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Exhibit 99.1
EXECUTION VERSION [2*]
SEVENTH AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
SEVENTH AMENDMENT, dated as of September 29, 2006 (the
"Amendment"),
to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as
of February
2, 2005, among R.J. TOWER CORPORATION, a Michigan corporation (the
"Borrower"),
a debtor and debtor-in-possession in a case pending under Chapter
11 of the
Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware corporation and
the parent
company of the Borrower (the "Parent"), and the subsidiaries of the
Borrower
signatory hereto (together with the Parent, each a "Guarantor" and
collectively
the "Guarantors"), each of which Guarantors is a debtor and
debtor-in-possession
in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN
CHASE BANK,
N.A., a national banking association ("JPMCB"), each of the other
financial
institutions from time to time party hereto (together with JPMCB,
the "Lenders")
and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the
"Agent") for the Lenders.
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent
are
parties to that certain Revolving Credit, Term Loan and Guaranty
Agreement,
dated as of February 2, 2005, as amended by that certain First
Amendment to
Revolving Credit, Term Loan and Guaranty Agreement, dated as of
February 28,
2005, that certain Second Amendment to Revolving Credit, Term Loan
and Guaranty
Agreement dated as of February 28, 2005, that certain Third
Amendment to
Revolving Credit, Term Loan and Guaranty Agreement dated as of
February 28,
2005, that certain Fourth Amendment to Revolving Credit, Term Loan
and Guaranty
Agreement dated as of April 29, 2005, that certain Fifth Amendment
to Revolving
Credit, Term Loan and Guaranty Agreement dated as of October 3,
2005 and that
certain Sixth Amendment to Revolving Credit, Term Loan and Guaranty
Agreement
dated as of February 15, 2006 (as the same has been, and as may be
further,
waived, amended, restated, modified or supplemented from time to
time, the
"Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that,
subject to
the occurrence of the Effective Date (as hereinafter defined) of
this Amendment,
the Agent and the Lenders agree to (A) amend certain provisions of
the Credit
Agreement, subject to and upon the terms and conditions set forth
herein and (B)
waive the technical breaches of the Credit Agreement as described
in paragraph 7
of this Amendment.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit
Agreement
(in effect immediately prior to the Effective Date of this
Amendment) shall have
the same meanings herein.
2. Section 1.01 of the Credit Agreement is hereby amended By:
(A) amending the definition of "Borrowing Base" by deleting clause
(D)
thereof and inserting the following new clause (D) in lieu thereof:
"(D)
$25,000,000 during each of the
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periods of July 15, 2005 through August 15, 2005, December 15, 2005
through
January 15, 2006, July 15, 2006 through August 15, 2006 and
November 1, 2006
through February 2, 2007, minus"; and
(B) inserting the following new definition in its appropriate
alphabetical order:
"DIP Leverage Ratio" shall mean, at any date for which such ratio
is
to be determined, the ratio of (x) the sum of all of the Tranche
A
Loans and the Tranche B Loan outstanding at such time to (y)
Global
EBITDA at such time.
3. Section 2.08 of the Credit Agreement is hereby amended By:
(A) deleting the amounts "1.75%" and "2.25%" appearing in
subsection
(a) thereof and inserting in lieu thereof the amounts "2.0%" and
"2.50%";
(B) deleting the amounts "2.75%" and "3.25%" appearing in
subsection
(b) thereof and inserting in lieu thereof the amounts "3.0%" and
"3.50%"; and
(C) inserting at the end thereof the following new subsection
(d):
"(d) Notwithstanding anything to the contrary in Sections 2.08(a)
and
(b), each percentage amount specified in such Sections shall be
increased, commencing as of the date when any financial statement
or
report is required to be delivered pursuant to Section 5.01(a), (b)
or
(c) (without regard to any applicable grace periods), by the
amount
specified below that is opposite the applicable DIP Leverage Ratio
as
of the end of the period to which such statement or report
relates,
with such increase in each case being to the percentage amount
specified in Sections 2.08(a) and (b) after giving effect to the
terms
of the Seventh Amendment to the Credit Agreement dated as of
September
29, 2006:
<TABLE>
<CAPTION>
DIP Leverage Ratio
Adjustment Amount
------------------
-----------------
<S>
<C>
Equal to or greater than 3:75:1,
but less than
4.0:1
0.25%
Equal to or greater than 4.0:1
0.50%
</TABLE>
If, following an increase in the percentage amount effected as
a
result of the foregoing, any succeeding statement or report
required
to be delivered pursuant to Section 5.01(a), (b) or (c) evidences
that
the DIP Leverage Ratio as of the end of the period to which
such
statement or report relates, is (x) within a range specified
above
which is opposite a different Adjustment Amount, each
percentage
amount specified in Sections 2.08(a) and (b) as in effect upon
the
effectiveness of the Seventh Amendment to the Credit Agreement
dated
as of September 29, 2006 shall be increased by the amount
specified
above that is opposite to the then applicable DIP
2
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Leverage Ratio and (y) less than 3.75:1, each percentage amount
specified in Sections 2.08(a) and (b) shall not be subject to
an
increase,
in both cases commencing as of the date when any financial
statement or report is required to be delivered pursuant to
Section
5.01(a), (b) or (c).
