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EXHIBIT 10.1
EXECUTION COPY
FIRST AMENDMENT, dated as of November 27, 2000 ("Amendment"),
to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 15, 1999 (as
amended and waived prior to the date hereof, the "Credit Agreement"), among X.X.
XXXXXX AUTOMOTIVE CASTINGS, INC., a Delaware corporation (the "US Borrower"),
AUTOMOTIVE COMPONENTS INVESTMENTS LIMITED, a private limited company
incorporated under the laws of England and Wales ("English Bidco"), X.X. XXXXXX
UK LIMITED (f/k/a XXXXXX XXXXX LIMITED), a private limited company incorporated
under the laws of England and Wales (in its capacity as the borrower of Pounds
Sterling under the Credit Agreement, the "English Borrower" and in its capacity
as the borrower of euro under the Credit Agreement, the "Euro Borrower"), the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), BANK OF AMERICA N.A., as syndication agent for the Lenders (in
such capacity, the "Syndication Agent"), CHASE MANHATTAN INTERNATIONAL LIMITED,
as administrative agent for the English Lenders (in such capacity, the "English
Agent") and as administrative agent for the Euro Lenders (in such capacity, the
"Euro Agent"), and THE CHASE MANHATTAN BANK, a New York banking corporation
("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
extended term loans and made available revolving credit commitments to the
Borrowers on the terms set forth in the Credit Agreement;
WHEREAS, the Borrowers have requested that the Lenders amend
certain provisions to the Credit Agreement; and
WHEREAS, the parties hereto wish to amend the Credit
Agreement, but only upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS.
1.1 Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
Section 2. AMENDMENTS.
2.1 Applicable Margin. The definition of "Applicable Margin"
set forth in subsection 1.1 of the Credit Agreement is hereby amended as
follows:
(a) The Applicable Margin for US Tranche B Term Loans
is hereby amended by deleting the figures "2.00%" set forth
under the column heading Base Rate Loans and "3.00%" set forth
under the column heading Eurocurrency Loans and B/As and
substituting in lieu thereof the figures "2.25%" and "3.25%",
respectively.
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(b) The first proviso clause is hereby deleted and
replaced with the following:
; provided that in the event that the Leverage Ratio, as most
recently determined in accordance with subsection 8.1(b), is
as set forth in the relevant pricing grid and column heading
below for any quarterly period and so long as no Event of
Default has occurred and is then continuing, any such
Applicable Margin with respect to (i) US Tranche A Term Loans,
English Term Loans, US Sterling Term Loans and Revolving
Credit Loans (including Swing Line Loans) and Commitment Fee
shall be as provided in the relevant column heading of Pricing
Grid I and (ii) US Tranche B Term Loans shall be as provided
in the relevant column heading of Pricing Grid II, as provided
below:
(c) Immediately preceding the pricing grid, the
phrase "Pricing Grid I" shall be inserted.
(d) The first two tiers in Pricing Grid I are deleted
and replaced with the following:
Applicable
Margin for Applicable Applicable
Eurocurrency Margin for Margin for
Leverage Ratio Loans or B/As Base Rate Loans Commitment Fee
-------------- ------------- --------------- --------------
greater than 5.00 to 1.00 3.25% 2.25% 0.50%
less than or equal to 5.00 to 1.00 3.00% 2.00% 0.50%
but greater than 4.50 to 1.00
less than or equal to 4.50 to 1.00 2.50% 1.50% 0.50%
but greater than 4.00 to 1.00
(e) Directly below Pricing Grid I, the phrase
"Pricing Grid II" shall be inserted and followed by:
Applicable
Margin for Applicable
Eurocurrency Margin for
Leverage Ratio Loans or B/As Base Rate Loans
-------------- ------------- ------------------------
Greater than 5.00 to 1.00 3.50% 2.50%
less than or equal to 5.00 to 1.00 3.25% 2.25%
(f) The paragraph set forth under Pricing Grid II is
hereby amended by (i) deleting the phrase "and" which appears
after "US Sterling Term Loans" and
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substituting therefore a comma and (ii) adding the phrase
"and the US Tranche B Term Loans" after the phrase "US
Tranche A Term Loans".
(g) Clause (a) is hereby amended by (i) deleting the
phrase "and" which appears after "US Sterling Term Loans" and
substituting therefore a comma and (ii) adding the phrase "and
the US Tranche B Term Loans" after the phrase "US Tranche A
Term Loans".
