THIRD AMENDMENT THIRD AMENDMENT, dated as of November 10, 1998 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of June 5, 1997 (as the same may be further amended, amended and restated, supplemented or otherwise...
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EXHIBIT 4.10
THIRD AMENDMENT
THIRD AMENDMENT, dated as of November 10, 1998 (this
"Amendment"), to the Second Amended and Restated Credit Agreement, dated as of
June 5, 1997 (as the same may be further amended, amended and restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Viasystems Group, Inc., a Delaware corporation ("Holdings"), Viasystems,
Inc., a Delaware corporation (the "US Borrower"), Viasystems Canada, Inc. (f/k/a
Circo Craft Co. Inc.), a Quebec corporation (the "Canadian Borrower"), PCB
Investments plc, a corporation organized under the laws of England and Wales
("English Bidco"), Viasystems Holdings Limited (f/k/a Forward Group Plc), a
corporation organized under the laws of England and Wales (the "English
Borrower"), Chips Acquisition Limited, a private limited company organized under
the laws of England and Wales ("Chips Limited"), Print Service Holding N.V.
(APrint Service@), Viasystems II Limited (f/k/a Interconnection Systems
(Holdings) Limited), a private limited company organized under the laws of
England and Wales ("ISL" and together with the Canadian Borrower, English Bidco,
the English Borrower, Chips Limited, Print Service and any Future Foreign
Subsidiary Borrower, the "Foreign Subsidiary Borrowers"), the several banks and
other financial institutions from time to time parties to thereto (the
"Lenders"), The Chase Manhattan Bank of Canada ("Chase Canada"), as
administrative agent for the Canadian Lenders (in such capacity, the "Canadian
Agent"), Chase Manhattan International Limited, as administrative agent for the
English Lenders (in such capacity, the "English Agent"), any Future Foreign
Agent which may from time to time be appointed thereunder and The Chase
Manhattan Bank ("Chase"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers; and
WHEREAS, the Borrowers have requested, and upon the
effectiveness of this Amendment, the Lenders have agreed, that certain
provisions of the Credit Agreement be amended or waived upon the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement. Unless otherwise indicated, all Section and subsection references are
to the Credit Agreement.
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SECTION 2. Amendment to Subsection 2.9. Subsection 2.9 of the
Credit Agreement is hereby amended by inserting immediately before the first
proviso thereof the following:
"(or, in the case of any optional prepayments made pursuant
to subsection 8.2(q) only, to reduce the then remaining installments of
such Term Loans in direct order of maturity);@ . SECTION 3. Amendment
to Subsection 8.1(a). Subsection 8.1(a) of the Credit Agreement is
hereby amended by deleting the portion of the table appearing therein
beginning with the first quarter indicated below in its entirety and
substituting in lieu thereof the following table:
Calendar Quarter Interest Coverage Ratio
---------------- -----------------------
1998 4th 2.00 to 1.00
1999 1st 1.90 to 1.00
2nd 1.90 to 1.00
3rd 1.90 to 1.00
4th 2.00 to 1.00
2000 1st 2.00 to 1.00
2nd 2.00 to 1.00
3rd 2.00 to 1.00
4th 2.25 to 1.00
2001 1st 2.25 to 1.00
2nd 2.25 to 1.00
3rd 2.25 to 1.00
4th 2.50 to 1.00
2002 1st 2.50 to 1.00
2nd 2.50 to 1.00
3rd 2.50 to 1.00
4th 2.75 to 1.00
2003 1st 2.75 to 1.00
2nd 2.75 to 1.00
3rd 2.75 to 1.00
4th 3.00 to 1.00
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Calendar Quarter Interest Coverage Ratio
---------------- -----------------------
2004 1st 3.00 to 1.00
2nd 3.00 to 1.00
3rd 3.00 to 1.00
4th 3.00 to 1.00
SECTION 4. Amendment of Subsection 8.1(b). Subsection 8.1(b)
is hereby amended by deleting the portion of the table appearing therein
beginning with the first quarter indicated below in its entirety and
substituting in lieu thereof the following table:
Calendar Quarter Amount
---------------- ------------
1998 4th 191,000,000
1999 1st 191,000,000
2nd 191,000,000
3rd 191,000,000
4th 200,000,000
2000 1st 200,000,000
2nd 200,000,000
3rd 200,000,000
4th 215,000,000
2001 1st 215,000,000
2nd 215,000,000
3rd 215,000,000
4th 230,000,000
2002 1st 230,000,000
2nd 230,000,000
3rd 230,000,000
4th 250,000,000
2003 1st 250,000,000
2nd 250,000,000
3rd 250,000,000
4th 275,000,000
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Calendar Quarter Amount
---------------- ------------
2004 1st 275,000,000
2nd 275,000,000
3rd 275,000,000
4th 300,000,000
SECTION 5. Amendment of Subsection 8.1(c). Subsection 8.1(c) is hereby
amended by deleting the portion of the table appearing therein beginning with
the first quarter and ending with the last quarter indicated below and
substituting in lieu thereof the following portion of such table:
Calendar Quarter Ratio
---------------- -----------
1999 1st 5.60 to 1.00
2nd 5.60 to 1.00
3rd 5.60 to 1.00
4th 5.60 to 1.00
2000 1st 5.60 to 1.00
2nd 5.40 to 1.00
3rd 5.20 to 1.00
4th 5.00 to 1.00
2001 1st 5.00 to 1.00
2nd 4.80 to 1.00
3rd 4.60 to 1.00
4th 4.50 to 1.00
SECTION 6. Amendment of Subsection 8.2(q). Subsection 8.2 of the
Credit Agreement is hereby amended by deleting clause (q) therefrom in its
entirety and substituting in lieu thereof the following:
"(q) unsecured Senior Subordinated Indebtedness of
the US Borrower not to exceed $650,000,000 so long as any Net
Cash Proceeds of such Senior Subordinated Indebtedness in
excess of $500,000,000 are immediately used to make a
prepayment of the Term Loans in accordance with subsection
2.9".
SECTION 7. Representations and Warranties. After giving
affect to this Amendment, Holdings and the US Borrower (and each Foreign
Subsidiary Borrower, only as to itself, and its Subsidiaries) hereby confirm,
reaffirm and restate the representations and warranties set forth in Section 5
of the Credit Agreement as if made on and as of the date hereof except for
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any representation or warranty made as of the earlier date, which representation
or warranty shall have been true and correct in all material respects as of such
earlier date.
SECTION 8. Conditions to Effectiveness. This Amendment shall
become effective upon receipt by the Administrative Agent by no later than
November 24, 1998 of:
(a) Amendment. Counterparts of this Amendment, duly executed
and delivered by Holdings, the US Borrower, the Foreign Subsidiary
Borrowers and the Required Lenders; and
(b) Fees. Such amendment fees as shall have been agreed to by
Holdings, the US Borrower, Chase and CSI shall have been paid to the
Lenders approving this Amendment.
SECTION 9. Continuing Effect of Credit Agreement. Except as
expressly amended herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
SECTION 10. Governing Law; Counterparts. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of this
Amendment by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
VIASYSTEMS GROUP, INC.,
as Guarantor
By:
-------------------------------------
Title:
BORROWERS
VIASYSTEMS, INC.,
as US Borrower
By:
-------------------------------------
Title:
VIASYSTEMS CANADA, INC.,
as Canadian Borrower
By:
-------------------------------------
Title:
PCB INVESTMENTS PLC,
as English Bidco
By:
-------------------------------------
Title:
VIASYSTEMS HOLDING LIMITED,
as English Borrower
By:
-------------------------------------
Title:
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CHIPS ACQUISITION LIMITED,
as a Foreign Subsidiary Borrower
By:
-------------------------------------
Title:
PRINT SERVICE HOLDING N.V.,
as a Foreign Subsidiary Borrower
By:
-------------------------------------
Title:
VIASYSTEMS II LIMITED,
as a Foreign Subsidiary Borrower
By:
-------------------------------------
Title:
AGENTS
THE CHASE MANHATTAN BANK,
as Administrative Agent and Collateral
Agent, and as a Lender
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
OF CANADA, as Canadian Agent,
and as a Canadian Lender
By:
-------------------------------------
Title:
CHASE MANHATTAN
INTERNATIONAL LIMITED,
as English Agent
By:
-------------------------------------
Title:
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CHASE MANHATTAN BANK
DELAWARE, as a US Issuing Lender
By:
-------------------------------------
Title:
US LENDERS
ABN AMRO BANK N.V.
By:
-------------------------------------
Its:
------------------------------------
By:
-------------------------------------
Its:
------------------------------------
ALLSTATE LIFE INSURANCE
COMPANY
By:
-------------------------------------
Name:
Title:
ALLSTATE INSURANCE COMPANY
By:
-------------------------------------
Name:
Title:
AMARA-1 FINANCE LTD.
By:
-------------------------------------
Name:
Title:
AMARA-2 FINANCE LTD.