4. Section 2.21 of the Credit Agreement is hereby amended By:
(A) inserting "(x)" immediately after the first comma appearing
therein; and
(B) inserting the following clause (y) immediately prior to the
period
at the end thereof:
"and (y) if a statement or report required to be delivered pursuant
to
Section 5.01(a), (b) or (c) evidences that the DIP Leverage
Ratio
equals or exceeds 4.0:1 as of the end of the period to which
such
statements or reports relate and if a fee has not previously been
paid
pursuant to this
clause, a one-time fee for the account of each Lender
in an amount equal to 0.25% of such Lender's Commitment on the
date
when such statement or report was delivered, payable within two
(2)
Business Days from the date when such statement or report was
delivered".
5. Section 2.23 of the Credit Agreement is hereby amended by
deleting
the words "two and three-quarters percent (2 3/4%)" appearing in
clause (i)
thereof and inserting in lieu thereof the words "three percent
(3%), provided
that if the interest rate that is set forth in Section 2.08(b)(i)
is adjusted
pursuant to Section 2.08(d), the percent that is set forth in this
clause shall
be adjusted correspondingly".
6. Section 6.05(b) of the Credit Agreement is hereby amended by
deleting the rows for each of the periods ending September 30,
2006, October 31,
2006, November 30, 2006 and December 31, 2006 in the table therein
and inserting
in lieu thereof the following new rows:
<TABLE>
<S>
<C>
<C>
September 30, 2006 $50,000,000 $150,000,000
October 31, 2006 $30,000,000
$140,000,000
November 30, 2006 $30,000,000
$140,000,000
December 31, 2006 $30,000,000
$150,000,000
</TABLE>
7. Section 6.08
of the Credit Agreement is hereby amended By:
(A) deleting the word "and" appearing immediately prior to clause
(y)
therein and inserting a comma in lieu thereof; and
(B) inserting the following new clause (z) immediately prior to
the
period at the end thereof:
"and (z) from any Foreign Subsidiary listed on Schedule 3.05 that
is
less than wholly-owned by the Borrower, a Guarantor or a
Foreign
Subsidiary, to such Foreign Subsidiary's minority owner(s) at
substantially the same time as such Foreign Subsidiaries pay or
declare dividends and make distributions to the Borrower, a
Guarantor
or a Foreign Subsidiary on a pro rata basis".
3
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8. The Lenders hereby waive any technical breaches of the
Credit
Agreement that have occurred, directly or indirectly, as a result
of the
Borrower's and the Guarantors' inadvertent noncompliance of the
restriction on
the payment or declaration of dividends by Foreign Subsidiaries set
forth in
Section 6.08 of the Credit Agreement to the extent the Borrower and
the
Guarantors have permitted certain Foreign Subsidiaries listed on
Schedule 3.05
to the Credit Agreement that are less than wholly-owned by the
Borrower or a
Guarantor to pay or declare dividends in an amount not exceeding
approximately
$8,000,000 in the aggregate to all such Foreign Subsidiaries'
minority owners at
substantially the same time as such Foreign Subsidiaries paid or
declared pro
rata dividends to the Borrower, a Guarantor or Foreign
Subsidiary.
9. This Amendment and the modifications and waivers to the
Credit
Agreement set forth herein shall become effective on the date (the
"Effective
Date") on which this Amendment shall have been executed by the
Borrower, the
Guarantors and the Required Lenders, and the Agent shall have
received evidence
reasonably satisfactory to it of such execution (it being
understood that the
interest rate increases provided for in paragraph 3(B) of this
Amendment shall
be immediately applicable on the Effective Date to all Eurodollar
Loans then
outstanding); provided that notwithstanding the occurrence of the
Effective
Date, this Amendment and the modifications and waivers to the
Credit Agreement
set forth herein shall terminate and be of no further force or
effect if (x) on
or before October 26, 2006, the Bankruptcy Court shall not have
entered an order
reasonably satisfactory in form and substance to the Agent
authorizing the
payment by the Borrower (i) to the Agent for the respective account
of each
Lender that has executed and delivered to the Agent a counterpart
of this
Amendment by not later than 5:00 p.m. (New York City time) on
October 6, 2006,
of a waiver and amendment fee in an amount equal to 1.00% of such
Lender's
Commitment on October 6, 2006 and (ii) to the Agent for its own
account, of the
other fees referred to in that certain Seventh Amendment Fee Letter
dated the
date hereof, or (y) such waiver and amendment and other fees shall
not have been
paid in cash to the Agent within one Business Day after entry of
the order
referred to above.