(h) Clause (c) is hereby amended by (i) deleting the
figures "2.50%" and "1.50%" are substituting in lieu thereof
the figures "3.25%" and "2.25%", respectively, (ii) inserting
"(i)" immediately preceding the phrase "Revolving Credit
Loans" and (iii) inserting the following after the phrase
"subsection 2.3":
and (ii) US Tranche B Term Loans shall be 3.50% in the case of
Eurocurrency Loans and 2.50% in the case of Base Rate Loans
2.2 Mandatory Prepayments. The Required Lenders agree that the
proceeds of any sale and leaseback transaction may be retained by the US
Borrower and are not required to be applied to prepay Term Loans pursuant to
subsection 2.9(a) or (b) of the Credit Agreement.
2.3 Section 2 of the Credit Agreement is hereby amended by
adding the following new subsection 2.13:
2.13 Minimum Quarterly Availability. The US Borrower agrees
that on the last day of each fiscal quarter ending during any period
set forth below (a "Compliance Date") there shall be at least the
Minimum Availability under the Revolving Credit Commitments set forth
below for such day:
Period Minimum Availability
------ --------------------
January 1, 2001 through March 31, 2001 $15,000,000
April 1, 2001 through September 30, 2001 $10,000,000
October 1, 2001 through March 31, 2002 $15,000,000
April 1, 2002 through September 30, 2002 $10,000,000
October 1, 2002 through December 31, 2002 $15,000,000
The failure of the US Borrower to maintain the Minimum Availability set
forth above for any Compliance Date shall not constitute a Default or
Event of Default if the US Borrower causes such Minimum Availability to
be achieved within five Business Days of such Compliance Date. As used
herein, "Minimum Availability" shall mean the sum of the Available
Revolving Credit Commitments under the Revolving Credit Commitments.
2.4 Financial Statements. Subsection 7.1 of the Credit
Agreement is hereby amended by adding the following new clause at the end
thereof:
(c) as soon as available, but in any event not later than (30)
days after the end of each fiscal month of each fiscal year of the US Borrower,
the unaudited consolidated balance sheet of the US Borrower and its consolidated
Subsidiaries as at the end of such fiscal month and the related unaudited
consolidated statements of income and retained earnings and consolidated
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statement of cash flows of the US Borrower and its consolidated Subsidiaries for
such fiscal month and the portion of the fiscal year through the end of such
fiscal month, setting forth in each case in comparative form the figures set
forth in the relevant budgets required to be delivered in accordance with
subsection 7.2(c);
2.5 Interest Coverage Ratio. Subsection 8.1(a) of the Credit
Agreement is hereby amended by deleting the columns captioned "Period" and
"Ratio" and substituting therefor the following:
Period Ratio
------ -----
October 31, 2000 through June 30, 2001 1.35 to 1.00
July 1, 2001 through September 30, 2001 1.55 to 1.00
October 1, 2001 through September 30, 2002 1.80 to 1.00
October 1, 2002 through September 30, 2003 2.10 to 1.00
October 1, 2003 through December 31, 2003 2.60 to 1.00
January 1, 2004 and thereafter 2.75 to 1.00
2.6 Leverage Ratio. Subsection 8.1(b) of the Credit Agreement
is hereby amended by deleting the columns captioned "Fiscal Quarter" and "Ratio"
and substituting therefor the following:
Fiscal Quarter Ratio
-------------- -----
October 31, 2000 through June 30, 2001 7.10 to 1.00
July 1, 2001 through September 30, 2001 6.20 to 1.00
October 1, 2001 through December 31, 2001 5.25 to 1.00
January 1, 2002 through March 31, 2002 5.00 to 1.00
April 1, 2002 through September 30, 2002 4.75 to 1.00
October 1, 2002 through December 31, 2002 4.50 to 1.00
January 1, 2003 and thereafter 4.25 to 1.00
2.7 Senior Debt Ratio. Subsection 8.1(c) of the Credit
Agreement is hereby amended by deleting such Section and substituting therefor
the following:
(c) Senior Debt Ratio. Permit the Senior Debt Ratio
at the last day of any fiscal quarter occurring during any
period set forth below to be greater than the ratio set forth
opposite such period below:
Fiscal Quarter Ratio
-------------- -----
October 1, 2000 through June 30, 2001 4.50 to 1.00
July 1, 2001 through September 30, 2001 4.00 to 1.00
October 1, 2001 through March 31, 2002 3.50 to 1.00
April 1, 2002 through September 30, 2002 3.25 to 1.00
October 1, 2002 and thereafter 3.00 to 1.00
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2.8 Indebtedness. Subsection 8.2 of the Credit Agreement is
hereby amended by deleting "$16,250,000" which appears in clause (e) and
substituting "$30,000,000" in lieu thereof.
