presumed if such Lender
fails to notify the Administrative Agent in writing not later
than the third Business Day before the requested date of such
Borrowing that such Alternative Currency is not acceptable to
such Lender (any such notice of unacceptability of an
Alternative Currency shall be notified immediately by the
Administrative Agent to the Borrower)).
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If the Administrative Agent shall not have provided the confirmation
referred to in clause (A) above, or any affected Lender shall have so
notified the Administrative Agent that a particular Alternative
Currency is not acceptable to it as provided in clause (B) above, the
Administrative Agent shall promptly notify the Borrower and each
affected Lender thereof, whereupon the Notice of Borrowing relating
thereto shall be considered withdrawn and the Borrowing requested in
such Notice of Borrowing shall not occur.
(e) Notwithstanding the foregoing, in the case of any Notice of
Borrowing which relates to a Borrowing of a Swing Line Loan from the
Swing Line Lender, such Notice of Borrowing must be delivered to the
Administrative Agent and the Swing Line Lender no later than 1:00 P. M.
(local time at the Notice Office) on the requested date for the
Borrowing, and must specify the amount of the Swing Line Loan
requested. Each Swing Line Loan shall mature and be paid on the next
Business Day, subject to any reborrowing thereof as a new Swing Line
Loan.
1.8. Certain New or Amended Exhibits. Effective on the Effective Date
of this Amendment provided for in section 3 hereof, (i) Exhibit A-3 to the
Credit Agreement is replaced by Exhibit A-3 hereto, and (ii) Exhibit A-4,
Exhibit G and Exhibit H, each of which is attached hereto, are added to the
Credit Agreement as new Exhibits A-4, G and H, respectively.
1.9. Forms of Notes. Effective on the Effective Date of this Amendment
provided for in section 3 hereof, section 2.5(a) of the Credit Agreement is
amended by adding the following at the end thereof:
The Borrower's obligation to pay the principal of, and interest on, the
Swing Line Loans made to it by the Swing Line Lender shall be evidenced
by a promissory note of the Borrower substantially in the form of
Exhibit A-4 with blanks appropriately completed in conformity herewith
(the "Swing Line Note"). A Foreign Subsidiary Borrower's obligation to
pay the principal of, and interest on, the Revolving Loans made to it by
a Lender shall be evidenced by a Revolving Note of such Foreign
Subsidiary Borrower, modified as appropriate to reflect the Alternative
Currency or Alternative Currencies involved and with blanks appropriately
completed in conformity herewith.
1.10. Swing Line Note. Effective on the Effective Date of this Amendment
provided for in section 3 hereof, section 2.5(d) of the Credit Agreement is
amended by adding the following at the end thereof:
The Swing Line Note issued by the Borrower to the Swing Line Lender shall:
(i) be executed by the Borrower; (ii) be payable to the order of such
Lender and be dated on or prior to the date the first loan evidenced
thereby is made; (iii) be payable in the principal amount of Swing Line
Loans evidenced thereby; (iv) mature as to any Swing Line Loan on the
next Business Day after such Swing Line Loan was made; (v) bear interest
as provided in section 2.7 in respect of the Money Market Rate Loans
evidenced thereby; (vi) be subject to mandatory prepayment as provided
in section 5.2; and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.
1.11. No Conversion of Alternative Currency Loans; No Redenominations.
Effective on the Effective Date of this Amendment provided for in section 3
hereof, section 2.6 of the Credit Agreement is amended by adding the following
at the end thereof:
Notwithstanding the foregoing or any other provision of this Agreement
to the contrary, (i) no Revolving Loans denominated in an Alternative
Currency may be converted, in whole or in part, into Revolving Loans of
any other Type, and (ii) no Revolving Loans denominated in any currency
may be redenominated into any other currency.
1.12. Interest on Swing Line Loans. Effective on the Effective Date of
this Amendment provided for in section 3 hereof, a new section 2.7(h) is
added to the Credit Agreement, reading in its entirety as follows:
(h) Interest on Swing Line Loans. A Swing Line Loan shall bear
interest prior to maturity at a fixed rate per annum which shall at all
times be equal to the interest rate quoted from time to time by the
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Swing Line Lender to the Borrower as the "overnight" borrowing rate for
that particular Swing Line Loan. Accordingly, the only Type of Swing
Line Loan is a"Money Market Rate Loan". Interest on a Swing Line Loan
shall be payable monthly in arrears on the last Business Day of each
month, or on any earlier date when the Swing Line Commitment is
terminated or expires, and after maturity such interest shall be
payable on demand.