10. Except to the extent hereby waived and amended, the Credit
Agreement and each of the Loan Documents remain in full force and
effect and are
hereby ratified and affirmed.
11. The Borrower agrees that its obligations set forth in
Section
10.05 of the Credit Agreement shall extend to the preparation,
execution and
delivery of this Amendment, including the reasonable fees and
disbursements of
counsel to the Agent.
12. This Amendment shall be limited precisely as written and shall
not
be deemed (a) to be a consent granted pursuant to, or a waiver or
modification
of, any other term or condition of the Credit Agreement or any of
the
instruments or agreements referred to therein or (b) to prejudice
any right or
rights which the Agent or the Lenders may now have or have in the
future under
or in connection with the Credit Agreement or any of the
instruments or
agreements referred to therein. Whenever the Credit Agreement is
referred to in
the Credit Agreement or any of the instruments, agreements or other
documents or
papers executed or delivered in connection therewith, such
reference shall be
deemed to mean the Credit Agreement as modified by this
Amendment.
13. This Amendment may be executed in any number of counterparts
and
by the different parties hereto in separate counterparts, each of
which shall be
an original and all of which, when taken together, shall constitute
but one and
the same instrument. A facsimile or
4
<PAGE>
.pdf copy of a counterpart signature page shall serve as the
functional
equivalent of a manually executed copy for all purposes.
14. This Amendment shall be governed by, and construed in
accordance
with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to
be duly executed as of the day and the year first written.
BORROWER:
R.J. TOWER CORPORATION
By: /s/ James Mallak
------------------------------------
Name: James Mallak
Title:
---------------------------------
GUARANTORS:
Algoods, USA, Inc.
Tower Automotive, Inc.
Tower Automotive Bardstown, Inc.
Tower Automotive Bowling Green, LLC
Tower Automotive Chicago, LLC
Tower Automotive Finance, Inc.
Tower Automotive Granite City, LLC
Tower Automotive Granite City Services,
LLC
Tower Automotive International Holdings,
Inc.
Tower Automotive International Yorozu
Holdings, Inc.
Tower Automotive International, Inc.
Tower Automotive Lansing, LLC
Tower Automotive Michigan, LLC
Tower Automotive Milwaukee, LLC
Tower Automotive Plymouth, Inc.
Tower Automotive Products Company, Inc.
Tower Automotive Receivables Company,
Inc.
Tower Automotive Services and
Technology, LLC
Tower Automotive Technology, Inc.
Tower Automotive Technology Products,
Inc.
Tower Automotive Tool, LLC
Tower Services, Inc.
Trylon Corporation
By: /s/ James Mallak
------------------------------------
Name: James Mallak
Title:
---------------------------------
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
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AGENT AND LENDERS:
JPMORGAN CHASE BANK, N.A.
INDIVIDUALLY AND AS AGENT
By: /s/ Richard W. Duker
------------------------------------
Name: Richard W. Duker
Title: Managing Director
ACCESS INSTITUTIONAL LOAN FUND
By: Deerfield Capital Management LLC
as its Portfolio Manager
By: /s/ Carol Kiel
------------------------------------
Name: Carol Kiel
Title: Sr. Vice President
AIMCO CLO, SERIES 2005-A
By: /s/ illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
By: /s/ illegible
------------------------------------
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc. as Sub-Advisor
By: /s/ Thomas H.B. Ewald
------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
By: /s/ illegible
------------------------------------
ALZETTE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management,
Inc. As Collateral Manager
By: /s/ Thomas H.B. Ewald
------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
AMERIPRISE CERTIFICATE COMPANY
By: RiverSource Investments, LLC as
Collateral Manager
By: /s/ Yvonne E. Stevens
------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
ARES IX CLO LTD.
By: Ares CLO Management IX, L.P.
Its: Investment
By: Ares CLO GP IX, LLC
Its: General Partner
By: /s/ Americo Cascella
------------------------------------
Name: Americo Cascella
Title: Vice President
Signature
Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
ARES X CLO LTD.
By: Ares CLO Management IX, L.P.
Its: Investment
By: Ares CLO GP IX, LLC
Its: General Partner
By: /s/ Americo Cascella
------------------------------------
Name: Americo Cascella
Title: Vice President
ARES ENHANCED LOAN INVESTMENT
STRATEGY, LTD.
By: Ares Enhanced Loan Management, L.P.
Its: Investment Manager
By: Ares Enhanced Loan GP, LLC
Its: General Partner
By: /s/ Americo Cascella
------------------------------------
Name: Americo Cascella
Title: Vice President
ATRIUM III
By: /s/ Thomas Flannery
------------------------------------
Name: Thomas Flannery
Title: Authorized Signatory
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
AURUM CLO 2002-1 LTD.
By: Deutsche Asset Management, Inc.
as Subadviser
By: /s/ Eric Meyer
------------------------------------
Name: Eric Meyer
Title: Director
By: /s/ Mark Rigazio
------------------------------------
Name: Mark Rigazio
Title: Vice President
AVALON CAPITAL LTD. 3
By: INVESCO Senior Secured Management,
Inc.
As Asset Manager
By: /s/ Thomas H.B. Ewald
------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
AVENUE CLO FUND, LIMITED
AVENUE CLO II, LIMITED
By: /s/ Richard D'Addario
------------------------------------
Name: Richard D'Addario
Title: Senior Portfolio Manager
BALLYROCK CLO 2006-1 LIMITED,
By: BALLYROCK Investment Advisors LLC,
as Collateral Manager
By: /s/ Lisa Rymut
------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
BALLYROCK CLO II LIMITED,
By: BALLYROCK Investment Advisors LLC,
as Collateral Manager
By: /s/ Lisa Rymut
------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
BALLYROCK CLO III LIMITED,
By: BALLYROCK Investment Advisors LLC,
as Collateral Manager
By: /s/ Lisa Rymut
------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
BANK OF SCOTLAND
By: /s/ Karen Weich
------------------------------------
Name: Karen Weich
Title: Vice President
BAYERISCHE LANDESBANK, ACTING THROUGH
ITS NEW YORK BRANCH, Individually
By: /s/ Georgina Fiordalisi
------------------------------------
Name: Georgina Fiordalisi
Title: Vice President
By: /s/ Norman McClave
------------------------------------
Name: Norman McClave
Title: First Vice President
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
BELHURST CLO LTD.
By: INVESCO Senior Secured Management,
Inc.
As Asset Manager
By: /s/ Thomas H.B. Ewald
------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
BLACK DIAMOND CLO 2005-1 LTD.
By: Black Diamond Capital Management,
L.L.C.
as its Collateral Manager
By: /s/ illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
BLUE MOUNTAIN CLO LTD.
By: /s/ Kimberly Reina
------------------------------------
Name: Kimberly Reina
Title: Associate
BUSHNELL CBNA LOAN FUNDING LLC, FOR
ITSELF OR AS AGENT FOR BUSHNELL CFPI
LOAN FUNDING LLC
By: /s/ Roy Hykal
------------------------------------
Name: Roy Hykal
Title: Attorney-in-fact
BRYN MAWR CLO, LTD.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Carol Kiel
------------------------------------
Name: Carol Kiel
Title: Sr. Vice President
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
CANYON CAPITAL CDO 2002-1 LTD.
By: /s/ Patrick Dooley
------------------------------------
Name: Patrick Dooley
Title: Authorized Signatory
By: CANYON CAPITAL ADVISORS LLC,
a Delaware limited liability
company,
its Collateral Manager
CANYON CAPITAL CDO 2004-1 LTD.
By: /s/ Patrick Dooley
------------------------------------
Name: Patrick Dooley
Title: Authorized Signatory
By: CANYON CAPITAL ADVISORS LLC,
a Delaware limited liability
company,
its Collateral Manager
CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: /s/
Janegail Orringer
------------------------------------
Name: Janegail Orringer
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS VI, LTD.
By: /s/ Janegail Orringer
------------------------------------
Name: Janegail Orringer
Title: Managing Director
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
CARLYLE HIGH YIELD PARTNERS VII, LTD.
By: /s/ Janegail Orringer
------------------------------------
Name: Janegail Orringer
Title: Managing Director
CARLYLE LOAN INVESTMENT, LTD.
By: /s/ Janegail Orringer
------------------------------------
Name: Janegail Orringer
Title: Managing Director
CARLYLE LOAN OPPORTUNITY FUND
By: /s/ Janegail Orringer
------------------------------------
Name: Janegail Orringer
Title: Managing Director
CELERITY CLO LIMITED
By: TCW Advisors, Inc.,
as Agent
By: /s/ Stephen Suo
------------------------------------
Name: Stephen Suo
Title: Vice President
By: /s/ Scott Whalen
------------------------------------
Name: Scott Whalen
Title: Vice President
Signature Page to Waiver and Seventh Amendment to
Revolving Credit, Term Loan and Guaranty Agreement
<PAGE>
