3.3(i) Indemnity Letter for LIBOR Rate Loans
131
EXHIBIT 3.4 Term Loan $56,000,000.00
134
EXHIBIT 4.1 DEVELOPMENT LINE OF CREDIT NOTE
135
EXHIBIT 4.3 (DEVELOPMENT LINE OF CREDIT LOAN)
138
EXHIBIT 5.2 (FORM SWINGLINE LOAN NOTE)
141
EXHIBIT 5.2(a) (SWINGLINE LOAN) NOTICE OF BORROWING
144
EXHIBIT 6.1 REVOLVING LINE OF CREDIT NOTE
147
EXHIBIT 6.3 (REVOLVING LINE OF CREDIT LOAN) NOTICE OF BORROWING
150
EXHIBIT 7.1(b) NOTICE OF CONVERSION
153
EXHIBIT 7.1(c) NOTICE OF EXTENSION/INTEREST PERIOD CHANGE (DLOC)
156
EXHIBIT 8.1 AUTOMATED CLEARING HOUSE "ACH" AUTHORIZATION
159
EXHIBIT 9.1(v) JOINDER AGREEMENT AND SECURITY AGREEMENT
161
EXHIBIT 11.4 COVENANT COMPLIANCE CERTIFICATE
183
EXHIBIT 12.1 INDEBTEDNESS
191
EXHIBIT 16.10 FORM OF BANK PRODUCT PROVIDER NOTICE
192
EXHIBIT 18.7 FORM OF ASSIGNMENT AND ASSUMPTION
193
v
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 16, 2014 by
and among the undersigned borrowers, each having a mailing address at 27680
Franklin Road Southfield, MI 48034 (each, a "Borrower" and collectively, the
"Borrowers", as defined in Appendix I), each lender from time to time party
hereto (collectively the "Lenders" and individually, a "Lender"), Citizens Bank,
National Association, as Administrative Agent for itself and on behalf of the
other Lenders, Sole Lead Arranger, Sole Bookrunner, Swingline Lender and as a
Lender.
WHEREAS, the Administrative Agent, the Lenders and certain of the Borrowers
entered into a Credit Agreement dated as of April 15, 2013, as amended by First
Amendment to Credit Agreement dated as of August 15, 2013, Second Amendment to
Credit Agreement dated as of March 20, 2014, and by Third Amendment to Credit
Agreement dated as of October 31, 2014, covering the Original Loan Facilities
(the "Original Credit Agreement"); and
WHEREAS, the Borrowers have requested that the obligations under the Original
Credit Agreement and Original Loan Facilities be refinanced and that the
Development Line of Credit Loan II be eliminated; and
WHEREAS, the Borrowers have requested and the Lenders have agreed to amend and
restate the Original Credit Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers and the Lenders agree
as follows with regard to the loans described herein (together the "Loans"):
SECTION 1.
Definitions, other Interpretive Provisions and Authorized
Representatives. The terms used in this Agreement are defined in Appendix I
hereto.
With reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:
(a)
The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation." The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise,
(i) any definition of or reference to any