1.13. Increased Costs, Illegality. Effective on the Effective Date of
this Amendment provided for in section 3 hereof, section 2.9 of the Credit
Agreement is amended by adding the following paragraph at the end thereof:
(e) Notwithstanding anything to the contrary contained in this
section 2.9, (i) in the case of any Revolving Loan of a Foreign
Subsidiary Borrower denominated in an Alternative Currency which is
outstanding and is affected by the circumstances described in section
2.9(a)(ii) or (iii), the right to Continue such Eurodollar Loan for an
additional Interest Period shall be suspended and the applicable
Borrower will immediately prepay in full all Eurodollar Loans which are
part of the same Borrowing, together with accrued interest and any
breakage compensation payable under section 2.10 hereof; and (ii) in
the case of any requested Borrowing of Revolving Loans denominated in
an Alternative Currency which is affected by the circumstances described
in section 2.9(a)(i), (ii) or (iii), no Foreign Subsidiary Borrower shall
be permitted to incur any such Borrowing until the circumstances described
in section 2.9(a)(i), (ii) or (iii), as applicable, no longer exist.
1.14. Termination or Reduction of Commitments. (a) Effective on the
Effective Date of this Amendment provided for in section 3 hereof, section 4.2
of the Credit Agreement is amended by adding the following at the end thereof:
Notwithstanding the foregoing (x) no permanent reduction in the amount
of the Total Revolving Commitment shall be made unless after giving
effect thereto the Total Revolving Commitment as then in effect exceeds
the Swing Line Commitment as then in effect by at least $25,000,000;
and (y) upon at least three Business Days' prior written notice (or
telephonic notice confirmed in writing) to the Administrative Agent at
its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), the Borrower shall have the right to
partially and permanently reduce the unused amount of the Swing Line
Commitment, provided that any partial reduction of the unused amount of
the Swing Line Commitment pursuant to this provision shall be in the
amount of at least $1,000,000 (or, if greater, in integral multiples of
$1,000,000).
(b) Effective on the Effective Date of this Amendment provided for in
section 3 hereof, section 4.3(d) of the Credit Agreement is amended by adding
the following at the end thereof:
The Swing Line Commitment shall terminate on the earlier of (x) the
Swing Line Maturity Date, (y) the date on which the Total Revolving
Commitment terminates or expires, or (z) the date on which a Change of
Control occurs.
1.15. Prepayments of Swing Line Loans. (a) Effective on the Effective Date
of this Amendment provided for in section 3 hereof, section 5.1 of the Credit
Agreement is amended by adding the following at the end thereof:
Swing Line Loans may not be prepaid, in whole or in part, prior to their
maturity date, which shall in the case of any Swing Line Loan, be the
first Business Day following the date such Swing Line Loan is made, except
as provided in section 5.1(b) or as may be permitted with the consent
of the Swing Line Lender.
(b) Effective on the Effective Date of this Amendment provided for in
section 3 hereof, section 5.2(b) of the Credit Agreement is amended by adding
the following at the end thereof:
If on any date (after giving effect to any other payments on such date)
the aggregate outstanding principal amount of Swing Line Loans exceeds
the Unutilized Total Revolving Commitment as then in effect, the
Borrower shall prepay on such date Swing Line Loans in an aggregate amount
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at least equal to such excess. If on any date (after giving effect to
any other payments on such date) the aggregate outstanding principal amount
of Swing Line Loans exceeds the Swing Line Commitment at such time, the
Borrower shall prepay on such date Swing Line Loans in an aggregate amount
at least equal to such excess.
1.16. Conditions to First Borrowing by a Foreign Subsidiary Borrower.
Effective on the Effective Date of this Amendment provided for in section 3
hereof, a new section 6.3 is added to the Credit Agreement, reading in its
entirety as follows:
6.3. First Borrowing by any Additional Foreign Subsidiary Borrower.
The obligations of the Lenders to make any Revolving Loan on the occasion
of the first Borrowing by any Foreign Subsidiary Borrower hereunder is
subject to the satisfaction of the following conditions:
(a) Notes. Receipt by the Administrative Agent for the
account of each applicable Lender of each appropriate Note or Notes
executed by such Foreign Subsidiary Borrower, in each case, in the
amount, maturity and as otherwise provided herein.
(b) Certified Resolutions and Incumbency. Receipt by the
Administrative Agent, in sufficient quantities for the Revolving
Lenders, of certified resolutions and an incumbency certificate for
such Foreign Subsidiary Borrower, satisfactory in form and substance
to the Administrative Agent.
(c) Election to Participate. Receipt by the Administrative
Agent, in sufficient quantities for the Revolving Lendgers, of
a duly executed Election to Participate of such Foreign Subsidiary
Borrower, satisfactory in form and substance to the Administrative
Agent, and acceptance of such Election to Participate by the
Administrative Agent (which acceptance shall be effected by the
Administrative Agent only pursuant to the instructions, or with the
consent, of the Required Revolving Lenders).
