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EXHIBIT 4.7
ANNEX I
SECOND AMENDMENT
SECOND AMENDMENT, dated as of June 28, 2001 (this
"Amendment"), to the Credit Agreement, dated as of March 29, 2000, as amended by
the First Amendment dated as of April 23, 2001 (as the same may be further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among VIASYSTEMS GROUP, INC., a Delaware corporation ("Holdings"),
VIASYSTEMS, INC., a Delaware corporation (the "US Borrower"), VIASYSTEMS CANADA,
INC., a Quebec corporation (the "Canadian Borrower"), PRINT SERVICE HOLDING
N.V., a company organized under the laws of the Netherlands ("Print Service" and
together with the Canadian Borrower and any Future Foreign Subsidiary Borrower,
the "Foreign Subsidiary Borrowers"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), THE CHASE
MANHATTAN BANK OF CANADA ("Chase Canada"), as Canadian administrative agent (in
such capacity, the "Canadian Administrative Agent"), CHASE MANHATTAN
INTERNATIONAL LIMITED ("CMIL"), as the multicurrency administrative agent (in
such capacity, the "Multicurrency Administrative Agent"), and THE CHASE
MANHATTAN BANK ("Chase"), as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers; and
WHEREAS, the Borrowers have requested, and upon the
effectiveness of this Amendment, the parties hereto have agreed, that certain
provisions of the Credit Agreement be amended upon the terms and conditions set
forth below;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement. Unless otherwise indicated, all Section and subsection references are
to the Credit Agreement.
SECTION 2. Amendments to Subsection 1.1 (Definitions).
Subsection 1.1 of the Credit Agreement is hereby amended by:
(a) deleting the definition of "Consolidated Senior Debt" in its
entirety and substituting in lieu thereof the following:
"Consolidated Senior Debt": all Consolidated Total Debt other
than (a) the Senior Subordinated Indebtedness and (b) the Investor
Loans (including accreted or pay-in-kind interest in respect thereof),
provided, that the exclusion in this clause (b) shall cease to apply in
respect of any determination pursuant to subsection 13.1(c) for any
period ending on or after the end of the second calendar quarter of
2003.
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(b) deleting the amount "$40,000,000" where such amount appears in
clause (A)(vii) of the definition of "Consolidated EBITDA" and substituting in
lieu thereof the amount "$60,000,000".
(c) adding the following definitions in the appropriate alphabetical
order:
"Investor Loans": one or more loans made to the US Borrower by
HMTF or an Affiliate thereof, any existing direct or indirect
shareholder of Holdings as of June 28, 2001 and any other Person
reasonably satisfactory to the Administrative Agent (collectively, the
"Approved Investors") on the terms and conditions set forth in Exhibit
B to the Second Amendment to this Agreement, which terms and conditions
in any event (a) shall not provide for principal amortization prior to
May 1, 2007, (b) shall provide that no cash interest shall be paid
prior to May 1, 2007 with a rate no greater than 17% per annum and (c)
while this Agreement is in effect or any Obligations remain
outstanding, shall not include any covenants or default provisions
other than (i) a cross-acceleration default with respect to the
Indebtedness under this Agreement, (ii) payment of the Investor Loans
in full at stated maturity and (iii) the change in control provision
described in subsection 13.18(a).
"Second Quarter 2003 Compliance Date": the date on which the
US Borrower shall have delivered financial statements for the fiscal
quarter ended June 30, 2003 in compliance with subsection 12.1(b)
(together with the relevant items required to be delivered concurrently
pursuant to subsection 12.2).
SECTION 3. Amendment to Subsection 2.1 (US Revolving Credit
Commitments). Subsection 2.1 of the Credit Agreement is hereby amended by adding
the following sentences to the end of paragraph (a) thereof:
"Notwithstanding anything to the contrary in this Agreement, the sum of
the Revolving Credit Loans, Letter of Credit Outstandings and
outstanding Swing Line Loans shall not at any time exceed $150,000,000.
The requirements set forth in the preceding sentence shall cease to
apply from and after the Second Quarter 2003 Compliance Date, provided,
that on such date, no Default or Event of Default shall have occurred
and be continuing (including, without limitation, pursuant to
subsection 13.1 for the second calendar quarter of 2003)."
