Exhibit 10.1.3
Execution Copy
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 29, 2002
(this "Amendment"), is among Venture Holdings Company LLC, a Michigan limited
liability company, as successor Borrower to Venture Holdings Trust under the
Credit Agreement (the "Borrower"), the lenders set forth on the signature pages
hereof (collectively, the "Lenders"), and Bank One, NA, formerly known as The
First National Bank of Chicago, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
RECITAL
The Borrower, the Administrative Agent and the Lenders are parties to a
Credit Agreement dated as of May 27, 1999, as amended by a First Amendment to
Credit Agreement dated June 4, 1999 and by a Second Amendment to Credit
Agreement dated June 29, 2000 (the "Credit Agreement"). The Borrower and the
Guarantors desire to amend the Credit Agreement and the Agent and the Lenders
are willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
The Credit Agreement is amended as follows:
1.1 The following new definitions are added to Section 1.1 in
appropriate alphabetical order:
"Aggregate Term Loan C Commitment" means the aggregate amount of Term
Loan C Commitments of all the Term Loan C Lenders, not to exceed $50,000,000, as
reduced from time to time pursuant to the terms hereof.
"Aggregate Term Loan C Outstandings" means as at any date of
determination with respect to any Lender, the aggregate unpaid principal amount
of such Lender's Term Loan C on such date.
"Related Party Receivables" shall mean as at any date of determination
the net amount of all current and long term receivables and payables determined
in accordance with Agreement Accounting Principles and consistent with past
practice (including without limitation all amounts of the type shown as net
amounts receivable from related parties in the most recent year end audited
consolidated financial statements (including the notes thereto) of the Borrower
and its Subsidiaries) owing to the Borrower or any of its Subsidiaries by any
Affiliate of the Borrower (including without limitation any person controlled,
directly or indirectly, by the Principal or any Related Party or any Affiliate
of the Principal or any Related Party as of such date, but excluding the
Borrower or any Subsidiary of the Borrower).
"Required Term Loan C Lenders" means Term Loan C Lenders holding not
less than 51% of the Term Loan C Commitments (or 51% of the Aggregate Term Loan
C Outstandings if the Term Loan C Commitments have been terminated).
"Term Loan C" means the term loans made on the Term Loan C Effective
Date to the Borrower by the Term Loan C Lenders pursuant to Section 2.4-A.
"Term Loan C Commitment" means with respect to each Term Loan C Lender,
the commitment of such Lender to make Advances of Term Loans C on the Term Loan
C Effective Date in an amount not exceeding the Term Loan C Commitment amount
for such Lender set forth on Schedule 1.1-B, or as otherwise established,
reduced or modified pursuant to the provisions hereof.
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"Term Loan C Effective Date" shall mean the date determined by the
Agent on which Term Loan C is to be made, provided that all conditions to the
making of Term Loan C are satisfied.
"Term Loan C Joinder Agreement" means a joinder agreement in
substantially the form of Exhibit M, under which a Term Loan C Lender becomes a
Term Loan C Lender under this Agreement
"Term Loan C Lenders" means the Lenders from time to time parties
hereto as lenders of Term Loan C.
"Term Loan C Maturity Date" means April 1, 2005.
"Term Loan C Percentage" means with respect to each Term Loan C Lender,
its percentage share of Term Loan C.
1.2 The definitions of "Advance", "Aggregate Term Loan Outstandings",
"Disqualified Capital Stock", "Lenders", "Required Lenders", "Term Loan Lenders"
and "Term Notes" are restated as follows:
"Advance" means an advance hereunder (or conversion or continuation
thereof) consisting of the aggregate amount of the several Revolving Credit
Loans, Interim Term Loan, Term Loan A, Term Loan B, Term Loan C, Swing Loans or
Facility Letters of Credit made on the same Borrowing Date (or date of
conversion or continuation) by the Lenders to the Borrower of the same Type and,
in the case of Eurodollar Advances and Eurocurrency Advances, for the same
Interest Period.