1.17. Addition and Deletion of Foreign Subsidiary Borrowers. Effective
on the Effective Date of this Amendment provided for in section 3 hereof, a new
section 8.16 is added to the Credit Agreement, reading in its entirety as
follows:
8.16. Addition and Deletion of Foreign Subsidiary Borrowers.
Whenever the Borrower determines that it desires for a Foreign
Subsidiary which is not already a Foreign Subsidiary Borrower to become
a party hereto as a Foreign Subsidiary Borrower, it will cause such
Foreign Subsidiary to deliver to the Administrative Agent an Election
to Participate for such Foreign Subsidiary and the other documents
contemplated by section 6.3. No Election to Participate shall be
effective to add a Foreign Subsidiary Borrower hereunder or for any
other purposes of this Agreement unless it is accepted in writing by
the Administrative Agent as evidenced by the signature of one of its
officers in the space provided at the end thereof. No acceptance of an
Election to Participate shall be effected by the Administrative Agent
except pursuant to the instructions, or with the consent, of the
Required Revolving Lenders. If at any time the Borrower determines that
a Foreign Subsidiary should no longer be a Foreign Subsidiary Borrower,
it may, if such Foreign Subsidiary Borrower has no outstanding Loans or
other Obligations hereunder, cause such Foreign Subsidiary Borrower to
deliver to the Administrative Agent an Election to Terminate with respect
to such Foreign Subsidiary Borrower.
Without limitation of the provisions of section 2.9 hereof, if
the cost to any Lender of making or maintaining any Revolving loan to a
Foreign Subsidiary Borrower is increased (or the amount of any sum
received or receivable by any Lender (or its Applicable Lending Office)
is reduced) by an amount deemed in good faith by such Lender to be
material, by reason of the fact that such Foreign Subsidiary Borrower
is incorporated in, or conducts business in, a jurisdiction outside the
United States, such Foreign Subsidiary Borrower shall indemnify such
Lender for such increased cost or reduction within 15 days after demand
by such Lender (with a copy to the Administrative Agent). A certificate
of such Lender claiming compensation under this paragraph and setting
forth the additional amount or amounts to be paid to it hereunder (and
the basis for the calculation of such amount or amounts) shall be
conclusive in the absence of manifest error.
8
1.18. Judgment Currency. Effective on the Effective Date of this
Amendment provided for in section 3 hereof, a new section 12.22 is added to
the Credit Agreement, reading in its entirety as follows:
12.22. Judgment Currency. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder or
under any of the Notes in any currency (the "Original Currency") into
another currency (the "Other Currency") the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the Original Currency with the
Other Currency at the Payment Office on the second Business Day preceding
that on which final judgment is given.
(b) The obligation of the Borrower or any other Credit Party in
respect of any sum due in the Original Currency from it to any Lender or
the Administrative Agent hereunder shall, notwithstanding any judgment in
any Other Currency, be discharged only to the extent that on the Business
Day following receipt by such Lender or the Administrative Agent (as the
case may be) of any sum adjudged to be so due in such Other Currency such
Lender or the Administrative Agent (as the case may be) may in accordance
with normal banking procedures purchase U.S. Dollars with such Other
Currency; if the amount of the Original Currency so purchased is less than
the sum originally due to such Lender or the Administrative Agent (as the
case may be) in the Original Currency, the Borrower and/or any other
applicable Credit Party agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent (as the case may be) against such loss, and if the
amount of the Original Currency so purchased exceeds the sum originally due
to any Lender or the Administrative Agent (as the case may be) in the
Original Currency, such Lender or the Administrative Agent (as the case may
be) agrees to remit to the applicable Borrower or other Credit Party such
excess.
1.19. Parent Guaranty. Effective on the Effective Date of this Amendment
provided for in section 3 hereof, a new section 13 is added to the Credit
Agreement, reading in its entirety as follows:
SECTION 13 GUARANTY BY THE COMPANY.
13.1. Guaranty of Other Credit Party Obligations. STONERIDGE,
INC., an Ohio corporation (herein in this section 13, together with its
successors and assign, referred to as the "Company"), hereby
unconditionally guarantees, for the benefit of the Administrative Agent
and the Lenders, the full and punctual payment by each other Credit
Party of the principal of and interest on its Loans and all other
Obligations, now or hereafter incurred, existing or arising pursuant to
this Agreement or any of the other Credit Documents, including any such
interest or other amounts incurred or arising during the pendency of
any bankruptcy, insolvency, reorganization, receivership or similar
proceeding, regardless of whether allowed or allowable in such
proceeding or subject to an automatic stay under section 362(a) of the
Bankruptcy Code (collectively, the "Guaranteed Affiliate Obligations").
