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EXHIBIT 10.25
FIFTH AMENDMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
FIFTH AMENDMENT, dated as of March 17, 2000 (the "Amendment"), to the
Amended and Restated Credit Agreement, dated as of February 12, 1997 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among INTERNATIONAL WIRE GROUP, INC., a Delaware
corporation (the "Borrower"), INTERNATIONAL WIRE HOLDING COMPANY, a Delaware
corporation ("Holdings"), CAMDEN WIRE CO., INC., a New York corporation
("Camden"), the several banks and other financial institutions from time to time
parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent"), and BANKERS TRUST COMPANY, as
documentation agent for the Lenders thereunder (in such capacity, the
"Documentation Agent"). Unless otherwise defined herein, terms which are defined
in the Credit Agreement and used herein are so used as so defined.
WITNESSETH:
WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent
and the Documentation Agent are parties to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders agree to amend certain provisions of the Credit Agreement, as more
fully described herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to amend
such provisions of the Credit Agreement, but only upon the terms and subject to
the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Amendments to Section 1.1.
(a) Section 1.1 of the Credit Agreement is hereby amended by
inserting the following definition in the appropriate alphabetical order:
"'WHB Sale': the sale to Viasystems Group, Inc. or one of its
subsidiaries in exchange for consideration of approximately $210
million in cash, of all of the outstanding shares of Wirekraft
Industries, Inc., which embodies the business of manufacturing and
assembling wire harness products."
"'Supply Agreement': a supply agreement entered into between
Holdings or one of its Subsidiaries and Viasystems Group, Inc. or one
of its Subsidiaries providing for the supply of wire harness products."
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(b) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definition of "Interest Rate Agreement" in its entirety and
substituting in lieu thereof the following new definition:
"'Interest Rate Agreement': any interest rate protection
agreement, interest rate, commodity or currency future, interest rate
option, interest rate cap or other interest rate, commodity or currency
hedge arrangement, to or under which Holdings or its Subsidiaries is a
party or a beneficiary on the date hereof or becomes a party or a
beneficiary after the date hereof."
(c) Section 1.1 of the Credit Agreement is hereby amended by
adding the following language after the word "year" at the end of clause (ix) in
the definition of "Excess Cash Flow":
"; provided that increases or decreases in Consolidated
Working Capital as a result of an acquisition or disposition of any
business or assets shall be excluded from the calculation of Excess
Cash Flow"
2. Amendment to Section 1. Section 1 of the Credit Agreement is hereby
amended by inserting the following new Section 1.3 at the end thereof:
"1.3 Construction. For the purposes of computing the covenants
contained in Section 8.1 hereunder, as of the end of any fiscal quarter
of any fiscal year, all components of such financial covenants for the
four fiscal quarter period ending at the end of such fiscal quarter
shall include or exclude, as the case may be, without duplication, such
components of such financial covenants attributable to any business or
assets that have been acquired or disposed of by the Borrower or any of
its Subsidiaries (including through acquisitions permitted under this
Agreement) after the first day of such four fiscal quarter period and
prior to the end of such period, as determined in good faith by the
Borrower on a pro forma basis for such period as if such acquisition or
disposition had occurred on the first day of such period (including, as
permitted under GAAP or Regulation S-X of the Securities and Exchange
Commission, cost savings that would have been realized had such
acquisition or disposition occurred on such day). For purposes of
computing the financial covenant contained in Section 8.1(a) (and any
financial calculations required to be made or included within such
financial covenant), there shall not be included any pro forma
Consolidated EBITDA or cash interest expense attributable to any
business or assets acquired prior to the date of such acquisition."
3. Amendment to Section 2.12(b). The Credit Agreement is hereby amended
by deleting Section 2.12(b) in its entirety and substituting in lieu thereof the
following new Section 2.12(b):
"(b) Unless the Required Lenders (and Tranche A Term Loan
Lenders and Tranche B Term Loan Lenders having in the aggregate at
least a majority of the outstanding Term Loans) and the Borrower shall
otherwise agree, if the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from (i) any Asset Sale (excluding the
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WHB Sale, but including the sale and leaseback of assets and any sale
of accounts receivable in connection with a receivable financing
transaction) such Net Cash Proceeds shall, on the first Business Day
after receipt, be applied toward the prepayment of the Loans and
reduction of Commitments as set forth in paragraph (d) of this
subsection 2.12 and (ii) the WHB Sale, only that portion of the Net
Cash Proceeds received therefrom which is equal to the aggregate unpaid
principal amount of the Term Loans shall be required to be applied
toward the prepayment of such Term Loans and any excess thereof shall
be returned to the Borrower; provided that, in the case of the WHB
Sale, any Tranche A Term Loan Lender may decline its prepayment by
giving prior notice to the Administrative Agent and the Borrower of its
determination to do so (and, if any such notice is given, the Tranche A
Term Loans of such Tranche A Term Loan Lender shall remain
outstanding), and any prepayment so declined shall be returned to the
Borrower.
