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EXHIBIT 4.21
EXECUTION COPY
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SECOND AMENDMENT TO
WALBRO CORPORATION
CREDIT AGREEMENT
COMERICA BANK, as AGENT
XXXXXX BANK, as CO-AGENT
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SECOND AMENDMENT TO WALBRO CREDIT AGREEMENT
THIS SECOND AMENDMENT ("Second Amendment") is made as of this 17th day of
March, 1997 by and among Walbro Corporation, a Delaware corporation ("Company"),
Comerica Bank and the other banks signatory hereto (individually, a "Bank" and
collectively, the "Banks") and Comerica Bank, as agent for the Banks (in such
capacity, "Agent").
RECITALS:
A. Company, Agent and certain of the Banks entered into that certain
Amended and Restated Walbro Corporation $135,000,000 Credit Agreement dated as
of September 22, 1995 (as amended by that First Amendment to Walbro Credit
Agreement dated as of March 8, 1996, the "Credit Agreement") under which such
Banks renewed and extended (or committed to extend) credit to the Company and
the Permitted Borrowers, as set forth therein.
B. At the Company's request, Agent and the Banks have agreed to make
certain amendments to the Credit Agreement to make certain changes as
hereinafter set forth, but only on the terms and conditions set forth in this
Second Amendment .
NOW THEREFORE, Company, Agent and the Banks agree:
1. Section 1 of the Credit Agreement is amended as follows:
(a) Section 1.4 (the definition of "Activation Fee") is hereby deleted and
replaced with the word "[Reserved]."
(b) Section 1.35A is added to the Credit Agreement, immediately following
Section 1.35, as follows:
"1.35B `Convertible Debentures' shall mean the eight percent (8%)
convertible subordinated debentures due 2017, issued by the Company to
the Walbro Capital Trust, all on the terms and conditions set forth in
the Indenture dated as of February 3, 1997 between the Company and
Bankers Trust Company, as trustee, as amended (subject to the terms
hereof) from time to time."
(c) Section 1.35C is added to the Credit Agreement, immediately following
Section 1.35A, as follows:
"1.35B `De Minimis Redemptions' shall mean redemptions from and
after the date of this Agreement in an aggregate amount not to exceed
One Million Dollars ($1,000,000) principal amount of the Convertible
Debentures (and the Preferred Securities), plus accrued interest upon
the principal amount so redeemed (determined in accordance with the
indenture, declaration of trust and other documents governing the
Convertible Debentures and the Preferred
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Securities), effected from and after the date hereof in connection
with or necessary to cause a Conversion."
(d) Section 1.35A is added to the Credit Agreement, immediately following
Section 1.39, as follows:
"1.35A `Conversion' shall mean the conversion (subject to the
terms hereof) of the Convertible Debentures (and the Preferred
Securities), subject only to De Minimis Redemptions, into common stock
of the Company pursuant to the terms of the indenture, declarations of
trust and other documents governing the Convertible Debentures and the
Preferred Securities."
(e) Sections 1.41A and 1.41B are added to the Credit Agreement,
immediately following Section 1.41, as follows:
"1.41A `DEZ Guaranty' shall mean any guaranty or other support
provided by the Company or any of its Subsidiaries, for the benefit of
the DEZ Joint Venture, covering Debt in an aggregate principal amount
not to exceed $10,000,000 at any time outstanding."
"1.41B `DEZ Joint Venture' shall mean a Joint Venture
doing business in the Detroit Empowerment Zone."
(f) Section 1.67 (the definition of "Fees") is amended to replace the
words "Revolving Credit Commitment Fee" (beginning in the second line
thereof) with the words "Revolving Credit Facility Fee" and to delete,
in the second line thereof, the words "the Activation Fee,".
