EXHIBIT 10.2
EXECUTION COPY
SECOND AMENDMENT, dated as of July 15, 2002 ("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"), XX 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"), X.X. XXXXXX EUROPE 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 JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN
BANK, a New York banking corporation ("JPMorgan Chase Bank"), 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 Capital Stock Offering Event. Subsection 1.1 of the Credit
Agreement is hereby amended by adding the following definition in proper
alphabetical order:
"Capital Stock Offering Event": The receipt by the US Borrower
of at least $70,000,000 of Net Cash Proceeds after July 1, 2002 from
the issuance or sale by the US Borrower of its Capital Stock.
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2.2 Applicable Margin. The definition of "Applicable Margin"
set forth in subsection 1.1 of the Credit Agreement is hereby amended as
follows:
(a) The grid captioned "Pricing Grid I" is hereby
deleted and replaced with the following:
Pricing Grid I
Applicable Applicable Applicable
Margin for Margin for Margin for
Eurocurrency Base Rate Commitment
Leverage Ratio Loans or B/As Loans Fee
-------------- ------------- ----- ---
greater than 5.00 to 3.50% 2.50% 0.50%
1.00
less than or equal to 3.25% 2.25% 0.50%
5.00 to 1.00 but
greater than 4.50 to
1.00
less than or equal to 3.00% 2.00% 0.50%
4.50 to 1.00
(b) The grid captioned "Pricing Grid II" is hereby
deleted and replaced with the following:
Pricing Grid II
Applicable Applicable
Margin for Margin for
Eurocurrency Base Rate
Leverage Ratio Loans or B/As Loans
-------------- ------------- -----
greater than 5.00 to 3.75% 2.75%
1.00
less than or equal to 3.50% 2.50%
5.00 to 1.00
2.3 Consolidated EBITDA. The definition of "Consolidated
EBITDA" set forth in subsection 1.1 of the Credit Agreement is hereby amended by
(i) deleting the word "and" which appears immediately before clause (A)(viii)
thereof and (ii) adding the following at the end of clause (A) thereof:
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and (ix) the cash portion of restructuring charges in an
aggregate amount for all periods not to exceed $7,000,000,
2.4 Mandatory Prepayments. Subsection 2.9(d) of the Credit
Agreement is hereby amended by adding the following new proviso at the end of
clause (ii) thereof:
, provided, that any amounts of the US Tranche A Term Loans, the
English Term Loans and the US Sterling Term Loans required to be
prepaid pursuant to Section 2.9(a) hereof from the receipt of the
applicable Net Cash Proceeds of an initial Capital Stock Offering Event
shall be applied first to reduce the next two installments of such Term
Loans, with the remainder, if any, applied as set forth in clauses (i),
(ii) and (iii) of this Section 2.9(d);
2.5 Minimum Quarterly Availability. Section 2.13 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting therefor the following:
Section 2.13. Minimum Liquidity. The US Borrower
agrees that on the last date of each fiscal quarter ending during any
period set forth below (a "Compliance Date") there shall be at least
the Minimum Liquidity set forth below for such day:
Period Minimum Liquidity
------ -----------------
July 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
Liquidity set forth above for any Compliance Date shall not
constitute a Default or Event of Default if the US Borrower
causes such Minimum Liquidity to be achieved within five
Business Days of such Compliance Date. As used herein,
"Minimum Liquidity" shall mean the sum of (i) the unrestricted
cash and cash equivalents of the US Borrower as determined in
accordance with GAAP which are held free of Liens and (ii) the
Available Revolving Credit Commitments under the Revolving
Credit Commitments.
