EXHIBIT 10.11
AMENDMENT No. 1 AND AGREEMENT dated as of December 4, 2002
(this "Amendment"), with respect to the Credit Agreement dated as of
June 6, 2002 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among TriMas Corporation, a Delaware
corporation ("Holdings"), TriMas Company LLC, a Delaware limited
liability company, (the "Parent Borrower"), the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers (each, as defined in the
Credit Agreement) party thereto (collectively, the "Borrowers"), the
lenders from time to time party thereto (the "Lenders"), JPMorgan Chase
Bank, a New York banking corporation, formerly known as The Chase
Manhattan Bank, as administrative agent and collateral agent, CSFB
Cayman Islands Branch, as syndication agent, Comerica Bank, as
documentation agent, National City Bank, as documentation agent, and
Wachovia Bank, National Association, as documentation agent.
A. Pursuant to the Credit Agreement, the Lenders have extended credit
to the Borrowers, and have agreed to extend additional credit to the Borrowers,
in each case pursuant to the terms and subject to the conditions set forth
therein.
B. Holdings and the Borrowers have requested that the Required Lenders
agree to the terms as set forth herein and agree to amend certain provisions of
the Credit Agreement as set forth herein.
C. The Lenders are willing so to agree and to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned thereto in the Credit Agreement as amended hereby.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1. Amendment to Section 1.01. Section 1.01 is hereby amended
by:
(a) inserting the following definition after the definition of
"Acquisition Transactions" and before the definition of "Adjusted LIBO
Rate":
"'Add-On Notes' means the 9.875% Subordinated Notes of
Holdings due 2012 in the aggregate principal amount of $85,000,000
(including the Exchange Notes issued in exchange for the initial Add-On
Notes as contemplated by the registration rights agreement related
thereto) and the Indebtedness represented thereby. The Add-On Notes
constitute Permitted Subordinated Notes for purposes hereunder.";
(b) inserting the following text at the end of the definition
of "Leverage Ratio":
", provided that, (i) prior to June 29, 2003 and (ii) solely
for purposes of Section 6.13, Total Indebtedness shall not include an
aggregate principal amount of Add-On Notes equal to the Net Proceeds
from the issuance of the Add-On Notes which has not been applied to
effect one or more Permitted Acquisitions (except for $20,000,000 of
such Net Proceeds, which Holdings may use to purchase, repurchase,
redeem or otherwise acquire its Equity Interest held by, directly or
indirectly, Metaldyne Corporation pursuant to Section 6.08(a)(vii))";
(c) inserting the phrase "Add-On Notes," after the phrase
"Incremental Term Loans," and before the phrase "Permitted Acquisition
Subordinated Notes," in subclause (c) of the definition of "Permitted
Acquisition";
(d) deleting subclause (c) of the definition of "Permitted
Subordinated Notes" in its entirety and replacing such subclause (c)
with the following text:
"(c) the Net Proceeds from such Indebtedness shall be used to
prepay Term Loans pursuant to Section 2.11(d), except that (i) up to
$250,000,000 in proceeds from such Indebtedness may instead be used to
repay Revolving Loans pursuant to Section 2.09(a) and reduce the
balances in respect of the Permitted Receivables Financing and (ii) the
Net Proceeds from the issuance of the Add-On Notes may be used to
effect one or more Permitted Acquisitions or for the purposes specified
in Section 6.08(a)(vii), from the date of such issuance through June
29, 2003 and after June 29, 2003, to the extent not so used, such Net
Proceeds shall be used to prepay Term Loans pursuant to Section
2.11(d), in each case (except for use of the Net Proceeds from the
issuance of the Add-On Notes to repay Term Loans pursuant to Section
2.11(d)), only if, immediately after giving effect to such repayment,
the Senior Leverage Ratio is less than 3.00 to 1.00,"; and
(e) deleting subclause (c) of the definition of "Prepayment
Event" in its entirety and replacing such subclause (c) with the
following text:
"(c) the incurrence by Holdings, the Parent Borrower or any
Subsidiary of any Indebtedness, other than Indebtedness permitted by
Section 6.01(a) (except for Permitted Senior Notes (except to the
extent proceeds therefrom are permitted to be used for other purposes
pursuant to clause (b) of the definition thereof) and Permitted
Subordinated Notes (except to the extent proceeds therefrom are
permitted to be used for other purposes pursuant to clause (c) of the
definition thereof))."
SECTION 2. Amendment to Section 6.08(a). Section 6.08(a) is hereby
amended by deleting (a) the reference to "and" at the end of clause (v) thereof,
(b) replacing the period at the end of clause (vi) thereof with "; and" and (c)
inserting the following text as clause (vii):
"(vii) Holdings may purchase, repurchase, redeem or otherwise
acquire its Equity Interest held by, directly or indirectly, Metaldyne
Corporation with up to $20,000,000 of the Net Proceeds from the
issuance of the Add-On Notes (it being understood that if the Parent
Borrower or any of the Subsidiaries holds such proceeds, it may declare
and pay a dividend to Holdings to permit Holdings to effect such
purchase, repurchase, redemption or acquisition)."
SECTION 3. Representations and Warranties. Each of Holdings and the
Borrowers party hereto represents and warrants to the Administrative Agent and
the Lenders that:
(a) this Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights
generally and except as enforceability may be limited by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(b) on the date hereof, the representations and warranties set
forth in Article III of the Credit Agreement are and will be true and
correct with the same effect as if made on the date hereof, except to
the extent such representations and warranties expressly relate to an
earlier date; and
(c) on the date hereof, after giving effect to this Amendment,
no Default or Event of Default shall have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective as of the date first above written when (a) the Administrative Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of each of Holdings, the Borrowers listed on Schedule 1
hereto and the Required Lenders and (b) the Borrowers shall have paid a fee to
each Lender that has executed and delivered this Amendment
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on the date first above written, equal to 10 basis points of the aggregate
amount of such Lender's Commitment on such date.
SECTION 5. Credit Agreement. Except as specifically provided hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract. Delivery of an executed signature
page of this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.
SECTION 8. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
and Agreement to be duly executed by their respective authorized officers as of
the day and year first written above.
TRIMAS CORPORATION,
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
TRIMAS COMPANY LLC,
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
THE SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO,
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
JPMORGAN CHASE, INDIVIDUALLY AND AS
ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
CSFB CAYMAN ISLANDS BRANCH, INDIVIDUALLY AND
AS SYNDICATION AGENT,
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
COMERCIA BANK, INDIVIDUALLY AND AS
DOCUMENTATION AGENT,
By:
-------------------------------------
Name:
Title:
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NATIONAL CITY BANK, INDIVIDUALLY AND AS
DOCUMENTATION AGENT,
By:
-------------------------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
INDIVIDUALLY AND AS DOCUMENTATION AGENT,
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
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SIGNATURE PAGE TO AMENDMENT NO. 1 AND AGREEMENT DATED AS OF DECEMBER 4,
2002, WITH RESPECT TO THE CREDIT AGREEMENT DATED AS OF JUNE 6, 2002 AMONG TRIMAS
CORPORATION, TRIMAS COMPANY LLC, THE SUBSIDIARY TERM BORROWERS, THE FOREIGN
SUBSIDIARY BORROWERS, THE LENDERS, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND COLLATERAL AGENT, CSFB CAYMAN ISLANDS BRANCH, AS SYNDICATION AGENT, COMERICA
BANK, AS DOCUMENTATION AGENT, NATIONAL CITY BANK, AS DOCUMENTATION AGENT, AND
WACHOVIA BANK, NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT,
NAME OF INSTITUTION:
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