By:
-------------------------------------
Name:
Title:
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ARAB BANKING CORPORATION (B.S.C.)
By:
-------------------------------------
Name:
Title:
BANK OF MONTREAL
By:
-------------------------------------
Title:
THE BANK OF NEW YORK
By:
-------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By:
-------------------------------------
Name:
Title:
By:
Name:
Title:
BANKBOSTON, N.A.
By:
-------------------------------------
Name:
Title:
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BANKERS TRUST
By:
-------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS, NEW YORK BRANCH
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
BHF BANK AKTIENGESELLSCHAFT
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
BALANCED HIGH-YIELD FUND I LIMITED
BY: BHF BANK AKTIENGESELLSCHAFT,
acting through its New York branch as
attorney-in-fact
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
11
11
CIBC INC.
By:
-------------------------------------
Name:
Title:
CITIBANK, N.A.
By:
-------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By:
-------------------------------------
Name:
Title:
THE FUJI BANK LIMITED,
NEW YORK BRANCH
By:
-------------------------------------
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS
By:
-------------------------------------
Name:
Title:
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INDOSUEZ CAPITAL FUNDING III
By:
-------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF
JAPAN, LIMITED
By:
-------------------------------------
Name:
Title:
KZH SOLEIL LLC
(formerly known as KZH Holding
Corporation)
By:
-------------------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By:
-------------------------------------
Name:
Title:
KZH PAMCO LLC
By:
-------------------------------------
Name:
Title:
KZH XXXXXXXX LLC
By:
-------------------------------------
Name:
Title:
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KZH-CRESCENT-2 LLC
By:
-------------------------------------
Name:
Title:
KZH ING-3 LLC
By:
-------------------------------------
Name:
Title:
KZH SOLEIL-2 LLC
By:
-------------------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
By:
-------------------------------------
Name:
Title:
THE MITSUBISHI TRUST &
BANKING CORPORATION
By:
-------------------------------------
Name:
Title:
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NATEXIS BANQUE BFCE, FORMERLY
BANQUE FRANCAISE DU
COMMERCE EXTERIEUR
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
NATIONAL WESTMINSTER
BANK Plc
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ORIX USA CORPORATION
By:
-------------------------------------
Name:
Title:
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XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
-------------------------------------
Name:
Title:
OCTAGON CREDIT INVESTORS
LOAN PORTFOLIO, FORMERLY
CHL HIGH YIELD LOAN PORTFOLIO
(a unit of THE CHASE MANHATTAN
BANK)
By:
-------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management L.P.,
as Collateral Manager
By:
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
THE SAKURA BANK, LIMITED
By:
-------------------------------------
Name:
Title:
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SENIOR DEBT PORTFOLIO
By: Xxxxx Xxxxx Management,
as Investment Advisor
By:
-------------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
-------------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
-------------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
SENIOR INCOME TRUST
By:
-------------------------------------
Name:
Title:
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CANADIAN LENDERS
BANK OF MONTREAL
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI
(CANADA)
By:
-------------------------------------
Name:
Title:
BT BANK OF CANADA
By:
-------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS (CANADA)
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-------------------------------------
Name:
Title:
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CITIBANK CANADA
By:
-------------------------------------
Name:
Title:
FIRST CHICAGO NBD BANK, CANADA
By:
-------------------------------------
Name:
Title:
FUJI BANK CANADA
By:
-------------------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
THE SAKURA BANK (CANADA)
By:
-------------------------------------
Name:
Title:
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ENGLISH LENDERS
THE CHASE MANHATTAN BANK,
By:
-------------------------------------
Title:
BHF BANK AKTIENGESELLSCHAFT
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
BALANCED HIGH-YIELD FUND I LIMITED
BY: BHF BANK AKTIENGESELLSCHAFT,
acting through its New York branch as
attorney-in-fact
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
BANK OF MONTREAL
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Name:
Title:
20
20
BANQUE NATIONALE DE PARIS. LONDON BRANCH
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
CIBC WOOD GUNDY PLC
By:
-------------------------------------
Name:
Title:
CITIBANK, N.A.
By:
-------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK
OF BOSTON
By:
-------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE, FORMERLY BANQUE FRANCAISE
DU COMMERCE EXTERIEUR
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
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NATIONAL WESTMINSTER
BANK Plc
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-------------------------------------
Name:
Title:
SAKURA BANK, LIMITED LONDON BRANCH
By:
-------------------------------------
Name:
Title:
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DEEPROCK & CO.
By: Xxxxx Xxxxx Management, as Investment
Advisor
By:
-------------------------------------
Name:
Title:
