Back to top

WAIVER AND EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Waiver Agreement

WAIVER AND EIGHTH AMENDMENT  TO AMENDED AND RESTATED CREDIT AGREEMENT | Document Parties: CLARION TECHNOLOGIES, INC. | JPMORGAN CHASE BANK | Bank One, NA You are currently viewing:
This Waiver Agreement involves

CLARION TECHNOLOGIES, INC. | JPMORGAN CHASE BANK | Bank One, NA

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: WAIVER AND EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: Michigan     Date: 3/25/2005
Industry: Fabricated Plastic and Rubber    

WAIVER AND EIGHTH AMENDMENT  TO AMENDED AND RESTATED CREDIT AGREEMENT, Parties: clarion technologies  inc. , jpmorgan chase bank , bank one  na
50 of the Top 250 law firms use our Products every day

Exhibit 10(i)

WAIVER AND EIGHTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT

        THIS WAIVER AND EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) dated as of March 25, 2005, is by and among CLARION TECHNOLOGIES, INC., a Delaware corporation (the “ Company ”), and its subsidiaries party hereto (the Company and its subsidiaries are collectively referred to herein as the “ Loan Parties ” and individually referred to herein as a “ Loan Party ”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “ Banks ”), and JPMORGAN CHASE BANK, N.A., successor by merger to Bank One, NA, a national banking association, as agent on behalf of the Banks (in such capacity, the “ Agent ”).

RECITALS

        A.        The Loan Parties, the Banks, and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of April 14, 2003 (as amended, modified, restated, or replaced from time to time, the “Credit Agreement ”), pursuant to which the Banks agreed, subject to the terms thereof, to extend credit to the Loan Parties. For purposes hereof, the term “Loan Documents” shall mean such term as defined in the Credit Agreement, plus this Amendment, and any documents executed and delivered in conjunction with this Amendment.

        B.        The Loan Parties have advised the Agent that prior to the date hereof an Event of Default has occurred under the terms of the Credit Agreement on account of the Loan Parties’ failure to comply with the provisions of each of Sections 10.6.1-10.6.6 of the Credit Agreement as of the fiscal quarter ending on or about December 31, 2004, and the provisions of each of Sections 10.6.5 and 10.6.6 of the Credit Agreement as of the end of January, 2005 and February, 2005, and have requested that the Agent and the Banks waive such Event of Default. The Agent and the Banks are willing to provide the waiver requested by the Loan Parties on the terms set forth herein.

        C.        The parties hereto further desire to amend the Credit Agreement as set forth herein.

TERMS

        In consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

        ARTICLE I. WAIVER AND AMENDMENT . Upon the conditions set forth in Article III being fulfilled, (a) the Agent and the Banks waive any Event of Default arising under the Credit Agreement on account of the Loan Parties’ failure to comply with the terms of each of Sections 10.6.1, 10.6.2,10.6.3,10.6.4,10.6.5, and 10.6.6 of the Credit Agreement, in each case as of the end of the fiscal quarter ending on or about December 31, 2004, and in the cases of each of Sections 10.6.5 and 10.6.6 of the Credit Agreement, as of the end of January, 2005 and February, 2005, and (b) the Credit Agreement shall be amended as follows:

1


         1.1        Section 10.6.1 of the Credit Agreement is amended and restated in full, to read as follows:

 

        10.6.1 Fixed Charge Coverage Ratio . Not permit the Fixed Charge Coverage Ratio to be less than 0.50 to 1.00 as of the end of the Company’s fiscal quarter ending on or about March 31, 2005; such ratio to be determined in accordance with GAAP for the period of four consecutive fiscal quarters of the Company then ending.



         1.2        Section 10.6.2 of the Credit Agreement is amended and restated in full, to read as follows:

 

        10.6.2 Senior Debt to EBITDA Ratio . Not permit the Senior Debt to EBITDA Ratio to be greater than 5.10 to 1.00 as of the end of the Company’s fiscal quarter ending on or about March 31, 2005; such ratio to be determined in accordance with GAAP using the ratio of Senior Debt as of the end of such fiscal quarter to EBITDA for the period of four consecutive fiscal quarters of the Company then ending.



         1.3        Section 10.6.3 of the Credit Agreement is amended and restated in full, to read as follows:

 

        10.6.3 Total Debt to EBITDA Ratio . Not permit the Total Debt to EBITDA Ratio to be greater than 9.25 to 1.00 as of the end of the Company’s fiscal quarter ending on or about March 31, 2005; such ratio to be determined in accordance with GAAP using the ratio of Total Debt as of the end of such fiscal quarter to EBITDA for the period of four consecutive fiscal quarters of the Company then ending.



         1.4        Section 10.6.4 of the Credit Agreement is amended and restated in full, to read as follows:

 

        10.6.4 EBITDA . Not permit EBITDA to be less than negative $1,250,000 for the Company’s fiscal quarter ending on or about March 31, 2005; such amount to be determined in accordance with GAAP for the period of such fiscal quarter of the Company then ending.



         1.5        Section 10.6.5 of the Credit Agreement is amended and restated in full, to read as follows:

 

        10.6.5 Total Liabilities to Tangible Capital Funds Ratio . Not permit the Total Liabilities to Tangible Capital Funds Ratio to be greater than 12.00 to 1.00 as of the end of March, 2005; such ratio to be determined in accordance with GAAP as of such month-end.



2


         1.6        Section 10.6.6 of the Credit Agreement is amended and restated in full, to read as follows:

 

        10.6.6 Adjusted Working Capital . Not permit Adjusted Working Capital to be less than negative $11,500,000 as of March 31, 2005; such amount to be determined in accordance with GAAP as of such month-end.



        1.7        The Loan Parties specifically acknowledge and agree that the waiver set forth herein is a limited waiver, granted only with respect to the specific Events of Default described herein, and that each term and provision of the Loan Documents (as amended by this Amendment) remains in full force and effect. The waiver set forth herein in no manner creates a course of dealing or otherwise impairs the future ability of the Agent or the Banks to declare an Event of Default under the Loan Documents (other than on account of the matters waived hereunder), or to otherwise enforce the terms of the Loan Documents.

        ARTICLE II. REPRESENTATIONS AND WARRANTIES . Each of the Loan Parties represents and warrants to the Agent and the Banks that:

        2.1        The execution, delivery, and performance of this Amendment is within its powers, has been duly authorized by all necessary corporate or company action, as the case may be, and is not in contravention of any law, rule, or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of its Certificate of Incorporation or Articles of Organization, as the case may be, or By-laws or Operating Agreement, as the case may be, or of any contract or undertaking to which it is a party or by which it or its properties is or may be bound.

        2.2        This Amendment is the legal, valid, and binding obligation of each Loan Party, enforceable against it in accordance with the respective terms hereof.

        2.3        After giving effect to the amendments herein contained, except as set forth on Schedule 2.3 hereof, the representations and warranties contained in Section 9 of the Credit Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

        2.4        No Event of Default or Unmatured Event of Default exists or has occurred or is continuing on the date hereof.

        ARTICLE III. CONDITIONS OF EFFECTIVENESS . This Amendment shall not become effective until each of the following has been satisfied:

         3.1        This Amendment shall have been executed by the Loan Parties, the Agent, and the Banks.

        3.2


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more