4. Amendment to Section 8.1. Section 8.1(b) is hereby amended by
deleting the portion of the table set forth therein covering the
periods below and inserting in lieu thereof the following:
"2000 1st 76,500,000
2nd 77,500,000
3rd 78,500,000
4th 79,500,000
2001 1st 80,500,000
2nd 82,000,000
3rd 83,000,000
4th 84,000,000
2002 1st 85,500,000
2nd 86,500,000
3rd 87,500,000
4th 88,500,000
2003 1st 90,000,000
2nd 91,500,000
3rd 92,500,000
4th 93,500,000"
5. Amendment to Section 8.6. Section 8.6 of the Credit Agreement is
hereby amended by (a) deleting "and" from the end of clause (h) thereof; (b)
deleting the period at the end of clause (i) thereof and replacing it with ";
and"; and (c) adding the following new clause (j) at the end thereof:
"(j) the WHB Sale."
6. Amendment to Section 8.11. Section 8.11 is hereby amended by (a)
deleting the word "and" at the end of clause (iii) therein, (b) deleting the
period at the end of clause (iv)
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therein and inserting in lieu thereof "; and"; and (c) inserting the following
new clause at the end thereof:
"(v) the Supply Agreement."
6. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective on and as of the date of the WHB Sale upon the satisfaction of
the following conditions precedent:
(a) Amendment. The Administrative Agent shall have received this
Amendment, executed and delivered by a duly authorized officer of each of the
Borrower, Holdings and Camden and by the Revolving Credit Lenders the Revolving
Credit Commitment Percentages of which are at least a majority and any Term Loan
Lender remaining after giving effect to the prepayment of the Term Loans.
(b) No Default. No Default or Event of Default shall have occurred and
be continuing on such date or after giving effect to the transactions
contemplated herein.
(c) Representations and Warranties. Each of the representations and
warranties made by the Credit Parties and their Subsidiaries in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of the date hereof as if made on and as of the date hereof, except for any
representation and warranty which is expressly made as of an earlier date, which
representation and warranty shall have been true and correct in all material
respects as of such earlier date.
7. Miscellaneous.
(a) Effect. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Loan
Documents shall remain unamended and not waived and shall continue to be in full
force in effect.
(b) Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.
(c) Severability. Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(d) Integration. This Amendment and the other Loan Documents represent
the agreement of the Credit Parties, the Administrative Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by
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the Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.
(e) GOVERNING LAW. THIS AMENDMENT AND ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
INTERNATIONAL WIRE GROUP, INC.,
as Borrower
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title:
INTERNATIONAL WIRE HOLDING
COMPANY, as Guarantor
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title:
CAMDEN WIRE CO., INC.
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender,
as Swing Line Lender and as Issuing Lender
By: /s/ XXXXXXXX X. XXXXXXXX
-----------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY, as
Documentation Agent and as a Lender
By: /s/ XXXXXXXX XXXXXXX
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Name: Xxxxxxxx Xxxxxxx
Title: Managing Director
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ABN AMRO BANK N.V.
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Group Vice President
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK
By:
-----------------------------
Name:
Title:
BANK OF SCOTLAND
By: /s/ XXXX XXXXX
-----------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI
By: /s/ [ILLEGIBLE]
-----------------------------
Name: [Illegible]
Title: Vice President
CITY NATIONAL BANK
By:
-----------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXXXX XXXXX
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
Manager
By: /s/ [ILLEGIBLE]
-----------------------------
Name: [Illegible]
Title: Vice President
Senior Relationship
Manager
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XXXXX XXXXX
By:
-----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK N.C.
By: /s/ XXXXXXX X. XXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President and Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ XXXXXXX XXXX
-----------------------------------------
Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
XXXXXX FINANCIAL, INC.
By:
-----------------------------------------
Name:
Title:
IMPERIAL BANK
By: /s/ XXXXX XXXXXX
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ TAKUYA HONJO
-----------------------------------------
Name: Takuya Honjo
Title: Deputy General Manager
INVESCO
By: /s/ XXXXXXXX X. XXXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ XXXXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
NATEXIS BANQUE BFCE
By: /s/ XXXX XXXXX
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Name: Xxxx Xxxxx
Title: Vice President
By: /s/ XXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Group Manager
PARIBAS CAPITAL FUNDING LLC
By:
-----------------------------------------
Name:
Title:
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TCW ASSET MANAGEMENT COMPANY, as
Attorney-in-Fact for Integon Life
Insurance Corporation
By:
-----------------------------------------
Name:
Title:
TCW ASSET MANAGEMENT COMPANY, as
Attorney-in-Fact for Occidental Life
Insurance Company of North Carolina
By:
-----------------------------------------
Name:
Title:
TCW ASSET MANAGEMENT COMPANY, as
Attorney-in-Fact for Pennsylvania Life
Insurance Company
By:
-----------------------------------------
Name:
Title:
TCW ASSET MANAGEMENT COMPANY, as
Attorney-in-Fact for United Companies Life
Insurance Company
By:
-----------------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management, Inc., as
Collateral Manager
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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CAPTIVA II FINANCE LTD.
By: /s/ XXXX XXXXXXXXX
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Director
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KZH CRESCENT LLC
By: /s/ XXXXX XXX
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ XXXXX XXX
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
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SEQUILS I, LTD.
By: TCW Advisors, Inc., as its Collateral
Manager
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
By: /s/ XXXXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
UNITED OF OMAHA LIFE INSURANCE CO.
By: TCW Asset Management Company, its
Investment Manager
By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