Upon failure by any other Credit Party to pay punctually any Guaranteed
Affiliate Obligation, the Company shall forthwith on demand by the
Administrative Agent pay the amount not so paid at the place and in the
currency and otherwise in the manner specified in this Agreement or any
other applicable agreement or instrument.
13.2. Additional Undertaking. As a separate, additional and
continuing obligation, the Company unconditionally and irrevocably
undertakes and agrees, for the benefit of the Administrative Agent and
the Lenders that, should any amounts not be recoverable from the
Company under section 13.1 for any reason whatsoever (including,
without limitation, by reason of any provision of any Credit Document
or any other agreement or instrument executed in connection therewith
being or becoming void, unenforceable, or otherwise invalid under any
applicable law) then, notwithstanding any notice or knowledge thereof
by any Lender, the Administrative Agent, any of their respective
Affiliates, or any other person, at any time, the Company as sole,
original and independent obligor, upon demand by the Administrative
Agent, will make payment to the Administrative Agent, for the account
of the Lenders and the Administrative Agent, of all such obligations
not so recoverable by way of full indemnity, in such currency and
otherwise in such manner as is provided in the Credit Documents or any
other applicable agreement or instrument.
9
13.3. Guaranty Unconditional, etc. The obligations of the
Company under this section 13 shall be unconditional and absolute and,
without limiting the generality of the foregoing shall not be released,
discharged or otherwise affected by the occurrence, one or more times,
of any of the following:
(i) any extension, renewal, settlement, compromise,
waiver or release in respect to any Guaranteed Affiliate
Obligation of any other Credit Party under any agreement or
instrument, by operation of law or otherwise;
(ii) any modification or amendment of or supplement to this
Agreement, any Note, any other Credit Document, or any agreement or
instrument evidencing or relating to any Guaranteed Affiliate
Obligation;
(iii) any release, non-perfection or invalidity of any direct
or indirect security for any Guaranteed Affiliate Obligation of any
other Credit Party under any agreement or instrument evidencing or
relating to any Guaranteed Affiliate Obligation;
(iv) any change in the corporate existence, structure
or ownership of any other Credit Party or any insolvency,
bankruptcy, reorganization or other similar proceeding
affecting any other Credit Party or its assets or any
resulting release or discharge of any obligation of any other
Credit Party contained in any agreement or instrument
evidencing or relating to any Guaranteed Affiliate Obligation;
(v) the existence of any claim, set-off or other rights
which the Company may have at any time against any other Credit
Party, any Agent, any Lender, any of their Affiliates, or any other
person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against
any other Credit Party for any reason of any agreement or instrument
evidencing or relating to any Guaranteed Affiliate Obligation, or any
provision of applicable law or regulation purporting to prohibit the
payment by any other Credit Party of any Guaranteed Affiliate
Obligations; or
(vii) any other act or omission to act or delay of any kind
by any other Credit Party, any Agent, any Lender or any other person
or any other circumstance whatsoever which might, but for the
provisions of this section 13, constitute a legal or equitable
discharge of the Company's obligations under this section 13.
13.4. Company Obligations to Remain in Effect; Restoration.
The Company's obligations under this section 13 shall remain in full
force and effect until the Commitments shall have terminated, and the
principal of and interest on the Notes and other Guaranteed Affiliate
Obligations, and all other amounts payable by the Company or any other
Credit Party under the Credit Documents or any other agreement or
instrument evidencing or relating to any of the Guaranteed Affiliate
Obligations, shall have been paid in full. If at any time any payment
of any of the Guaranteed Affiliate Obligations of any other Credit
Party in respect of any Guaranteed Affiliate Obligations is rescinded
or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of such other Credit Party, the Company's
obligations under this section with respect to such payment shall be
reinstated at such time as though such payment had been due but not
made at such time.
13.5. Waiver of Acceptance, etc. The Company irrevocably
waives acceptance hereof, presentment, demand, protest and any notice
not provided for herein, as well as any requirement that at any time
any action be taken by any person against any other Credit Party or any
other person, or against any collateral or guaranty of any other person.
13.6. Subrogation. Until the indefeasible payment in full of
all of the Obligations and the termination of the Commitments of the
Lenders hereunder, the Company shall have no rights, by operation of
10
law or otherwise, upon making any payment under this section to be
subrogated to the rights of the payee against any other Credit Party
with respect to such payment or otherwise to be reimbursed, indemnified
or exonerated by any other Credit Party in respect thereof.
13.7. Effect of Stay. In the event that acceleration of the
time for payment of any amount payable by any other Credit Party under
any Guaranteed Affiliate Obligation is stayed upon insolvency,
bankruptcy or reorganization of such other Credit Party, all such
amounts otherwise subject to acceleration under the terms of any
applicable agreement or instrument evidencing or relating to any
Guaranteed Affiliate Obligation shall nonetheless be payable by the
Company under this section forthwith on demand by the Administrative Agent.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants as follows:
2.1. Authorization and Validity of Amendment, etc. This Amendment has
been duly authorized by all necessary corporate action on the part of the
Borrower, has been duly executed and delivered by a duly authorized officer of
the Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).