(g) Section 1.87 (the definition of "Intercompany Loan") is amended and
restated in its entirety, as follows:
"1.87 `Intercompany Loan' shall mean any loan (or advance in the
nature of a loan) by the Company or any 100% Subsidiary to another
100% Subsidiary; provided, however that each such loan or advance is
subordinated in right of payment and priority to the Indebtedness on
terms and conditions satisfactory to Agent and the Majority Banks; and
provided further however that a 100% Subsidiary may receive loans (or
advances in the nature of loans) from the Company or another 100%
Subsidiary up to an aggregate amount of $250,000 at any time
outstanding which shall not be required to be subordinated according
to the terms hereof, so long as the aggregate amount of all such
unsubordinated loans or advances to 100% Subsidiaries does not exceed
$1,000,000 at any time outstanding.
(h) Section 1.95A is added to the Credit Agreement, immediately following
Section 1.95, as follows:
"1.95A `Joint Venture Guaranties' shall mean, any guaranties or
other support provided by the Company or any
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of its Subsidiaries, for the benefit of any Joint Venture. For the
purposes of this definition, Joint Venture Guaranties shall not
include the DEZ Guaranty."
(i) Section 1.115A is added to the Credit Agreement, immediately following
Section 1.115, as follows:
"1.115A `Operating Lease Expense' shall mean, with respect to any
Person or any period, the aggregate rental obligations of such Person
payable in respect of such period which do not constitute Capitalized
Lease Obligations, net of income from subleases related thereto, but
including taxes, insurance, maintenance and similar costs incurred
under said leases."
(j) Section 1.128A is added to the Credit Agreement, immediately following
Section 1.128, as follows:
"1.128A `Preferred Securities' shall mean the eight percent (8%)
convertible trust preferred securities issued and sold by Walbro
Capital Trust pursuant to the Amended and Restated Declaration of
Trust of Walbro Capital Trust dated as of February 3, 1997, as amended
(subject to the terms hereof) from time to time."
(k) Section 1.141 (the definition of "Revolving Credit") is amended to
replace the words "Revolving Credit Maximum Amount" (beginning in the
fourth line thereof) with the words "Revolving Credit Aggregate
Commitment".
(l) Section 1.143 (the definition of "Revolving Credit Commitment Fee") is
deleted and replaced in its entirety by the following:
"1.143 `Revolving Credit Facility Fee' shall mean the facility
fee payable to Agent for distribution to the Banks pursuant to Section
2.13 hereof."
(m) Sections 1.144 (the definition of "Revolving Credit Designated Unused
Portion") and 1.146 (the definition of "Revolving Credit Maximum
Amount") are deleted in their entirety and replaced in each case with
the word "[Reserved]".
(n) Section 1.145 (the definition of "Revolving Credit Maturity Date") is
amended to replace the words "Revolving Credit Maximum Amount" (in the
fourth line thereof) with the words "Revolving Credit Aggregate
Commitment".
(o) Section 1.157 (the definition of "Subordinated Debt") is amended and
restated in its entirety, as follows:
"1.157 `Subordinated Debt' shall mean the Preferred Securities
and the Convertible Debentures and any other unsecured Debt which is
subordinated to the prior payment
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and discharge in full of the Indebtedness, on written terms and
conditions approved by and acceptable to each of the Banks, in their
sole discretion."
(p) Section 1.165 (the definition of "Term Loan Funding Period") is
amended and restated in its entirety to read as follows:
"1.165 `Term Loan Funding Period' shall mean a period
which terminated on March 17, 1997."
(q) Sections 1.182A and 1.182B are added to the Credit Agreement,
immediately following Section 1.182, as follows:
"1.182A `Walbro Capital Trust' shall mean Walbro Capital Trust, a
statutory business trust formed under the laws of the State of
Delaware."
"1.182B `Walbro Capital Trust Guaranty' shall mean the guaranty
by the Company of the payment of distributions out of monies held by
Walbro Capital Trust and of payments on the liquidation of Walbro
Capital Trust or the redemption of the Preferred Securities, all or
terms and conditions set forth in the indenture, the declaration of
trust and the other documents governing the Convertible Debentures and
the Preferred Securities."
2. Section 2 of the Credit Agreement is amended as follows:
(a) Section 2.5(c)(iv) (setting minimum amount of Swing Line Advances) is
amended to change the reference to "Five Hundred Thousand Dollars
($500,000)" wherever it appears therein to "Three Hundred Thousand
Dollars ($300,000)".
