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Exhibit
10.1
EXECUTION
COPY
FIFTH AMENDMENT
TO
SIXTH AMENDED AND
RESTATED
REVOLVING CREDIT AND TERM
LOAN AGREEMENT AND CONSENT
This Fifth Amendment to
Sixth Amended and Restated Revolving Credit and Term Loan Agreement
and Consent (“Fifth Amendment”) is made as of
November 2, 2007, by and among Noble International, Ltd.
(“Borrower”), the Lenders parties thereto from time to
time and Comerica Bank, as Agent for the Lenders (the
“Agent”).
RECITALS
A. Borrower, Agent and the
Lenders entered into that certain Sixth Amended and Restated
Revolving Credit and Term Loan Agreement dated as of
December 11, 2006, as amended by the First Amendment dated as
of March 14, 2007, by the Second Amendment dated as of
March 28, 2007, by the Third Amendment dated as of May 8,
2007 and by the Fourth Amendment dated as of August 24, 2007
(as amended or otherwise modified from time to time, the
“Credit Agreement”) under which the Lenders extended
(or committed to extend) credit to the Borrower, as set forth
therein.
B. Borrower has requested
that Agent and the Lenders make certain amendments to the Credit
Agreement, and Agent and the Lenders are willing to do so, but only
on the terms and conditions set forth in this Fifth
Amendment.
NOW, THEREFORE ,
Borrower, Agent and the Lenders agree:
| 1. |
Section 1 of the Credit Agreement is hereby amended as
follows: |
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(a) |
The following definitions are hereby added to Section 1 of
the Credit Agreement: |
“Consolidated EBITDA
to Interest Ratio” shall mean for any period, the ratio of
(a) the sum of Consolidated EBITDA for the fiscal quarter most
recently then ended, to (b) Consolidated Interest Expense of
the US/Canadian Companies for the fiscal quarter most recently then
ended.
“Fifth
Amendment” shall mean the Fifth Amendment to Sixth Amended
and Restated Revolving Credit and Term Loan Agreement and Consent
dated as of November 2, 2007.
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(b) |
The following definitions are hereby amended and restated in
their entirety: |
“Base Tangible Net
Worth” shall mean, as of the last day of any fiscal quarter,
an amount equal to the sum of $180,000,000 plus fifty percent
(50%) of Consolidated Net Income (not reduced by losses) for
each fiscal quarter, commencing with the quarter ending on
December 31, 2007.
| 2. |
Section 2.18 of the Credit Agreement is hereby amended by
deleting the semi-colon (“;”) at the end of clause
(c) thereof and replacing it with the word “and”;
and adding the following language immediately
thereafter: |
“(iii) with respect
to the Request for Increase submitted pursuant to Section 5 of
the Fifth Amendment, shall have paid to the Agent for distribution
to each of the New Lenders as defined in clause (b) of this
Section 2.18, on the effective date of the Optional Increase
Amount (as defined in Section 5 of the Fifth Amendment), a fee
in an amount equal to the 50 basis points on the amount of each
such Lender’s Percentage of the Optional Increase
Amount;”
| 3. |
Section 7 of the Credit Agreement is hereby amended as
follows: |
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(a) |
Section 7.9 is hereby amended and restated as
follows: |
“7.9 Minimum
Availability . Commencing on the date that $10,000,000 of the
Revolving Credit Optional Increase as described in Section 5
of the Fifth Amendment has been utilized, maintain Unused Revolving
Credit Availability at all times (a) through March 30,
2008, of at least $5,000,000, and (b) at all times from
March 31, 2008 and thereafter, of at least $10,000,000;
provided, however, that in the event that the Unused Revolving
Credit Availability as of any date (“Non-Compliance
Date”) is less than the amounts required under this
Section 7.9, no Default or Event of Default shall be deemed to
have occurred hereunder unless the Borrower has failed to make
payments to the Agent, for distribution to the Lenders based on
their respective Percentages, in amounts sufficient to cause the
Borrower to be in compliance with this Section within three
(3) Business Days after such Non-Compliance Date
.”
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(b) |
Section 7.10 is hereby amended and restated as
follows: |
“7.10
RESERVED .”
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(c) |
Section 7.11 is hereby amended and restated in its
entirety, as follows: |
“7.11
Consolidated Senior Debt to EBITDA Ratio. Maintain at all
times a Senior Debt to EBITDA Ratio of not more than the ratio set
forth below opposite the applicable period:
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Period
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Ratio
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3/31/07 through
6/29/07
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3.25
to 1.0 |
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6/30/07 through
9/29/07
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3.50
to 1.0 |
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9/30/07 through
12/30/07
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4.50
to 1.0 |
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12/31/07 through
3/30/08
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1.50
to 1.0 |
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3/31/08 and thereafter
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1.25
to 1.0” |
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(d) |
Clause (b) of Section 7.12 is hereby amended and
restated in its entirety, as follows: |
“(b) Consolidated
EBITDA to Interest Ratio. Maintain at all times a Consolidated
EBITDA to Interest Ratio of not less than the ratio set forth below
opposite the applicable period:
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Period
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Ratio
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| 9/30/07 through 12/30/07 |
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1.00
to 1.0 |
| 12/31/07 and thereafter |
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3.00
to 1.0” |
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(e) |
The following is hereby added as new clause (e) to
Section 7.20: |
“(e) On or before
December 15, 2007, deliver to Agent a Mortgage covering the
property owned by the Credit Parties in Holt, Michigan, together
with the other real estate documentation identified on Attachment 3
to the Fifth Amendment;”
| 4. |
Existing Schedule 1.1 is hereby replaced with the Schedule 1.1
attached hereto as Attachment 2. The parties hereby agree that,
notwithstanding anything to the contrary in the Third Amendment,
from the date of this Fifth Amendment until the required date of
delivery (or, if earlier, delivery) under Section 7.1(a) of
the Credit Agreement of the financial statements for the fiscal
quarter ending December 31, 2007, the margins and fee
percentages shall be those set forth under the Level IV column of
the Pricing Matrix (as attached to this Fifth Amendment as
Attachment 2). Thereafter, all margins and fee percentages shall be
based upon the quarterly financial statements and Covenant
Compliance Reports, subject to recalculation as provided in
Section 4.1(a) of the Credit Agreement. |
| 5. |
Pursuant to Section 2.18 of the Credit Agreement, Borrower
hereby requests an increase in the Revolving Credit Aggregate
Commitment of $10,000,000 (“Optional Increase Amount”).
This paragraph shall be deemed to be a Request for Increase made to
the Agent and the Lenders as defined in Section 2.18, and
shall be subject to the terms set forth in Section 2.18. The
Lenders hereby agree to provide Agent with written notice on or
before November 16, 2007 as to whether it has committed to
make its pro rata share of the Optional Increase Amount. If a
Lender has failed to so notify the Agent in writing on or before
November 16, 2007, such Lender shall be deemed to have
declined to make its pro rata share of the Optional Increase
Amount. |
| 6. |
The Lenders hereby agree to extend the due date set forth in
the Post-Closing Letter dated December 11, 2006, for the
required delivery of leasehold mortgages and related documentation
for certain properties specified on Exhibit A thereto (other than
with respect to the Stowe, Ohio property), from November 15,
2007 to February 15, 2008. |
| 7. |
Schedule 13.6 to the Credit Agreement is hereby amended to
replace the existing notice address of the Borrower with the
following: |
Noble International
Ltd.
Attn: David J. Fallon,
CFO
840 W. Long Lake Road, Suite
601 Troy, MI 48098
Tel - 24
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