2.6 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
------ -----
April 1, 2002 through September 30, 2002 1.80 to 1.00
October 1, 2002 through December 31, 2002 2.00 to 1.00
January 1, 2003 through September 30, 2003 2.10 to 1.00
October 1, 2003 through December 31, 2003 2.35 to 1.00
January 1, 2004 and thereafter 2.75 to 1.00
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2.7 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
-------------- -----
April 1, 2002 through September 30, 2002 5.50 to 1.00
October 1, 2002 through March 31, 2003 5.25 to 1.00
April 1, 2003 through June 30, 2003 5.00 to 1.00
July 1, 2003 through September 30, 2003 4.75 to 1.00
October 1, 2003 through December 31, 2003 4.50 to 1.00
January 1, 2004 and thereafter 4.25 to 1.00
2.8 Senior Debt Ratio. Subsection 8.1(c) of the Credit
Agreement is hereby amended by deleting the columns captioned "Fiscal Quarter"
and "Ratio" and substituting therefor the following:
Fiscal Quarter Ratio
-------------- -----
April 1, 2002 through September 30, 2002 3.60 to 1.00
October 1, 2002 through December 31, 2002 3.25 to 1.00
January 1, 2003 and thereafter 3.00 to 1.00
2.9 Minimum Daily Liquidity. Subsection 8.1(d) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting therefor the following:
(d) Minimum Daily Liquidity. Permit the sum of (i)
the unrestricted cash and cash equivalents (other than cash
and cash equivalents which are the direct or indirect proceeds
of (A) Asset Sales, except proceeds from the sale of inventory
in the ordinary course of business, (B) the sale or discount
of any accounts receivable or (C) any issuance of debt
securities) of the US Borrower as determined in accordance
with GAAP which are held free of Liens and (ii) the Available
Revolving Credit Commitments under the Revolving Credit
Commitments on any day during the period beginning October 1,
2002 and ending November 15, 2002 to be less than $35,000,000.
The US Borrower agrees to furnish the Administrative Agent (i)
a liquidity report in form and substance satisfactory to the
Administrative Agent demonstrating compliance with this
Section 8.1(d) for the period beginning October 1, 2002 and
ending October 31, 2002 as soon as available but no later than
November 5, 2002 and (ii) a liquidity report in form and
substance satisfactory to the Administrative Agent
demonstrating compliance with this Section 8.1(d) for the
period beginning November 1, 2002 and ending on November 15,
2002 as soon as available but no later than November 20, 2002
(each report, a "Liquidity Report"). Failure to deliver either
Liquidity Report by November 5, 2002 and November 20, 2002, as
the case may be, shall constitute an Event of Default
hereunder. Notwithstanding anything to the contrary herein, in
the event that the US Borrower is not in compliance at any
time with this Section 8.1(d), then the Agent and the Lenders
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hereby agree and deem that (A) no Default or Event of Default
shall have occurred or be continuing under Section 8.1(d)
until receipt of the respective Liquidity Report and (B) if a
Capital Stock Offering Event has occurred at any time on or
prior to the delivery of a Liquidity Report, no Default or
Event of Default shall have occurred or be continuing under
Section 8.1(d).
2.10 Termination of Covenants. Subsections 2.13 and 8.1(d) of
the Credit Agreement shall automatically and without further action by the
Borrower or the Lenders be deleted from the Credit Agreement, and the US
Borrower shall no longer be required to comply therewith, upon the occurrence of
a Capital Stock Offering Event.
SECTION 3. WAIVER.
3.1 Waiver of Section 2.13. Compliance with Section 2.13 of
the Credit Agreement (before giving effect to this Amendment) is hereby waived
for the Compliance Date for the quarter ending June 30, 2002.
SECTION 4. MISCELLANEOUS.
4.1 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 the US
Tranche A Term Loan Lenders holding at least a majority of the
US Tranche A Term Loans; and
(ii) 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,
including (A) an amendment fee payable to every Lender who
approves this Amendment on or prior to the Amendment Effective
Date in an aggregate amount equal to 0.15% of the sum of the
Commitments and Term Loans of such Lender and (B) unpaid
invoiced legal fees.
4.2 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.
4.3 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
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Credit Agreement and the other Loan Documents are and shall remain in full force
and effect in accordance with their terms.
4.4 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.
4.5 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.
4.6 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.
4.7 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
Amendment 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:
XX XXXXXX UK LIMITED, as English Borrower
and Euro Borrower
By: ________________________________
Name:
Title:
AGENTS
JPMORGAN CHASE BANK, as Administrative
Agent and Collateral Agent and as a Lender
By: ________________________________
Name:
Title:
X.X. XXXXXX EUROPE LIMITED, as English
Agent and Euro Agent
By: ________________________________
Name:
Title:
BANK OF AMERICA N.A., as Syndication Agent
and as a Lender
By: ________________________________
Name:
Title:
X.X. XXXXXX AUTOMOTIVE CASTINGS, INC.
SECOND AMENDMENT DATED AS OF ______, 2002
_____________________________________
[LENDER]
By: ________________________________
Name:
Title:
