Exhibit 10.3
Execution Copy
SEVENTH AMENDMENT
TO
SIXTH AMENDED AND
RESTATED
REVOLVING CREDIT AND TERM LOAN
AGREEMENT
This Seventh Amendment to Sixth
Amended and Restated Revolving Credit and Term Loan
Agreement (“Seventh
Amendment”) is made as of September 18, 2008, 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, by the Fourth
Amendment dated as of August 24, 2007, by the Fifth Amendment
dated as of November 2, 2007 and by the Sixth Amendment dated
as of March 20, 2008 (as amended or otherwise modified from
time to time, the “Credit Agreement”) under which the
Lenders extended (or committed to extend) credit to 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 Seventh
Amendment.
NOW, THEREFORE
, Borrower, Agent and the Lenders
agree:
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1.
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Borrower has requested that the
Agent and the Lenders consent to a $12,500,000 term loan (“GE
Loan”) to be made by GE Capital Solutions (“GE”)
to Borrower, to be secured by a first lien on all equipment of the
Borrower and its Subsidiaries located at the following
manufacturing facilities: Butler, Indiana; Shelbyville, KY, South
Haven, Michigan; Spring Lake, Michigan; Stow, Ohio; Tonawanda, New
York; Warren, Michigan and Brantford, Ontario, which is more
particularly described on Attachment 3 (the “Pledged
Equipment”). The Lenders hereby consent to GE Loan, and to
the granting of a lien by the Credit Parties on the Pledged
Equipment in favor of GE to support the GE Loan, provided that
(a) after giving effect to this Seventh Amendment, no Default
or Event of Default shall have occurred and be continuing at the
time such sale is consummated both before and after giving effect
thereto, (b) the net cash proceeds from the GE Loan shall be
used (i) first to repay all outstanding Advances under the
Term Loan until the Term Loan has been paid in full, and
(ii) then to the extent any balance remaining thereafter, to
repay outstanding Advances under the Revolving Credit, without a
corresponding reduction in the Revolving Credit Aggregate
Commitment, by at least $1,250,000 and (c) the Borrower has
provided to Agent a copy of the documentation
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relating to the GE Loan and such
documents are in form and substance satisfactory to the Agent and
the Majority Lenders. Upon the satisfaction of the conditions set
forth above (including, without limitation, the receipt by the
Agent of the proceeds required in clause (b) above), the Agent
shall execute and deliver to Borrower, and the Lenders hereby
consent to the execution and delivery by the Agent to the Borrower
of, any release or discharge documents reasonably required by
Borrower, at Borrower’s expense, to evidence the release of
the Agent’s security interest in the Pledged
Equipment.
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2.
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The Borrower
has informed the Lenders that Noble Metal Processing, Inc. intends
to sell the Equity Interests of Noble Metal Processing –
Australia Pty LTD. (“Noble Australia”) to Noble
European Holdings B.V. on the terms substantially as set forth in
the form of Share Sale Agreement previously delivered to Agent
(“Noble Australia Acquisition Documents”) (such sale
shall be referred to herein as the “Noble Australia
Sale”). In connection therewith, the Borrower has requested
that the Lenders consent to the Noble Australia Sale pursuant to
Section 8.5(f)(iii) of the Credit Agreement. The Lenders
hereby consent to the Noble Australia Sale, provided that
(a) the Agent shall have received copies of the fully executed
Noble Australia Acquisition Documents in form and substance
satisfactory to Agent, (b) the total proceeds of the Noble
Australia Sale shall not be less than $11,600,000, (c) after
giving effect to this Consent and both before and after giving
effect to the consummation of the Noble Australia Sale, no Default
or Event of Default shall have occurred and be continuing,
(d) the Noble Australia Sale is consummated no later than the
date which is thirty (30) days after the date of this Consent
and (e) the Net Cash Proceeds from the Noble Australia Sale
shall be used first to repay outstanding Advances under the Term
Loan, if any, and to the extent of any balance remaining
thereafter, to repay outstanding Advances under the Revolving
Credit, without a corresponding reduction in the Revolving Credit
Aggregate Commitment. The Noble Australia Sale as consented to in
this Consent shall not be subject to or calculated as part of the
limitation on Asset Sales as set forth in Section 8.5(f)(i).
Upon the effectiveness of this Consent, the receipt by the Agent of
satisfactory evidence that the Noble Australia Sale has been
consummated and the receipt by the Agent of any amounts required in
clause (e) above, the Agent shall execute and deliver to
Borrower, and the Lenders hereby consent to the execution and
delivery by the Agent to the Borrower of, any release or discharge
documents reasonably required by Borrower, at Borrower’s
expense, to evidence the release of the Agent’s security
interest in the Equity Interests of Noble Australia, and to deliver
to the Borrower the stock certificates and related stock powers of
Noble Australia that were pledged to the Agent.
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3.
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Section 1
of the Credit Agreement is amended as follows:
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(a)
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The following
definition is hereby amended and restated as follows:
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“Base Tangible Net
Worth” shall mean, as of the last day of any fiscal quarter,
an amount equal to the sum of $200,000,000 plus fifty percent
(50%) of Consolidated Net Income (not reduced by losses) for
each fiscal quarter, commencing with the quarter ending on
September 30, 2008.
“Consolidated EBITDA to
Interest and Debt Service Coverage Ratio” shall mean
(a) for any period through and including the quarter ending
September 30, 2008, the ratio of (i) Consolidated EBITDA
for the applicable Measuring Period, to (ii) Consolidated
Interest Expense of the US/Canadian Companies for the applicable
Measuring Period and (b) for any period thereafter, the ratio
of (i) Consolidated EBITDA for the applicable Measuring
Period, to (ii) the sum of Consolidated Interest Expense of
the US/Canadian Companies for the applicable Measuring Period, plus
all principal payments paid or due and payable on Debt of the
US/Canadian Companies (other than payments in respect of the
Revolving Credit or any other revolving credit facility that do not
result in a permanent reduction in the applicable commitment),
during the applicable Measuring Period; provided, however, that
such principal payments (i) for the fiscal quarter ending
December 31, 2008, shall be equal to the amount of such
principal payments paid or payable during such quarter only,
(ii) for the fiscal quarter ending March 31, 2009, shall
be equal to the amount of such principal payments paid or payable
during the two fiscal quarters quarter ending as of such date and
(iii) for the fiscal quarter ending June 30, 2009, shall
be equal to the amount of such principal payments paid or payable
during the three fiscal quarters quarter ending as of such
date.
“Revolving Credit Aggregate
Commitment” shall mean Forty Million Dollars ($40,000,000),
subject to any increases in the Revolving Credit Aggregate
Commitment made from time to time after the Seventh Amendment
Effective Date pursuant to Section 2.18 of this Agreement, by
an amount not to exceed the Revolving Credit Optional Increase,
further subject to reduction or termination under Sections 2.14,
2.15 or 9.2 hereof.
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(b)
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The following
definitions are hereby added to Section 1:
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“GE” shall mean GE
Capital Solutions and its Affiliates.
“GE Loan” shall mean
the $12,500,000 loan to be made by GE pursuant to the GE Loan
Documents.
“GE Loan Documents”
shall mean the documents executed by and between GE and the
Borrower to evidence the GE Loan and the lien on the
Pled
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