(b) Section 2.13 is amended and restated in its entirety, as follows:
"2.13 Revolving Credit Facility Fee. (a) From the date on which
the Second Amendment to this Agreement becomes effective to the
Revolving Credit Maturity Date, the Company shall pay to the Agent,
for distribution to the Banks pro rata, a Revolving Credit Facility
Fee in Dollars equal to the product of the Applicable Fee Percentage
per annum, times the Revolving Credit Aggregate Commitment then in
effect (whether used or unused), calculated on a daily basis. The
Revolving Credit Facility Fee shall be payable quarterly in arrears
commencing April 1, 1997, and on the first day of each calendar
quarter thereafter and at the Revolving Credit Maturity Date, and
shall be computed on the basis of a year of three hundred sixty (360)
days and assessed for the actual number of days elapsed, giving
immediate effect to any changes in the Applicable Fee Percentage.
Whenever any payment of the Revolving Credit Facility Fee shall be due
on a day which is not a Business Day, the date for payment thereof
shall be extended to the
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next Business Day. Upon receipt of such payment, Agent shall make
prompt payment to each Bank of its share of the Revolving Credit
Facility Fee based upon its respective Percentage. It is expressly
understood that the Revolving Credit Facility Fee shall not be
refundable under any circumstances.
"(b) The required payment of the Revolving Credit Facility Fee due
under subparagraph (a) of this Section 2.13 on April 1, 1997 shall be
accompanied by payment in the amount of the Revolving Credit
Commitment Fee in effect under this Agreement prior to the date on
which the Second Amendment becomes effective (accrued to such date),
for distribution to the Banks pro rata based on the Percentages in
effect prior to the date on which the Second Amendment to this
Agreement becomes effective."
(c) Section 2.15 (Optional Reduction or Termination of Revolving Credit
Maximum Amount) is amended as follows:
i) to change the reference to "Revolving Credit Maximum
Amount" wherever it appears therein (including the heading)
to "Revolving Credit Aggregate Commitment";
ii) to delete the proviso in the first two lines of said Section
(beginning with the words "Provided that" and ending with the words
"zero (0), the", such that Section 2.15 shall begin with the words
"Company may"; and
iii) to change the reference to "Revolving Credit Commitment Fee" (in
the thirteenth line thereof) to "Revolving Credit Facility Fee".
(d) Sections 2.16 and 2.17 are deleted in their entirety and, in each
case, replaced by the word "[Reserved]".
3. Section 8 of the Credit Agreement shall be amended as follows:
(a) Sections 8.3(b), 8.3(c), and 8.3(d) (reporting requirements) are each
amended and restated in their entirety, as follows:
"(b) as soon as available, and in any event within one hundred
twenty (120) days after and as of the end of each of Company's fiscal
years, (i) a detailed Consolidated audit report of Company certified
to by independent certified public accountants satisfactory to Banks,
together with an unaudited Consolidating report of Company and its
Subsidiaries (or, in lieu of such Consolidating report, other
financial reports as to the financial condition, on an individual
basis, of each of the Permitted Borrowers and Guarantors, in form
reasonably acceptable to Agent and the Majority Banks) certified by an
authorized officer of Company as to consistency (with prior financial
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reports and accounting periods), accuracy and fairness of
presentation; (ii) a Covenant Compliance Report; and (iii) copies of
all reports and management letters prepared with respect to the
Company or any of its Subsidiaries by any independent certified public
accountants in connection with any annual, interim or other audit or
review of the books of the Company or its Subsidiaries, irrespective
of the party requesting such an audit or review;" and
"(c) as soon as available, and in any event within sixty (60)
days after and as of the end of each quarter, excluding the last
quarter of each fiscal year, (i) a Consolidated financial report
consisting of a balance sheet, income statement and statement of cash
flows of Company and its Subsidiaries and a Consolidating financial
report covering such matters as to the Company and its Significant
Subsidiaries, certified in each case by an authorized officer of
Company as to consistency (with prior financial reports and accounting