2.2. Representations and Warranties. The representations and warranties
of the Credit Parties contained in the Credit Agreement or in the other Credit
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier specified
date, in which case such representations and warranties are hereby reaffirmed as
true and correct in all material respects as of the date when made.
2.3. No Event of Default. No condition or event has occurred or
exists which constitutes or which, after notice or lapse of time or both, would
constitute an Event of Default.
2.4. Compliance. The Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby, and the
other Credit Documents to which it is a party; and without limitation of the
foregoing, each Subsidiary of the Borrower which, as of the date hereof, is
required to be a Subsidiary Guarantor, has as on or prior to the date hereof
become a Subsidiary Guarantor under the Subsidiary Guaranty.
2.5. Financial Statements, etc. The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of:
(a) the audited consolidated balance sheets of the Borrower and its
consolidated subsidiaries as of December 31, 1998, and December 31, 1999,
and the related audited consolidated statements of income, stockholders'
equity, and cash flows for the fiscal years then ended, accompanied by the
unqualified report thereon of the Borrower's independent accountants; and
(b) the unaudited condensed consolidated balance sheets of the
Borrower and its consolidated subsidiaries as of March 31, 2000, and the
related unaudited condensed consolidated statements of income and of cash
flows of the Borrower and its consolidated subsidiaries for the fiscal
quarter or quarters then ended, as contained in the Form 10-Q Quarterly
Report of the Borrower filed with the SEC.
All such financial statements have been prepared in accordance with GAAP,
consistently applied (except as stated therein), and fairly present, in all
material respects, the financial position of the Borrower and its consolidated
subsidiaries as of the respective dates indicated and the consolidated results
of their operations and cash flows for the respective periods indicated, subject
in the case of any such financial statements which are unaudited, to the absence
of footnotes and to normal audit adjustments none of which will involve a
Material Adverse Effect.
11
SECTION 3. RATIFICATIONS.
Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.
SECTION 4. BINDING EFFECT.
This Amendment shall become effective on a date (the "Effective Date"),
on or before May 25, 2000, if the following conditions shall have been satisfied
on and as of such date:
(a) this Amendment shall have been executed by the Borrower
and the Administrative Agent, and counterparts hereof as so executed
shall have been delivered to the Administrative Agent;
(b) the Acknowledgment and Consent appended hereto shall have
been executed by the Credit Parties named therein, and counterparts
thereof as so executed shall have been delivered to the Administrative
Agent;
(c) the Administrative Agent shall have been notified by the
Required Lenders that such Lenders have consented to the changes in the
Credit Agreement effected by this Amendment (which notification may be
by facsimile or other written confirmation of such consent);
(d) the Administrative Agent shall have been notified by all
of the Lenders with Revolving Commitments that such Lenders have
executed this Amendment (which notification may be by facsimile or
other written confirmation of such execution); and
(e) the Borrower shall have delivered to the Administrative
Agent for the account of each Revolving Lender a replacement Revolving
Note and for the account of the Swing Line Lender a new Swing Line
Note, in each case, in the amount, maturity and as otherwise
contemplated by this Amendment;
and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrower, the Agents, and each Lender and their respective permitted
successors and assigns. After this Amendment becomes effective, the
Administrative Agent will promptly furnish a copy of this Amendment to each
Lender and the Borrower.
SECTION 5. MISCELLANEOUS.
5.1. Survival of Representations and Warranties. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or other Credit Event shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.
5.2. Reference to Credit Agreement. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.
5.3. Expenses. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower shall pay on demand all
reasonable costs and expenses incurred by the Administrative Agent in connection
with the preparation, negotiation, and execution of this Amendment, including
without limitation the reasonable costs and fees of the Administrative Agent's
special legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all reasonable costs and expenses incurred
by the Administrative Agent or any Lender in connection with the enforcement or
preservation of any rights under the Credit Agreement, as amended hereby.
12
5.4. Severability. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.
5.5. Applicable Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Ohio.
5.6. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.7. Entire Agreement. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.
5.8. Jury Trial Waiver. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
5.9. Counterparts. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same agreement.
13
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
- --------------------------------------------------------------------------------------------------------------------
NATIONAL CITY BANK, STONERIDGE, INC.
as a Lender, the letter of Credit Issuer,
the Administrative Agent and
the Collateral Agent
By:/s/ Michael P. McCuen By: /s/ Kevin P. Bagby
---------------------------- ----------------------------
Michael P. McCuen Kevin P. Bagby
Senior Vice President Vice President-Finance
& Chief Financial Officer
- -------------------------------------------------------------------------------------------------------------------
PNC BANK, NATIONAL ASSOCIATION, DLJ CAPITAL FUNDING, INC.,
as a Lender and as Documentation Agent as Syndication Agent
By: /s/ Joseph G. Moran By: /s/ Dana F. Klein
---------------------------- ----------------------------
Title: Vice President Title: Senior Vice President
- -------------------------------------------------------------------------------------------------------------------
ABN AMRO BANK N. V. THE BANK OF NOVA SCOTIA,
Chicago Branch
By: /s/ John M. Ellenwood By: /s/ F.C.H. Ashby
---------------------------- ---------------------------
Title: Group Vice President Title: Senior Manager Loan Operations
By: /s/ John J. Mack
----------------------------
Title: Vice President
- -------------------------------------------------------------------------------------------------------------------
MELLON BANK, N. A. COMERICA BANK
By: /s/ Jack Ligday By: /s/ Nicholas Mester
---------------------------- ----------------------------
Title: Vice President Title: Assistant Vice President
- -------------------------------------------------------------------------------------------------------------------
BANK ONE, MICHIGAN FIRSTAR BANK, NATIONAL ASSOCIATION
(formerly NBD Bank) (formerly Star Bank, National Association)
By: /s/ Paul Flynn By: /s/ W. Gregory Schmid
---------------------------- ----------------------------
Title: Vice President Title: Vice President
- --------------------------------------------------------------------------------------------------------------------
HARRIS TRUST AND SAVINGS BANK FLEET NATIONAL BANK
By: /s/ Peter T. Krawchuk By: /s/ Maura C. Wadlinger
---------------------------- ----------------------------
Title: Vice President Title: Director
- --------------------------------------------------------------------------------------------------------------------
FIRSTAR BANK, NATIONAL ASSOCIATION SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION
( formerly Mercantile Bank NA)
By: /s/ Edward Chaney By: /s/ Stephen L. Leister
---------------------------- ----------------------------
Title: Vice President Title: Vice President
- --------------------------------------------------------------------------------------------------------------------
14
- --------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC
By: /s/ Steve Kalin
----------------------------
By: /s/ William S. Richardson Title: Senior Vice President
----------------------------
Title: Duly Authorized Signatory
By: /s/ Francesco Ossino
----------------------------
Title: Senior Associate
- ----------------------------------------------------------- --------------------------------------------------------
SUMMIT BANK
By: /s/ Timothy E. Doyle
----------------------------
Title: Senior Vice President
- ----------------------------------------------------------- --------------------------------------------------------
15
EXHIBIT A-3
REVOLVING NOTE
$----------------- Cleveland, Ohio
---------, 20--
FOR VALUE RECEIVED, the undersigned STONERIDGE, INC., an Ohio
corporation (herein, together with its successors and assigns, the "Borrower"),
hereby promises to pay to the order of _______________________ (the "Lender"),
in lawful money of the United States of America and in immediately available
funds, at the Payment Office (such term and certain other terms used herein
without definition shall have the meanings ascribed thereto in the Credit
Agreement referred to below) of National City Bank (the "Administrative Agent"),
on the Revolving Maturity Date:
(i) the principal sum of _____________ DOLLARS AND ____ CENTS ($ )
or, if less, the then unpaid principal amount of all Revolving Loans
denominated in U. S. Dollars made by the Lender to the Borrower pursuant
to the Credit Agreement; and
(ii) the then unpaid principal amount of all Revolving Loans
denominated in any Alternative Currency made by the Lender to the
Borrower pursuant to the Credit Agreement.
The Borrower promises also to pay interest in like currency and funds
at the Payment Office on the unpaid principal amount of each Revolving Loan made
by the Lender from the date of such Revolving Loan until paid at the rates and
at the times provided in section 2.7 of the Credit Agreement.
This Note is one of the Revolving Notes referred to in the Credit
Agreement, dated as of December 30, 1998, as amended, among the Borrower, the
financial institutions from time to time party thereto (including the Lender),
the other Agents from time to time party thereto, and National City Bank, as
Administrative Agent (as from time to time in effect, the "Credit Agreement"),
and is entitled to the benefits thereof and of the other Credit Documents. As
provided in the Credit Agreement, this Note is subject to mandatory prepayment
prior to the Revolving Maturity Date, in whole or in part.
In case an Event of Default shall occur and be continuing, the principal
of and accrued interest on this Note may be declared to be due and payable in
the manner and with the effect provided in the Credit Agreement.
The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note. No failure to exercise, or delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of any such rights.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF OHIO.
STONERIDGE, INC.