SECTION 4. Amendment to Subsection 2.2 (Termination or
Reduction of US Revolving Credit Commitments). Subsection 2.2 of the Credit
Agreement is hereby amended by adding the following sentences at the end of
paragraph (b) thereof:
"If at any time the sum of the Revolving Credit Loans, Swing Line Loans
and the Letter of Credit Outstandings exceeds $150,000,000, the US
Borrower shall within one Business Day make a prepayment equal to such
excess amount, the proceeds of which shall be applied first, to payment
of the Swing Line Loans then outstanding, second, to payment of the
Revolving Credit Loans then outstanding, third, to payment of any
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Letter of Credit Obligations then outstanding and last, to cash
collateralize any outstanding Letters of Credit on terms reasonably
satisfactory to the Administrative Agent. The requirements set forth in
the preceding sentence shall cease to apply from and after the Second
Quarter 2003 Compliance Date, provided, that on such date, no Default
or Event of Default shall have occurred and be continuing (including,
without limitation, pursuant to subsection 13.1 for the second calendar
quarter of 2003)."
SECTION 5. Amendments to Subsection 13.1 (Financial Condition
Covenants). Subsection 13.1 of the Credit Agreement is hereby amended as
follows:
(a) by deleting the portion of the table appearing in paragraph (a)
thereof relating to the 2nd Calendar Quarter of 2001 through the 1st Calendar
Quarter of 2003.
(b) by deleting the portion of the table appearing in paragraph (b)
thereof relating to the 2nd Calendar Quarter of 2001 through the 1st Calendar
Quarter of 2003.
(c) by deleting the portion of the table appearing in paragraph (c)
thereof relating to the 2nd Calendar Quarter of 2001 through the 1st Calendar
Quarter of 2003 and substituting in lieu thereof the following:
Calendar Quarter Ratio
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2001 2nd 2.75 to 1.00
3rd 3.25 to 1.00
4th 4.00 to 1.00
2002 1st 4.20 to 1.00
2nd 4.10 to 1.00
3rd 3.60 to 1.00
4th 3.15 to 1.00
2003 1st 2.75 to 1.00
SECTION 6. Amendment to Subsection 13.2 (Limitation on
Indebtedness). Subsection 13.2 of the Credit Agreement is hereby amended as
follows:
(a) by deleting clause (b)(ii) thereof in its entirety and substituting
in lieu thereof the following:
"(ii) Indebtedness of Foreign Subsidiaries of the US Borrower that are
not Credit Parties to the Credit Parties in an aggregate Equivalent
Amount outstanding not to exceed $50,000,000 at any one time,"
(b) by adding a new clause (q) to the end thereof as follows:
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"(q) Indebtedness of the US Borrower pursuant to the Investor
Loans in an aggregate principal amount not to exceed $150,000,000 plus
the amount of any interest accreted or paid in kind in respect thereof
(provided that the net proceeds of the first $100,000,000 thereof shall
be applied to prepay Revolving Credit Loans within three Business Days
after receipt)"
SECTION 7. Amendments to Subsection 13.8 (Limitation on
Capital Expenditures). Subsection 13.8 of the Credit Agreement is hereby amended
as follows:
(a) by deleting the amount "$130,000,000" where it appears
therein corresponding to fiscal year 2001 and substituting in lieu
thereof the amount "$110,000,000";
(b) by deleting the amount "$140,000,000" where it appears
therein corresponding to fiscal year 2002 and substituting in lieu
thereof the amount "$120,000,000"; and
(c) by deleting the period at the end of clause (iii) of the
proviso in paragraph (a) thereof and adding a new clause (iv) to the
end of such proviso as follows:
"and (iv) the amount described in the foregoing clause (ii)
shall not be available for increasing the amount of capital
expenditures that may be made during fiscal year 2002.".
SECTION 8. Amendments to Subsection 13.12 (Limitation on Sales
and Leasebacks). Subsection 13.12 of the Credit Agreement is hereby amended by
deleting the number "120" where it appears therein and substituting in lieu
thereof the number "360".
SECTION 9. New Covenants. Section 13 is hereby amended by
adding the following new subsections to the end thereof:
13.18. Investor Loans. (a) Make or offer to make any payment,
prepayment, repurchase or redemption of or otherwise defease or
segregate funds with respect to the Investor Loans except (i) pursuant
to any such offer required by the documentation governing the Investor
Loans upon the occurrence of a Change in Control or (ii) pursuant to a
conversion thereof exclusively into Capital Stock of Holdings (provided
that the terms of such Capital Stock shall not provide for any
mandatory redemptions (other than upon the same types of events that
would permit an acceleration of the Investor Loans pursuant to the
permitted terms thereof) or cash payment of dividends prior to May 1,
2007) or (b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of
the terms of the Investor Loans or any preferred Capital Stock issued
pursuant to clause (a)(ii) above (other than any such amendment,
modification, waiver or other change that (i) would extend the maturity
or stated redemption date or reduce the amount of any payment of
principal or liquidation preference in respect thereof or reduce the
rate or extend any date for payment of interest or dividends thereon
and (ii) does not involve the payment of a consent fee).
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13.19 Cash Accounts. (a) Permit the aggregate amount of cash
or cash equivalents held by Holdings, the US Borrower and their respective
Domestic Subsidiaries that is not held in Qualified Accounts (as defined below)
to exceed $15,000,000; (b) permit the aggregate amount of cash or cash
equivalents held by Foreign Subsidiaries in accounts maintained by Persons that
are not Lenders to exceed $30,000,000; or (c) permit the aggregate amount of
cash or cash equivalents held by Foreign Subsidiaries (whether or not held in
accounts maintained by Lenders) to exceed $40,000,000. As used above, "Qualified
Account" means any deposit account of the US Borrower or any Domestic Subsidiary
in which the Administrative Agent has a perfected first priority security
interest, in each case on terms and conditions satisfactory to the
Administrative Agent. The requirements set forth in this Section 13.19 shall
cease to apply from and after the Second Quarter 2003 Compliance Date, provided,
that on such date, no Default or Event of Default shall have occurred and be
continuing (including, without limitation, pursuant to subsection 13.1 for the
second calendar quarter of 2003).
SECTION 10. Waiver. Each of the parties hereto waives
compliance with subsection 13.1 of the Credit Agreement for the 2nd calendar
quarter of 2001, provided, that this waiver shall expire on the earlier of (a)
the date on which the US Borrower shall have received gross cash proceeds of at
least $100,000,000 and net cash proceeds of at least $95,000,000 from the
initial Investor Loan and (b) 5:00 p.m.,
New York City time, on July 19, 2001.
The Borrower irrevocably agrees that during the period of this waiver it shall
not borrow Revolving Credit Loans or Swing Line Loans or request the issuance of
any Letter of Credit under the Revolving Credit Commitments if after giving
effect thereto the aggregate outstanding amount of the Revolving Credit Loans,
Swing Line Loans and Letter of Credit Outstanding would exceed $150,000,000.
SECTION 11. Representations and Warranties. After giving
effect to this Amendment, Holdings and the US Borrower (and each Foreign
Subsidiary Borrower, only as to itself, and its Subsidiaries) hereby confirm,
reaffirm and restate that the representations and warranties set forth in
Section 10 of the Credit Agreement are true in all material respects as if made
on and as of the date hereof except for any representation or warranty made as
of the earlier date, which representation or warranty shall have been true and
correct in all material respects as of such earlier date.
SECTION 12. Conditions to Effectiveness. This Amendment shall
become effective upon receipt by the Administrative Agent of:
(a) Amendment to Credit Agreement. Counterparts of this
Amendment, duly executed and delivered by Holdings, the US
Borrower and the Foreign Subsidiary Borrowers.
(b) Amendment to Guarantee and Collateral Agreement.
Counterparts of an amendment to the Guarantee and Collateral
Agreement to the extent necessary to give effect to subsection
13.19(a) of the Credit Agreement, on terms and conditions
satisfactory to the Administrative Agent, duly executed and
delivered by each Credit Party party to the Guarantee and
Collateral Agreement.
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(c) Lender Consent Letters. Lender Consent Letters (or
facsimile transmissions thereof) in the form of Exhibit A,
duly executed and delivered by the Required Lenders consenting
to the execution of this Amendment by the Administrative
Agent.
(d) Fees. An amendment fee, for the account of the Lenders
that have delivered a Lender Consent Letter to the
Administrative Agent or its counsel no later than 5:00 p.m.,
New York City time, on June 28, 2001, in an amount equal to
0.15% of the aggregate amount of the Commitments in effect and
Term Loans outstanding of such Lenders.
(e) Initial Investor Loan. Satisfactory evidence that the US
Borrower shall have received gross cash proceeds of at least
$100,000,000 and net cash proceeds of at least $95,000,000
from the initial Investor Loan, provided, that this paragraph
(e) shall not be a condition to the effectiveness of Section
10 of this Amendment.
(f) Expenses. Payment of all accrued amounts owing to the
Administrative Agent pursuant to subsection 17.5 of the Credit
Agreement.
SECTION 13. Continuing Effect of Credit Agreement. Except as
expressly amended herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
SECTION 14. Governing Law; Counterparts. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
This Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of this
Amendment by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof. This revision of this Amendment replaces
and supersedes any prior revisions of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
VIASYSTEMS GROUP, INC.,
as Guarantor
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
VIASYSTEMS, INC.,
as US Borrower
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
VIASYSTEMS CANADA, INC.,
as Canadian Borrower
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
PRINT SERVICE HOLDING N.V.,
as a Foreign Subsidiary Borrower
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
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THE CHASE MANHATTAN BANK,
as Administrative Agent and Collateral
Agent
By: /s/ XXXXXX X. XxXXXXXX
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Name: Xxxxxx X. XxXxxxxx
Title: Vice President