periods), accuracy and fairness of presentation, and (ii) a Covenant
Compliance Report;" and
"(d) as soon as available, and in any event within thirty (30)
days after the end of each calendar month, excluding those months
ending on the last day of each fiscal quarter, (i) a Consolidated
financial report consisting of a balance sheet, income statement,
statement of cash flows and statement of shareholder's equity of
Company and its Subsidiaries and a Consolidating financial report
covering such matters as to the Company and its Significant
Subsidiaries and (ii) a Capital Expenditures report in connection with
each of the Company's Capital Expenditures (or group or series of
related Capital Expenditures) in excess of $50,000, each such report
to include the proposed budget for such Capital Expenditures, actual
expenditures related thereto, and the budget to completion, in each
case certified by an authorized officer of Company as to consistency
(with prior financial reports and accounting periods), accuracy and
fairness of presentation;"
(b) Section 8.5 (Funded Debt Ratio) is amended and restated in its
entirety, as follows:
"8.5 Funded Debt Ratio. On a Consolidated basis, have
and cause its Subsidiaries to have, as of the end of each
fiscal quarter, a Funded Debt Ratio which will at no time
exceed:
(a) from December 31, 1996 to March 30, 1997, 5.20 to 1.0;
(b) from March 31, 1997 to September 29, 1997, 4.65 to
1.0;
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(c) from September 30, 1997 to December 30, 1997, 4.50 to
1.0;
(d) from December 31, 1997 to March 30, 1998, 3.95 to 1.0;
(e) from March 31, 1998 to June 29, 1998, 3.85 to 1.0;
(f) from June 30, 1998 to September 29, 1998, 3.75 to 1.0;
(g) from September 30, 1998 to December 30, 1998, 3.65 to
1.0;
(h) from December 31, 1998 to December 30, 1999, 3.0 to
1.0; and
(i) from and after December 31, 1999, 2.75 to 1.0.
(c) Section 8.6 (Interest Coverage Ratio) is amended and restated in its
entirety, as follows:
"8.6 Maintain Interest Coverage Ratio. On a Consolidated basis,
have and cause its Subsidiaries to have, as of the end of each
fiscal quarter, an Interest Coverage Ratio of not less than:
(a) as of December 31, 1996, 1.50 to 1.0;
(b) from January 1, 1997 to September 29, 1997, 1.4 to
1.0;
(c) from September 30, 1997 to December 30, 1997, 1.45 to
1.0;
(d) from December 31, 1997 to December 30, 1998, 1.7 to
1.0;
(e) from December 31, 1998 to December 30, 1999, 2.0 to
1.0;
(f) from December 31, 1999 to December 30, 2000, 2.40 to
1.0; and
(g) from and after December 31, 2000, 2.75 to 1.0.
(d) Section 8.17(a) is amended to add the following sentence to the end of
such clause:
"Notwithstanding the foregoing, Walbro Capital Trust shall
not be required to execute and deliver a joinder agreement to
the Domestic Guaranty."
(e) Section 8.17(b) is amended to add the following sentence to the end of
such clause:
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"Notwithstanding the foregoing, the Company shall not be
required to pledge to the Banks the share capital of Walbro
Capital Trust owned by the Company."
4. Sections 9 and 12 of the Credit Agreement are amended as
follows:
(a) Section 9.1 is amended and restated in its entirety, to read as
follows:
"9.1 Capital Structure and Redemptions. Purchase, acquire or
redeem any of its capital stock or make any material change in its
capital structure; provided however that
(i) the issuance of additional voting common stock or the
distribution (but not redemption) of the Convertible Debentures
to the holders of the Preferred Securities resulting from a
"Special Event" under the indenture, declaration of trust and
other documents governing the Convertible Debentures and the
Preferred Securities shall not be deemed to constitute a material
change in capital structure; and
(ii) with respect to the Significant Subsidiaries (other
than Walbro Capital Trust) owned by Company or any of its
Domestic Subsidiaries, any increase in the share capital (or the
creation of any new share capital) of any of such Significant
Subsidiaries shall be permitted only if, at the time of any such
increase or the creation of any new shares, as the case may be,
such shares are immediately subjected to a pledge and security
interest in favor of the Collateral Agent, for and on behalf of
the Lenders, pursuant to the applicable Collateral Documents (to
the extent required thereunder), and all steps are taken as
necessary under applicable law to perfect each such pledge and
security interest."
(b) Section 9.4 is amended and restated in its entirety, to read as
follows:
"9.4 Guaranties. Guarantee, endorse, or otherwise become liable
for or upon the obligations of others, except by endorsement of cash
items for deposit in the ordinary course of business and except for
(a) the Guaranties, (b) the Permitted Guaranties, (c) the Walbro
Capital Trust Guaranty, (d) the DEZ Guaranty, (e) to the extent
permitted by Section 9.8(h), the Joint Venture Guaranties and (f)
guaranties provided by the Company or any Subsidiary in the ordinary
course of business for the benefit of any 100% Subsidiary covering (i)
workers compensation obligations imposed under applicable law, or (ii)
leases of real or personal property which do not
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constitute Capitalized Lease Obligations, in each case arising or
entered into by such 100% Subsidiary in the ordinary course of
business and otherwise in compliance with this Agreement."
(c) Section 9.8(e) is amended and restated in its entirety as follows:
"(e) Intercompany Loans, Advances or Investments to Company's
Significant Domestic Subsidiaries, provided that Intercompany Loans,
Advances or Investments to Walbro Capital Trust shall be made only to
the extent necessary for payments of the Subordinated Debt which are
permitted under the terms of this Agreement;"
(d) Section 9.8(h) is amended and restated in its entirety as follows:
"(h) (A) (i) loans, advances or investments in the DEZ Joint
Venture, other than guaranties (without regard to any repayment of
such loans, advances or investments, other than the repayment of
capital or principal), in an aggregate principal amount not to exceed
$10,000,000 at any time outstanding and (ii) the DEZ Guaranty and (B)
loans, advances, or investments, (without regard to any repayment of
such loans, advances or investments, other than the repayment of
capital or principal) to any Joint Venture or Subsidiary which does
not constitute a 100% Subsidiary, expressly excluding for all purposes
of this Section 9.8(h)(B) any loan, advance or investment to or in
U.S. Coexcell or to or in the DEZ Joint Venture, but including without
limitation (i) all other loans, advances or investments permitted
under any other provision of this Agreement and (ii) guaranties
(including any Joint Venture Guaranty) by the Company or any
Subsidiary (valued on the basis of the aggregate amount of the Debt
covered by such guaranty) of third party indebtedness of any such
Joint Ventures or non-100% Subsidiary, in an aggregate amount, for all
such loans, advances, guaranties and investments under clause (B) of
this subsection (h) at any time outstanding not to exceed the greater
of Twenty-Six Million Dollars ($26,000,000) or twenty percent (20%) of
Consolidated Tangible Net Worth;"
(e) Section 9.13 (Prepayment of Debts) is amended to add, in the fifth
line thereof (following the words "the Indebtedness") the words "and,
so long as no Default or Event of Default has occurred and is
continuing, De Minimis Redemptions".
(f) Section 9.15 (Capital Expenditures Limitation) is amended and restated
in its entirety as follows:
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"9.15 Capital Expenditures Limitation. Incur or make Capital
Expenditures (determined on a Consolidated basis) in aggregate
amounts in any fiscal year greater than:
(a) during its fiscal year ending December 31, 1996, the sum of
One Hundred Million Dollars ($100,000,000);
(b) during its fiscal year ending December 31, 1997, the sum of
Sixty-Five Million Dollars ($65,000,000); and
(c) during its fiscal year ending December 31, 1998, the sum of
Fifty-Five Million Dollars ($55,000,000); and
(d) during each of its fiscal years thereafter, the sum of Forty
Million Dollars ($40,000,000);
in each case on a non-cumulative basis."