By: _______________________
Title:
LOANS AND PAYMENTS OF PRINCIPAL
- ---------------- ----------------- -------------- ------------- ------------- ------------------ -------------------
Amount
Currency and of
Date Amount Type Principal Unpaid
of of of Interest Paid or Principal Made
Notation Loan Loan Period Prepaid Balance By
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EXHIBIT A-4
SWING LINE NOTE
$5,000,000 Cleveland, Ohio
May 25, 2000
FOR VALUE RECEIVED, the undersigned STONERIDGE, INC., an Ohio
corporation (herein, together with its successors and assigns, the "Borrower"),
hereby promises to pay to the order of NATIONAL CITY BANK (the "Lender"), in
lawful money of the United States of America and in immediately available funds,
at the Payment Office (such term and certain other terms used herein without
definition shall have the meanings ascribed thereto in the Credit Agreement
referred to below) of National City Bank (the "Administrative Agent"), the
principal sum of FIVE MILLION DOLLARS AND NO CENTS ($5,000,000.00) or, if less,
the then unpaid principal amount of all Swing Line Loans made by the Lender to
the Borrower pursuant to the Credit Agreement. The unpaid principal amount of
each Swing Line Loan shall be due and payable on the first Business Day
following the date such Swing Line Loan is made, subject to the right of the
Borrower to reborrow Swing Line Loans in accordance with and subject to the
terms and conditions of the Credit Agreement.
The Borrower promises also to pay interest in like currency and funds
at the Payment Office on the unpaid principal amount of each Swing Line Loan
made by the Lender from the date of such Swing Line Loan until paid at the rates
and at the times provided in section 2.7 of the Credit Agreement.
This Note is the Swing Line Note referred to in the Credit Agreement,
dated as of December 30, 1998, as amended, among the Borrower, the financial
institutions from time to time party thereto (including the Lender), the other
Agents from time to time party thereto, and National City Bank, as
Administrative Agent (as from time to time in effect, the "Credit Agreement"),
and is entitled to the benefits thereof and of the other Credit Documents. As
provided in the Credit Agreement, this Note is subject to mandatory prepayment
prior to the maturity of any Swing Line Loan, in whole or in part.
In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.
The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note. No failure to exercise, or delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of any such rights.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF OHIO.
STONERIDGE, INC.
By: ______________________
Title:
LOANS AND PAYMENTS OF PRINCIPAL
- ---------------- ----------------- -------------- ----------------------- ---------------------- -------------------
Amount
of
Date Amount Principal Unpaid
of of Interest Rate Paid or Principal Made
Notation Loan Prepaid Balance By
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EXHIBIT G
FORM OF ELECTION TO PARTICIPATE
[Date]
National City Bank,
as Administrative Agent for the Lenders party
to the Credit Agreement referred to below
1900 East Ninth Street
Cleveland, Ohio 44114
Attention: Agency Services
Re: Election to Participate as a Foreign Subsidiary Borrower
under the Credit Agreement, dated as of December 30, 1998,
as amended, to which Stoneridge, Inc. is a party
----------------------------------------------------------
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of December 30,
1998, as amended (as amended from time to time, the "Credit Agreement", the
terms defined therein being used herein as therein defined), among Stoneridge,
Inc. (the "Company"), the other Borrowers (if any) party thereto, the financial
institutions from time to time party thereto (the "Lenders"), and National City
Bank, as Administrative Agent for such Lenders.
1. The undersigned, [name of Foreign Subsidiary], a [jurisdiction of
incorporation] corporation hereby elects to be a Foreign Subsidiary Borrower for
purposes of the Credit Agreement, and the undersigned does hereby join in the
Credit Agreement as a party thereto, in each case effective from the date hereof
until an Election to Terminate shall have been delivered on behalf of the
undersigned in accordance with the Credit Agreement. The undersigned confirms
that the representations and warranties set forth in the Credit Agreement
insofar as they apply to the undersigned are true and correct as to the
undersigned as of the date hereof, that all references to "Borrower" or "Foreign
Subsidiary Borrower" in the Credit Agreement shall be considered to refer to the
undersigned in all applicable cases where the particular provision would apply
to a Revolving Loan which then or at any earlier time had been made to the
undersigned, whether the same remains outstanding or not, and the undersigned
hereby agrees to perform all the obligations of a Borrower or a Foreign
Subsidiary Borrower, as applicable, under, and to be bound in all respects by
the terms of, the Credit Agreement, to the extent applicable to the Borrower or
a Foreign Subsidiary Borrower, as if the undersigned had been an original
signatory party thereto.
2. The address to which all notices to the undersigned under the
Credit Agreement should be directed is:
[insert address]
3. [Other than as set forth in paragraph 4 hereof,] there is no income,
stamp or other tax of [jurisdiction of incorporation and, if different,
principal place of business], or any taxing authority thereof or therein,
imposed by or in the nature of withholding or otherwise, which is imposed on any
payment to be made by the undersigned pursuant to the Credit Agreement or its
Notes, or is imposed on or by virtue of the execution, delivery or enforcement
of its Election to Participate or of its Notes.
1
[4. Tax disclosure]
5. This instrument shall be construed in accordance with and
governed by the laws of the State of Ohio, United States of America.
6. This instrument may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Very truly yours,
[NAME OF FOREIGN SUBSIDIARY BORROWER]
By:_________________________________
Name:
Title:
The undersigned hereby confirms that (i) [name of Subsidiary] is a
Foreign Subsidiary Borrower for purposes of the Credit Agreement described above
and (ii) the representations and warranties set forth in the Credit Agreement
are true and correct as to [name of Foreign Subsidiary] as of the date hereof.
STONERIDGE, INC.
By:________________________________
Name:
Title:
Receipt of the above Election to Participate
is hereby acknowledged on and as of
the date set forth above.
NATIONAL CITY BANK,
as Administrative Agent
By:____________________________________
Vice President
2
EXHIBIT H
FORM OF ELECTION TO TERMINATE
[Date]
National City Bank,
as Administrative Agent for the Lenders party
to the Credit Agreement referred to below
1900 East Ninth Street
Cleveland, Ohio 44114
Attention: Agency Services
Re: Election to Terminate status as a Foreign Subsidiary Borrower
under the Credit Agreement, dated as of December 30, 1998,
as amended, to which Stoneridge, Inc. is a party
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Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of December 30,
1998, as amended (as amended from time to time, the "Credit Agreement", the
terms defined therein being used herein as therein defined), among Stoneridge,
Inc. (the "Company"), the other Borrowers (if any) party thereto, the financial
institutions from time to time party thereto (the "Lenders"), and National City
Bank, as Administrative Agent for such Lenders.
1. The undersigned, [name of Foreign Subsidiary Borrower], a
[jurisdiction of incorporation] corporation, hereby elects to terminate its
status a Foreign Subsidiary Borrower for purposes of the Credit Agreement
effective from the date hereof.
2. The undersigned hereby represents and warrants that all principal
and interest on all Notes of the undersigned and all other amounts payable by
the undersigned pursuant to the Credit Agreement have been paid in full on or
prior to the date hereof.
3. This Election to Terminate shall not operate to release the
undersigned from any obligation of the undersigned under section 5.4 or other
indemnity provisions of the Credit Agreement with respect to any claims arising
under such provisions on or prior to the date hereof which have not yet been
asserted.
4. This instrument shall be construed in accordance with and
governed by the laws of the Sate of Ohio, United States of America.
5. This instrument may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Very truly yours,
[NAME OF FOREIGN SUBSIDIARY BORROWER]
By:__________________________________
Name:
Title:
1
The undersigned hereby confirms that the status of [name of Foreign
Subsidiary Borrower] as a Foreign Subsidiary Borrower for purposes of the Credit
Agreement described above is terminated as of the date set forth above.
STONERIDGE, INC.
By:__________________________________
Name:
Title:
Receipt of the above Election to Terminate
is hereby acknowledged on and as of
the date set forth above.
NATIONAL CITY BANK,
as Administrative Agent
By:____________________________________
Vice President
2
ACKNOWLEDGMENT AND CONSENT
For the avoidance of doubt, and without limitation of the intent and
effect of sections 4 and 5 of the Subsidiary Guaranty (as such term is defined
in the Credit Agreement referred to in the Amendment No. 3 to Credit Agreement
(the "Amendment"), to which this Acknowledgment and Consent is appended), each
of the undersigned hereby unconditionally and irrevocably (i) acknowledges
receipt of a copy of the Credit Agreement and the Amendment, and (ii) consents
to all of the terms and provisions of the Credit Agreement as amended by the
Amendment.
Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Credit Agreement referred to
herein. This Acknowledgment and Consent is for the benefit of the Lenders, the
Administrative Agent, the Collateral Agent and any Designated Hedge Creditor (as
defined in the Subsidiary Guaranty) which may be a third party beneficiary of
the Subsidiary Guaranty or any Security Document, in its capacity as such third
party beneficiary under any Credit Document, and their respective successors and
assigns. No term or provision of this Acknowledgment and Consent may be modified
or otherwise changed without the prior written consent of the Administrative
Agent, given as provided in the Credit Agreement. This Acknowledgment and
Consent shall be binding upon the successors and assigns of each of the
undersigned. This Acknowledgment and Consent may be executed by any of the
undersigned in separate counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgment and Consent as of the date of the Amendment
referred to herein.
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Stoneridge Control Devices, Inc. Stoneridge Electronics, Inc.
By: By:
--------------------------- ----------------------------
Title: Title:
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