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Exhibit
10.1
EXECUTION
COPY
SIXTH AMENDMENT
TO
SIXTH AMENDED AND
RESTATED
REVOLVING CREDIT AND TERM
LOAN AGREEMENT AND WAIVER
This Sixth Amendment to
Sixth Amended and Restated Revolving Credit and Term Loan Agreement
and Waiver (“Sixth Amendment”) is made as of
March 20, 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 and
by the Fifth Amendment dated as of November 2, 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 Sixth
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: |
“ArcelorMittal
Subordinated Debt” shall mean the unsecured Debt of Borrower
evidenced by the ArcelorMittal Subordinated Note.
“ArcelorMittal
Subordinated Note” shall mean, collectively, that certain
Convertible Subordinated Promissory Note issued by Borrower to
ArcelorMittal S.A. dated as of March 20, 2008, in form and
substance acceptable to the Agent and the Majority Lenders, that
certain Securities Purchase Agreement by and between Borrower and
ArcelorMittal S.A. dated as of March 19, 2008, in form and
substance acceptable to the Agent and the Majority Lenders, and all
such other documents executed by and between ArcelorMittal,
Borrower and any other Credit Parties in connection with the
ArcelorMittal Subordinated Debt, in each case as the same may be
amended or otherwise modified from time to time in compliance with
this Agreement.
“Sixth Amendment
Effective Date” shall mean March 20,
2008.
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(b) |
The following definitions in Section 1 are hereby amended
and restated as follows: |
“Change in
Control” shall mean any of the following events or
circumstances: (a) any Person or “group” (within
the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended) (other than ArcelorMittal S.A.
and its Affiliates) shall either (i) acquire beneficial
ownership of more than 50% of any outstanding class of common stock
of Borrower having ordinary voting power in the election of
directors of Borrower or (ii) obtain the power (whether or not
exercised) to elect a majority of Borrower’s directors, or
(b) any “Change of Control”, as such term or
similar concept is defined in any Subordinated Debt
Document.
“Subordinated
Debt” shall mean (a) Debt evidenced by the Convertible
Subordinated Notes, (b) ArcelorMittal Subordinated Debt,
(c) any Future Debt, (d) any Seller Debt and (e) any
other Debt of Borrower which, in each case, has been subordinated
in right of payment and priority to the Indebtedness, on terms and
conditions otherwise satisfactory to the Agent and the Majority
Lenders, and all of the material terms of which, including, without
limitation, the maturity date, terms of amortization, interest
rate, restrictive covenants and defaults, are reasonably acceptable
to the Agent and the Majority Lenders.
“Subordinated Debt
Documents” shall mean and include (a) Convertible
Subordinated Notes, (b) ArcelorMittal Subordinated Note,
(c) Future Debt Documents, (d) any Seller Notes and
(e) any other documents, instruments or agreements executed to
evidence or otherwise relating to any Subordinated Debt, in each
case, as the same may be amended, modified or supplemented from
time to time in compliance with the terms of this
Agreement.
“Term Loan Maturity
Date” shall mean October 15, 2010.
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(c) |
Clause (h) of the definition of “Permitted
Acquisition” is hereby amended and restated as
follows: |
“(h) Both before and
after giving effect to such acquisition, the Total Debt to EBITDA
Ratio shall be less than 3.00 to 1.00, as determined on a pro forma
basis acceptable to Agent and the Majority
Lenders;”
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| 2. |
Section 3A.3 of the Credit Agreement is hereby amended and
restated as follows: |
“3A.3 Repayment
of Principal . The Indebtedness outstanding under the Term Loan
shall be repaid in equal consecutive principal installments in the
amount of One Million Two Hundred Fifty Thousand Dollars
($1,250,000) each, commencing on April 15, 2008, and on the
fifteenth day of each April, July, October and January thereafter
until the Term Loan Maturity Date, when all unpaid principal plus
accrued interest thereon shall be due and payable. There shall be
no readvance or reborrowings of any principal reductions of the
Term Loan.”
| 3. |
Section 7 of the Credit Agreement is hereby amended as
follows: |
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(a) |
The following is added to Section 7.1 as new clause
(c): |
“(c) as soon as
available, but in any event not later than thirty (30) days
after the end of each month, except for any month which is also a
fiscal quarter or Fiscal Year end, the unaudited Consolidated and
Consolidating financial statements of Borrower as at the end of
such month and the related unaudited statements of income,
accumulated earnings and cash flows of Borrower for the portion of
the Fiscal Year through the end of such month, setting forth in
each case in comparative form the figures for the previous year,
and certified by a Responsible Officer as being fairly stated in
all material respects;”
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(b) |
The paragraph at the end of Section 7.1 is hereby amended
to add the words “ or clause (c) ” immediately
after the words “ clause (b) ”
therein. |
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(c) |
Section 7.9 is hereby deleted in its entirety and replaced
with the following: |
“7.9 RESERVED
.”
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(d) |
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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3/31/08 through
6/29/08
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2.75 to 1.00 |
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6/30/08 through
12/30/08
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2.50
to 1.00 |
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12/31/08 and
thereafter
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1.50 to 1.00” |
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(e) |
Clause (b) of Section 7.12 is hereby amended and
restated in its entirety, as follows: |
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“(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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3/31/08 through
9/29/08
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1.50 to
1.00 |
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9/30/08 through
12/30/08
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1.60 to
1.00 |
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12/31/08 through
6/29/09
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2.15 to
1.00 |
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6/30/09 through
12/30/09
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2.25 to
1.00 |
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12/31/09 and
thereafter
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2.50 to 1.00” |
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(f) |
Section 7.22 is hereby amended and restated in its
entirety, as follows: |
“7.22
RESERVED .”
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(g) |
Section 7.20(c) is hereby amended and restated as
follows: |
“(c)(i) With respect
to real property located in the United States owned by Borrower or
any other Significant Domestic Subsidiary, after the Restatement
Date, not later than forty-five (45) days after such property
is acquired, unless extended by Agent, Borrower shall execute or
cause to be executed a Mortgage covering such property, together
with such additional real estate documentation, environmental
reports, title policies and surveys as may be reasonably required
by Agent and (ii) with respect to real property located in
jurisdictions outside the United States owned by Borrower or any
other Significant Domestic Subsidiary after the Restatement Date,
to the extent permitted under applicable local law, not later than
ninety (90) days after such property is acquired, unless
waived or extended by Agent, Borrower shall execute or cause to be
executed a Mortgage covering such property, together with such
additional real estate documentation, environmental reports, title
policies and surveys as may be reasonably required by Agent (as
determined by counsel acceptable to Agent);”
| 4. |
Section 8 of the Credit Agreement is hereby amended as
follows: |
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(a) |
Section 8.1(d) is hereby amended and restated as
follows: |
“(d)(i) Subordinated
Debt evidenced by the Convertible Subordinated Notes existing on
the Restatement Date, and any renewals or refinancing of such Debt
which, in each case have been subordinated on substantially on the
same terms, and which shall otherwise be in compliance with this
Agreement (including, without limitation, Section 8.11
hereof), (ii) the ArcelorMittal
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Subordinated Debt and
(iii) subject to Section 3A.11 hereof, other
Subor
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