(g) Section 9.16 is added to the Credit Agreement (immediately following
Section 9.15), as follows:
"9.16 Limitation on Operating Leases. Permit
Operating Lease Expense for any fiscal year of the Company and
its Subsidiaries to exceed, in the aggregate, Eight Million
Dollars ($8,000,000)."
(h) Section 12.10 (Other Increased Costs) is amended to replace the words
"Revolving Credit Commitment Fee" wherever they appear with the words
"Revolving Credit Facility Fee".
5. This Second Amendment shall become effective (according to the terms
hereof) on the date (the "Effective Date of the Second Amendment") that the
following conditions have been fully satisfied by the Company (the
"Conditions"):
(a) Agent shall have received:
i) counterpart originals of this Second Amendment, duly executed and
delivered by the Company, the Permitted Borrowers and Guarantors, the
Agent and the requisite Banks, and in form satisfactory to Agent and
the requisite Banks,
ii) certified copies of resolutions of the Boards of Directors of each
of the Company, each of the undersigned Permitted Borrowers which is a
Domestic Subsidiary and each of the undersigned Guarantors which is a
Domestic Subsidiary (and powers of attorney, where applicable)
authorizing, as applicable, the execution and delivery of this Second
Amendment, and the performance by the such
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undersigned parties of each of their respective obligations under the
Amended Credit Agreement; and
iii) a certificate of the Secretary or other authorized officer of
each of the Company, each of the undersigned Permitted Borrowers which
is a Domestic Subsidiary and each of the undersigned Guarantors which
is a Domestic Subsidiary certifying the names of the officer or
officers of such undersigned parties, as the case may be, authorized
to sign this Second Amendment and any other Loan Document including
any Request for Advance or Letter of Credit Agreement together with a
sample of the true signature of each such officer; and
(b) Company shall have paid to Agent, for distribution to the Banks, an
amendment fee in the amount of $313,687, for distribution to the Banks
based on the Percentages;
provided however that, subject to the foregoing, the amendments set forth in
paragraphs 3(b), 3(c), and 4(f) of this Second Amendment shall be given
retroactive effect to December 31, 1996. With respect to the undersigned
Permitted Borrowers and Guarantors which are Foreign Subsidiaries, Company shall
deliver or cause to be delivered to Agent, within thirty (30) days of the
Effective Date of the Second Amendment, corporate authority documents
substantially similar to those identified in subparagraph (a)(ii) and a(iii) of
this Section 5 ratifying the execution and delivery by such partner of this
Second Amendment; provided that until all such documents have been delivered, no
Advances shall be available to any of such Permitted Borrowers.
6. Within ninety (90) days following the Effective Date of this Second
Amendment, Company shall:
(a) execute and deliver (or cause to be executed and delivered)
with respect to Walbro Automotive do Brasil Ltda. ("Walbro Brazil"),
a Joinder Agreement to the Permitted Borrowers Guaranty ("Joinder
Agreement-Guaranty") duly executed and delivered by Walbro Brazil and
a local share pledge (and, if requested by Agent, a joinder agreement
to the Guarantor Stock Pledge and Security Agreement) encumbering 65%
of the share capital of Walbro Brazil, supported by appropriate
authorizing documents in certified form, in each case complying with
the applicable requirements set forth in the Credit Agreement; and
(b) record or file (or cause to be recorded or filed) appropriate
financing statements, registrations, collateral and other
documents covering the Collateral described in the aforesaid local
Brazilian share pledge in such jurisdictions and to take (or cause to
be taken) such other steps as necessary or appropriate to perfect the
security interests, or other liens granted thereby, in each case
complying with the applicable requirements set forth in the Credit
Agreement; and
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(c) deliver or cause to be delivered legal opinions of Company's U.S. and
Brazilian counsel covering the Joinder Agreement-Guaranty and
the aforesaid Brazilian local share pledge, as applicable,
substantially in the form of the comparable legal opinions previously
delivered by Company's counsel under the Credit Agreement, in each
case complying with the applicable requirements set forth in the
Credit Agreement.
Furthermore, each of the Company and each of the Permitted Borrowers hereby
agrees that, pursuant to Section 14.7 of the Credit Agreement, upon the written
request of the Agent, it will make, execute, acknowledge and deliver or cause to
be made, executed, acknowledged and delivered, all such amendments to the local
share pledges and to the other Collateral Documents as shall be advisable or
required under applicable local law to maintain the perfection of the liens
granted thereunder and proof that any appropriate financing statements,
collateral and other documents covering the Collateral described therein have
been executed and delivered by the appropriate parties and recorded or filed in
such jurisdictions and such other steps have been taken as necessary to maintain
the perfection of the security interests, or other liens granted thereby.
7. New Schedule 5.1 (setting forth the Pricing Matrix) in the form of
Schedule I hereto shall replace existing Schedule 5.1 the Credit Agreement in
its entirety.
8. Each of Company, the undersigned Permitted Borrowers and the undersigned
Guarantors hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution and delivery of this Second Amendment
and the performance by each of the Company and the undersigned Permitted
Borrowers of their respective obligations under the Credit Agreement as amended
hereby (herein, as so amended, the "Amended Credit Agreement") are within such
undersigned's corporate powers, have been duly authorized, are not in
contravention of law or the terms of its articles of incorporation or bylaws or
other organic documents of the parties thereto, as applicable, and except as
have been previously obtained (or as referred to in Section 7.15 of the Amended
Credit Agreement) do not require the consent or approval, material to the
amendments contemplated in this Second Amendment or the Amended Credit
Agreement, of any governmental body, agency or authority, and this Second
Amendment, the Amended Credit Agreement, will constitute the valid and binding
obligations of such undersigned parties enforceable in accordance with its
terms, except as enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, ERISA or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(whether enforcement is sought in a proceeding in equity or at law), and (b) the
continuing representations and warranties set forth in Sections 7.1 through
7.20, inclusive, of the Amended Credit Agreement are true and correct on and as
of the date hereof, and such representations and warranties are and shall remain
continuing representations and warranties during the entire life of the Amended
Credit Agreement.
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9. Upon the Effective Date of this Second Amendment, the commitment of the
Banks to make Term Loans under the Credit Agreement is terminated. The Company
and the Banks acknowledge that no Term Loans are outstanding on the Effective
Date of the Second Amendment.
10. Except as specifically set forth above, this Second Amendment shall not
be deemed to amend or alter in any respect the terms and conditions of the
Credit Agreement, or any of the other Loan Documents, or to constitute a waiver
by Banks or Agent of any right or remedy under the Credit Agreement or any of
the other Loan Documents.
11. Unless otherwise defined to the contrary herein, all capitalized terms
used in this Second Amendment shall have the meanings set forth in the Credit
Agreement.
12. This Second Amendment shall be a contract made under and governed by
the internal laws of the State of Michigan, and may be executed in counterpart,
in accordance with Section 14.10 of the Credit Agreement.
* * *
[Signatures follow on succeeding pages]
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IN WITNESS WHEREOF, Company, the Banks and Agent have each caused this
Second Amendment to be executed by their respective duly authorized officers or
agents, as applicable, all as of the date first set forth above.
COMERICA BANK, WALBRO CORPORATION
as Agent
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------- ------------------------------
Its: Vice President Its: Treasurer and CFO
--------------------------- -----------------------------
One Detroit Center 0000 Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx 00000
9th Floor MC 3265 Attn: Treasurer
Xxxxxxx, Xxxxxxxx 00000 ----------------------------
Attention: Xxxx X. Xxxxxx
BANKS: COMERICA BANK
By: /s/ Xxxx X. Xxxxxx
------------------------------
Its: Vice President
-----------------------------
One Detroit Center
000 Xxxxxxxx Xxxxxx, XX 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile No. (000) 000-0000
XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxx Xxxxx
-----------------------------
Its: Vice President
----------------------------
2 West
000 X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
Fax No.: (000) 000-0000
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NATIONAL CITY BANK
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Its: Vice President
------------------------
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxxxxx Xxxxxx
Fax No.: (000) 000-0000
THE BANK OF TOKYO-MITSUBISHI BANK,
LIMITED, CHICAGO BRANCH
By: /s/ Xxxxx Xxxxxx
-------------------------
Its: Deputy General Manager
------------------------
Suite 2300
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
Fax No.: (000) 000-0000
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxx
-------------------------
Its: Vice President
------------------------
22nd Floor
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Its: Vice President
------------------------
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Fax No.: (000) 000-0000
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Its: Vice President
--------------------------------
And By: /s/ Michel de Kenkely Thege
-----------------------------
Its: Deputy General Manager
--------------------------------
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Services
Department
Fax No.: (000) 000-0000
Acknowledged and Agreed by the undersigned (by their respective duly authorized
officers or agents, as applicable), all as of the date first set forth above:
WALBRO AUTOMOTIVE CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Its: Treasurer
-------------------------
XXXXXX MANUFACTURING COMPANY,
a Michigan corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Its: Treasurer
-------------------------
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WALBRO ENGINE MANAGEMENT CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Its: Treasurer
-------------------------
XXXXXXXXX ENGINEERED PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Its: Treasurer
-------------------------
WALBRO JAPAN, INC., a Japanese
company
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Its: Attorney-In-Fact
-------------------------
WALBRO AUTOMOTIVE GmbH, a German company
By: /s/ Xxxx Xxxxx Xxxxxx
--------------------------
Its: Geschaftsfuhrer
-------------------------
WALBRO NETHERLANDS B.V., a Dutch company
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Its: Treasurer
-------------------------
WALBRO AUTOMOTIVE S.A, a French company
By: /s/ Xxxx Xxxxx Xxxxxx
--------------------------
Its: Director
-------------------------
WALBRO AUTOMOTIVE N.V., a Belgian company
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Belgian Company
By: /s/ Xxxx Xxxxx Xxxxxx
-------------------------
Its: Director
------------------------
WALBRO AUTOMOTIVE A.S., a
Norwegian company
By: /s/ Xxxx Xxxxx Xxxxxx
-------------------------
Its: Director
------------------------
WALBRO AUTOMOTIVE LIMITED, an
English Company
By: /s/ Xxxx Xxxxx Xxxxxx
-------------------------
Its: Director
------------------------
WALBRO AUTOMOTIVE S.A., a
Spanish company
By: /s/ Xxxx Xxxxx Xxxxxx
-------------------------
Its: Director
------------------------
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SCHEDULE I (WALBRO LOAN AGREEMENT)
Pricing Matrix (Determination of Pricing Levels) [Revised]
------------------------------------------------------------------------------------------------------------------------------------
APPLICABLE MARGIN FOR ADVANCES
OF THE REVOLVING CREDIT AND APPLICABLE FEE PERCENTAGE FOR
SWING LINE ADVANCES
------------------------------------------------------------------------------------------------------------------------------------
REVOLVING
CREDIT FACILITY
FEE ON
SPECIAL REVOLVING
PURPOSE CREDIT
EUROCURRENCY- LETTERS OF LETTERS OF AGGREGATE
PRIME-BASED RATE BASED RATE CREDIT CREDIT COMMITMENT
------------------------------------------------------------------------------------------------------------------------------------
If Funded Debt Ratio is less than 2.5:1.0 0.00% .4250% .55% 1.25% .20%
If Funded Debt Ratio is greater than or 0.00% .50% .625% 1.25% .25%
equal to 2.5:1.0, but less than 2.75:1.0
If Funded Debt Ratio is greater than or 0.00% .70% .825% 1.25% .30%
equal to 2.75:1.0, but less than 3.0:1.0
If Funded Debt Ratio is greater than or 0.00% .90% 1.025% 1.25% .35%
equal to 3.0:1.0 but less than 3.25:1.0
If Funded Debt Ratio is greater than or 0.00% 1.25% 1.375% 1.25% .50%
equal to 3.25:1.0, but less than 3.70:1:0
If Funded Debt Ratio is greater than or 0.00% 1.75% 1.875% 1.25% .625%
equal to 3.70:1.0
====================================================================================================================================
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SCHEDULE II
[OTHER REPLACEMENT SCHEDULES]
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