2.9 Capital Expenditures. Subsection 8.8 of the Credit
Agreement is hereby amended as follows:
(a) The columns captioned "Fiscal Year" and "Amount"
are deleted and replaced with the following:
Fiscal Year Amount
----------- ------
2001 (including 2000 Q4) $75,000,000
2002 and each year thereafter $50,000,000
(b) The following new paragraph is added at the end
thereof:
(c) The US Borrower and the Lenders agree that,
notwithstanding the terms set forth in the definition of
"Permitted Expenditure Amounts", the maximum Capital
Expenditures that the US Borrower and its Subsidiaries are
permitted to make shall not be increased on account of the
Equity Contribution (as defined in the First Amendment, dated
as of November 27, 2000, to this Agreement). The US Borrower
and the Lenders also agree that, notwithstanding the carryover
provisions set forth in paragraph (a) above, the amount of
Capital Expenditures permitted for the US Borrower's 2001
fiscal year may not be increased as a result of any CapEx
Rollover. In addition, solely for purposes of this subsection
8.8 (and related definitions), the US Borrower's fiscal year
2001 shall be deemed to include the fourth quarter of the US
Borrower's 2000 fiscal year.
2.10 Sale and Leasebacks. Subsection 8.12 of the Credit
Agreement is hereby amended by deleting the phrase "ninety (90) days" and
substituting therefore the phrase "one hundred eighty (180) days".
2.11 US Tranche A Term Loans. Subsection 2.5(a)(ii) of the
Credit Agreement is hereby amended by deleting the columns captioned
"Installment" and "Amount" and substituting therefor the following:
Installment Amount
----------- ------
December 31, 2000 $3,640,352.33
March 31, 2001 $1,820,176.17
June 30, 2001 $1,820,176.17
September 30, 2001 $1,820,176.17
December 31, 2001 $1,820,176.17
March 31, 2002 $7,280,704.67
June 30, 2002 $7,280,704.67
September 30, 2002 $7,280,704.67
December 31, 2002 $13,347,958.56
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March 31, 2003 $7,280,704.67
June 30, 2003 $9,100,880.83
September 30 2003 $9,100,880.83
December 31, 2003 $15,168,134.72
March 31, 2004 $9,100,880.83
June 30, 2004 $9,100,880.83
September 30, 2004 $9,100,880.83
December 31, 2004 $15,168,134.72
April 21, 2005 $9,100,819.67
Section 3. MISCELLANEOUS.
3.1 Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which the following
conditions are satisfied (or waived):
(i) the Administrative Agent shall have received this
Amendment, executed and delivered by a duly authorized officer
of each of the US Borrower, the English Bidco, the English
Borrower, the Euro Borrower, the Required Lenders and each US
Tranche A Term Loan Lender;
(ii) the US Borrower shall have received at least
$60,000,000 in new cash equity from certain existing investors
(the "Equity Contribution");
(iii) the $30,000,000 Tower Subordinated Debt shall
have been permanently converted to equity securities of the US
Borrower; and
(iv) the Administrative Agent and the Lenders shall
have received all fees required to be paid and expenses
required to be paid as of the Amendment Effective Date.
3.2 Representation and Warranties. After giving effect to the
waivers and amendments contained herein, on the Amendment Effective Date, each
of the US Borrower, the English Bidco, the English Borrower and the Euro
Borrower hereby confirms that the representations and warranties set forth in
Section 5 of the Credit Agreement are true and correct in all material respects;
provided that each reference in such Section 5 to "this Agreement" shall be
deemed to include this Amendment.
3.3 Continuing Effect; No Other Waivers or Amendments. This
Amendment shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement and the other Loan Documents not expressly
referred to herein and shall not be construed as an amendment, waiver or consent
to any action on the part of the Borrowers that would require an amendment,
waiver or consent of the Administrative Agent or the Lenders except as expressly
stated herein. Except as expressly amended hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect in accordance with their terms.
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3.4 No Default. No Default or Event of Default shall have
occurred and be continuing as of the Amendment Effective Date after giving
effect to this Amendment.
3.5 Counterparts. This Amendment may be executed in any number
of separate counterparts by the parties hereto (including by telecopy), each of
which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
3.6 Payment of Expenses. The US Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and reasonable expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.
3.7 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be executed and delivered by their respective duly authorized officers as of
the date first above written.
BORROWERS
X.X. XXXXXX AUTOMOTIVE CASTINGS, INC.,
as US Borrower
By: ________________________________
Name:
Title:
AUTOMOTIVE COMPONENTS INVESTMENTS
LIMITED, as English Bidco
By: ________________________________
Name:
Title:
XXXXXX XXXXX LIMITED, as English Borrower
and Euro Borrower
By: ________________________________
Name:
Title:
AGENTS
THE CHASE MANHATTAN BANK, as
Administrative Agent and Collateral Agent and as a
Lender
By: ________________________________
Name:
Title:
CHASE MANHATTAN INTERNATIONAL
LIMITED, as English Agent and Euro Agent
By: ________________________________
Name:
Title:
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BANK OF AMERICA N.A., as Syndication Agent
and as a Lender
By: ________________________________
Name:
Title:
APEX (IDM) CDO I, LTD.
By: _______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: _______________________________
Name:
Title:
BANK ONE, MICHIGAN (fka NBD BANK)
By: _______________________________
Name:
Title:
FLEET NATIONAL BANK
(fka BANKBOSTON, N.A.)
By: _______________________________
Name:
Title:
CAPTIVA FINANCE LTD.
By: _______________________________
Name:
Title:
COMERICA BANK
By: _______________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
(CHICAGO)
By: _______________________________
Name:
Title:
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NORTH AMERICAN SENIOR FLOATING RATE
FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: _______________________________
Name:
Title:
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By: _______________________________
Name:
Title:
CYPRESSTREE SENIOR FLOATING RATE
FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: _______________________________
Name:
Title:
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
ELC (CAYMAN) LTD. 2000-1
By: _______________________________
Name:
Title:
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: _______________________________
Name:
Title:
FIRST DOMINION FUNDING III
By: _______________________________
Name:
Title:
FIRST UNION NATIONAL BANK N.C.
By: _______________________________
Name:
Title:
FIRSTAR BANK MILWAUKEE, N.A.
By: _______________________________
Name:
Title:
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FRANKLIN FLOATING RATE TRUST
By: _______________________________
Name:
Title:
GENERAL MOTORS EMPLOYEE GLOBAL
GROUP PENSION TRUST
By: _______________________________
Name:
Title:
HARCH CLO I LIMITED
By: _______________________________
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK
By: _______________________________
Name:
Title:
XXXXXX FINANCIAL, INC.
By: _______________________________
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: _______________________________
Name:
Title:
LASALLE BANK N.A.
By: _______________________________
Name:
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: _______________________________
Name:
Title:
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XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By: _______________________________
Name:
Title:
METROPOLITAN PROPERTY AND CASUALTY INSURANCE
By: _______________________________
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By: _______________________________
Name:
Title:
MITSUBISHI TRUST & BANKING CORPORATION
By: _______________________________
Name:
Title:
OCTAGON INVESTMENT PARTNERS II, LLC
By: _______________________________
Name:
Title:
OCTAGON INVESTMENT PARTNERS III, LTD.
By: _______________________________
Name:
Title:
SAAR HOLDINGS CDO LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as Collateral
Manager
By: ______________________________
Name:
Title:
SCOTIABANK EUROPE PLC
By: _______________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: _______________________________
Name:
Title:
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XX. XXXXXXX BANK, F.S.B.
By: _______________________________
Name:
Title:
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By: _______________________________
Name:
Title:
XXXXXXXXX\RMF TRANSATLANTIC CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By: _______________________________
Name:
Title:
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By: _______________________________
Name:
Title:
XXXXX XXX & FARNHAM CLO I LTD.
By: _______________________________
Name:
Title:
TRAVELERS CORPORATE LOAN FUND INC.
By: Travelers Asset Management International
Company, LLC
By: ___________________________
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By: ______________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION MN
By: _______________________________
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: _______________________________
Name:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: _______________________________
Name:
Title:
