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EXHIBIT 4.6
GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT
GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT, dated as of
June __, 1997 (this "Supplement"), made by Viasystems, Inc., a Delaware
corporation (the "US Borrower"), in favor of The Chase Manhattan Bank, as
administrative agent (in such capacity, the "Collateral Agent"), for the
Secured Parties (as defined below). All capitalized terms not defined herein
shall have the meaning ascribed to them in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, pursuant to the Second Amended and Restated Credit
Agreement dated as of June 5, 1997 (as amended, modified, supplemented,
restated and in effect from time to time, the "Credit Agreement"), among
Viasystems Group, Inc., a Delaware corporation ("Holdings"), the US Borrower,
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"), 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"), Interconnection Systems (Holdings) Limited, a private limited
company organized under the laws of England and Wales ("ISL"), any Future
Foreign Subsidiary Borrowers which may from time to time become parties
thereto, the several banks and other financial institutions from time to time
parties 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 hereunder and The
Chase Manhattan Bank ("Chase"), as administrative agent for the Lenders (in
such capacity, the "Administrative Agent"), the Lenders have severally agreed
to make extensions of credit to the Borrowers upon the terms and subject to the
conditions set forth therein;
WHEREAS, in connection with the Credit Agreement, Holdings,
the US Borrower and certain of their Subsidiaries have entered into the Amended
and Restated Guarantee and Collateral Agreement, dated as of April 11, 1997 (as
amended, supplemented or otherwise modified from time to time, the "Guarantee
and Collateral Agreement") in favor of the Collateral Agent for the benefit of
the Secured Parties;
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NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and
delivering this Supplement, the US Borrower, grants to the Collateral Agent for
the benefit of the Secured Parties a security interest in the Collateral on the
terms and conditions of the Guarantee and Collateral Agreement. The
information set forth in Annex 1-A hereto is hereby added to the information
set forth in Schedule 2 to the Guarantee and Collateral Agreement. The US
Borrower hereby represents and warrants that each of the representations and
warranties contained in Section 4 of the Guarantee and Collateral Agreement is
true and correct on and as the date hereof (after giving effect to this
Supplement) as if made on and as of such date.
2. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the undersigned has caused this Guarantee
and Collateral Agreement Supplement to be duly executed and delivered as of the
date first above written.
VIASYSTEMS, INC.
By:/s/
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Title:
Acknowledged and Consented to:
VIASYSTEMS GROUP, INC.
By:/s/
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Title:
VIASYSTEMS TECHNOLOGIES CORP.
By:/s/
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Title:
VIASYSTEMS INTERNATIONAL, INC.
By:/s/
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Title:
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ANNEX 1-A TO
GUARANTEE AND COLLATERAL
AGREEMENT SUPPLEMENT
DESCRIPTION OF PLEDGED SECURITIES
PLEDGED NOTES:
Issuer Payee Principal Amount
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Chips Acquisition Limited Viasystems, Inc. L.185,200,000