"Aggregate Term Loan Outstandings" means as at any date of
determination with respect to any Lender, the sum of the Aggregate Term Loan A
Outstandings, the Aggregate Interim Term Loan Outstandings, Aggregate Term Loan
B Outstandings and Aggregate Term Loan C Outstandings of such Lender.
"Disqualified Capital Stock" means (a) with respect to a Person, except
as to any Subsidiary of such Person, any Capital Stock of such Person that, by
its terms or by the terms of any security into which it is convertible,
exercisable or exchangeable, is, or upon the happening of an event or the
passage of time would be, required to be redeemed or repurchased (including at
the option of the holder thereof) by such Person or any of its Subsidiaries, in
whole or in part, on or prior to the latest of the Term Loan A Maturity Date,
the Term Loan B Maturity Date, the Term Loan C Maturity Date or the Termination
Date and (b) with respect to any Subsidiary of such Person (including with
respect to any Subsidiary of the Borrower), any Capital Stock other than any
common equity with no preference, privileges, or redemption or repayment
provisions.
"Lenders" means (a) the lending institutions listed on the signature
pages of this Agreement and their respective successors and assigns and (b) the
Term Loan C Lenders joining this Agreement as a Term Loan C Lender pursuant to a
Term Loan C Joinder Agreement.
"Required Lenders" at any time means Lenders holding at least 51% of
the Revolving Credit Commitments, the Aggregate Interim Term Loan Outstandings
of all Lenders, the Aggregate Term Loan A Outstandings of all Lenders, the
Aggregate Term Loan B Outstandings of all Lenders and the Aggregate Term Loan C
Outstandings of all Lenders (or 51% of the Aggregate Total Outstandings at such
time if the Revolving Credit Commitments have been terminated).
"Term Loan Lenders" means collectively the Interim Term Loan Lenders,
the Term Loan A Lenders, the Term Loan B Lenders and the Term Loan C Lenders.
"Term Loans" means Term Loan A, Term Loan B and Term Loan C.
"Term Notes" means the term notes, if any, made by the Borrower to each
of the applicable Lenders in the form attached as Exhibits G-1, G-2, G-3 and G-4
to this Agreement to evidence Term Loan A, Term Loan B, the Interim Term Loan
and Term Loan C, respectively, as such notes may be amended or supplemented from
time to time, and any notes issued in substitution, renewal or replacement
thereof from time to time.
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1.3 A new Section 2.4-A is added to the Credit Agreement as follows:
1.4 2.4-A Term Loan C. Subject to the terms and conditions hereof, each
Term Loan C Lender, severally and for itself alone, agrees to make an
Advance of Term Loan C to the Borrower in a single disbursement on the
Term Loan C Effective Date, in Dollars in an aggregate amount not to
exceed such Lender's Term Loan C Commitment. Term Loan C or any portion
thereof at the Borrower's option, may be Floating Rate Loans or
Eurodollar Loans, or any combination thereof in accordance with the
terms hereof, with the initial selection by the Borrower in accordance
with procedures acceptable to the Administrative Agent and any
subsequent selections in accordance with Sections 2.10 or 2.11.
1.4 The following is added to the end of Section 2.6(a): "Each Term Loan C
Advance hereunder shall consist of Term Loans C made from the several
Term Loan C Lenders ratably in proportion to the ratio that their
respective Term Loan C Commitments bear to the Aggregate Term Loan C
Commitments."
1.5 A new Section 2.9.5 is added to the Credit Agreement as follows:
2.9.5 Term Loan C. The Borrower hereby unconditionally promises to pay
to the Administrative Agent for the pro rata account of each Term Loan
C Lender in Dollars the unpaid principal amount of Term Loan C of such
Lender in consecutive quarterly principal payments on the last day of
each calendar quarter, commencing with the first fiscal quarter end
indicated below, and at the Term Loan C Maturity Date as follows:
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Payment Dates Principal Installment
------------- ---------------------
September 30, 2002 (or such first 0.25% of Term Loan C at each
quarter end after the Term Loan C such fiscal quarter end
Effective Date which is at least 60 days
after the Term Loan C Effective Date)
- December 31, 2004
April 1, 2005 Balance of Term Loan C
On the Term Loan C Maturity Date, Term Loan C shall be paid in full.
1.6 The penultimate sentence of Section 2.12 is restated as follows:
"No Interest Period (a) with respect to any Revolving Credit Loan may end after
the Termination Date, (b) with respect to any Term Loan A may end after the Term
Loan A Maturity Date, (c) with respect to any Term Loan B may end after the Term
Loan B Maturity Date and (d) with respect to any Term Loan C may end after the
Term Loan C Maturity Date."
1.7 Section 2.22.3 is restated as follows:
2.22.3 Prepayments pursuant to this Section 2.22 shall be applied as
the Borrower may direct, provided that all prepayments of the Term Loans, will
be applied to the maturities thereof in inverse order and prepayments of Term
Loan B and Term Loan C shall be subject to Section 2.23.3.
1.8 The following new Section 2.23.2-A is added to the Credit Agreement
after Section 2.23.2:
2.23.2-A In addition to all payments on the Term Loans required
hereunder, on the Term Loan C Effective Date, the Borrower shall prepay Term
Loan A by an amount equal to 25% of Term Loan C and shall prepay Term Loan B by
an amount equal to 25% of Term Loan C. Notwithstanding anything herein to the
contrary, (i) all such payments under this Section 2.23.2-A shall be applied to
the outstanding principal installments on Term Loan A and Term Loan B ratably,
subject to Section 2.23.3 and (ii) the aggregate amount of Term Loan C which the
prepayment percentage is to be applied against shall be net of any upfront fee
or similar reduction in the proceeds to the Borrower which are paid to the Term
Loan C Lenders.
1.9 Section 2.23.3 is restated as follows:
2.23.3 The Borrower shall give the Administrative Agent at least ten
Business Days' notice of each prepayment that the Borrower expects to make on
Term Loan B or Term Loan C, in each case specifying the amount of such
prepayment and a brief description of the event or events which cause such
prepayment to be made.
(i) At least five Business Days before the date (an
"Unscheduled Prepayment Date") on which any prepayment of the Term Loan B or
Term Loan C (a "Term Loan B/C Unscheduled Prepayment") would, but for the
provisions of this subsection (i), become payable hereunder, the Borrower shall
deliver a notice conforming to the requirements of paragraph (ii) below (a "Term
Loan B/C Prepayment Notice") to the Administrative Agent and on or before such
Unscheduled Prepayment Date, the Borrower shall deposit in a cash collateral
account with the Administrative Agent an amount equal to such Term Loan B/C
Unscheduled Prepayment (together with interest accrued thereon to but excluding
the Deferred Term Loan B/C Prepayment Date specified in such Term Loan B/C
Prepayment Notice). Such Term Loan B/C Unscheduled Prepayment shall not be made
on such Unscheduled Payment Date but shall instead be deferred as provided in
this subsection (i). Upon receipt of any Term Loan B/C Prepayment Notice, the
Administrative Agent shall promptly notify each Term Loan B Lender and Term Loan
C Lender of the contents hereof.
(ii) Each Term Loan B/C Prepayment Notice shall (w) set forth
the amount of the relevant Term Loan B/C Unscheduled Prepayment and the portion
thereof that each Term Loan B Lender and Term Loan C Lender will be entitled to
receive if it
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accepts prepayment of its Term Loan B Loans or Term Loan C Loans, as the case
may be, in accordance with this subsection, (x) contain an offer to prepay on a
specified date (a "Deferred Term Loan B/C Prepayment Date"), which shall not be
less than 10 days or more than 25 days after the date of such Term Loan B/C
Prepayment Notice, the Term Loan B Loans and Term Loan C Loans of such Term Loan
B Lender and Term Loan C Lender by an aggregate principal amount equal to such
Lender's share of such Term Loan B/C Unscheduled Prepayment, (y) request such
Term Loan B Lender and Term Loan C Lender to notify the Borrower and the
Administrative Agent in writing, no later than the fifth Business Day before the
Deferred Term Loan B/C Prepayment Date, of such Lender's acceptance or rejection
(in each case, in whole and not in part) of such offer of prepayment and (z)
inform such Term Loan B Lender and Term Loan C Lender that, if it fails to
reject such offer in writing on or before the fifth Business Day before such
Deferred Term Loan B/C Prepayment Date, it shall be deemed to accept such offer.
Each Term Loan B/C Prepayment Notice shall be given by facsimile and confirmed
by hand delivery or overnight courier service, in each case addressed to the
Administrative Agent and each Term Loan B Lender and Term Loan C Lender as
provided herein.
(iii) On each Deferred Term Loan B/C Prepayment Date, the
Administrative Agent shall withdraw from such cash collateral account the amount
deposited therein with respect to the relevant Term Loan B/C Unscheduled
Prepayment (and any interest earned thereon) and shall apply such amount as
follows:
(x) to prepay a portion of the principal of the Term
Loan B Loans of each Term Loan B Lender that shall have
accepted and of the Term Loan C Loans of each Term Loan C
Lender that shall have accepted (or be deemed to have
accepted) such prepayment in accordance with the related Term
Loan B/C Prepayment Notice (an "Accepting Term Loan B/C
Lender") equal to the portion of the relevant Term Loan B/C
Unscheduled Prepayment initially allocated to such Accepting
Term Loan B/C Lender;
(y) to prepay a portion of the principal of the Term
Loan A and the Term Loan B Loans and Term Loan C Loans of the
Accepting Term Loan B/C Lenders, ratably in proportion to the
then outstanding principal amounts thereof, in an aggregate
amount equal to the portion of the relevant Term Loan B/C
Unscheduled Prepayment initially allocated to the Term Loan B
Lenders and Term Loan C Lenders that rejected such prepayment;
and
(z) to pay interest accrued on the principal amounts
so prepaid to the date of prepayment in the case of optional
prepayments.
If the amount withdrawn from such cash collateral account is not sufficient to
make the foregoing payments, the Borrower shall pay to the Administrative Agent
on such Deferred Term Loan B/C Prepayment Date an amount equal to the shortfall.
Notwithstanding anything herein to the contrary, if Term Loan A is paid in full,
the Term Loan B Lenders may not refuse a prepayment on Term Loan B and the Term
Loan C Lenders may not refuse a prepayment on Term Loan C.
1.10 Section 2.23.4 is restated as follows:
2.23.4 Notwithstanding anything herein to the contrary, each mandatory
prepayment of the Term Loans pursuant to Section 2.23.2 shall be
applied ratably to Term Loan A, Term Loan B and Term Loan C and applied
to the outstanding principal installments thereof ratably, subject to
Section 2.23.3.
1.11 Section 4.2(iii) is amended by adding the following to the end
thereof: ",including without limitation, in the case of Term Loan C, evidence
satisfactory to the Administrative Agent that the Borrower shall be in
compliance, both before and after giving effect to Term Loan C and the other
transactions contemplated hereby, with all terms and conditions of the 1997
Senior Unsecured Debt Documents, the 1999 Senior Unsecured Debt Documents and
the 1999 Subordinated Debt Documents, including without limitation, certificates
and representations that the incurrence of Term Loan C is in full compliance
with the 1997 Senior Unsecured Debt Documents, the 1999 Subordinated Debt
Documents and the 1999 Senior Unsecured Debt Documents, and will not breach or
cause a prepayment under the 1999 Subordinated Debt Documents, the 1999 Senior
Unsecured Debt Documents or the 1997 Senior Unsecured Debt Documents.
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1.12 Section 6.1(i) is amended by adding the following after the words
"90 days" contained in such section "(or, in the case of the audit for the
fiscal year ending December 31, 2001, 105 days)".
1.13 The last sentence of Section 6.11 is amended by adding "(including
without limitation for purposes of determining Indebtedness and Total Debt)"
after the words "For purposes of this Agreement" contained in such sentence and
by adding "the net amount received from" before the second time the words "the
aggregate outstanding amount" appear in such last sentence.
1.14 A new Section 6.29 is added to the Credit Agreement as follows:
6.29 Related Party Receivables. The Borrower will not permit or suffer
the aggregate Related Party Receivables to exceed (a) $65,000,000 at any time
from and including December 31, 2001 to and including December 30, 2002, (b)
$55,000,000 at any time from and including December 31, 2002 to and including
December 30, 2003, or (c) $35,000,000 at any time thereafter.
1.15 The following is added to the end of Section 8.2:
No amendment of any provision of this Agreement which would decrease the
mandatory prepayments with respect to Term Loan C, waive or amend any condition
to the making of any Term Loan C or Section 2.23.3 or reduce the percentage
specified in the definition of Required Term Loan C Lenders shall be effective
without the written consent of the Required Term Loan C Lenders.
In addition to amendments effected pursuant to the foregoing, this Agreement may
be amended as follows: (a) Term Loan C Lenders may be added as parties to this
Agreement automatically upon the execution and delivery to the Agent of a Term
Loan C Joinder Agreement by such Term Loan C Lender and the written consent of
the Agent, provided that the aggregate Term Loan C Commitments of all Term Loan
C Lenders shall not exceed $50,000,000, and (b) Schedule 1.1-B will be
automatically amended by the Agent from time to time to reflect the Term Loan C
Commitments of the Term Loan C Lenders.
1.16 The last sentence of Section 12.3.1 is restated as follows: "Each
such assignment shall be in an amount not less than the lesser of (i) $1,000,000
or any amount in the case of assignments to other Lenders, or (ii) the remaining
amount of the assigning Lender's Commitments (calculated as at the date of such
assignment) or such other amount agreed to by the Administrative Agent and, with
the consent of the Administrative Agent, such assignments may be of any one or
more of the Commitments of any Lender."
1.17 Reference in Section 7.20 to "March 31, 2002" shall be deleted and
"June 30, 2003" shall be substituted in place thereof.
1.18 Exhibits G-4 and M attached hereto are added to the Credit
Agreement as Exhibits G-4 and M, respectively.
1.19 Schedule 1.1-A to the Credit Agreement is replaced with Schedule
1.1-A attached hereto.
ARTICLE 2.
REPRESENTATIONS
The Borrower and each Guarantor represents and warrants to, and agrees
with, the Administrative Agent and the Lenders that:
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2.1 The execution, delivery and performance of this Amendment are
within their respective powers, have been duly authorized by the Borrower and
each Guarantor and are not in contravention of any Requirement of Law.
2.2 This Amendment is the legal, valid and binding obligations of the
Borrower and each Guarantor, enforceable against them in accordance with the
terms thereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in the Credit Agreement and the
representations and warranties contained in the other Loan Documents are true on
and as of the date hereof with the same force and effect as if made on and as of
the date hereof, and no Default or Unmatured Default exists or has occurred and
is continuing on the date hereof.
ARTICLE 3.
CONDITIONS PRECEDENT.
This Amendment shall be effective as of the date hereof when each
of the following conditions is satisfied:
3.1 This Amendment shall be executed by each of the Borrower, the
Guarantors, the Required Lenders, and the Agent.
3.2 The Borrower and each Guarantor shall provide a certified
resolution with respect to this Amendment satisfactory to the Agent.
3.3 The written opinion of the Borrower's and Guarantors' counsel in
form and substance acceptable to the Agent.
3.4 Evidence satisfactory to the Administrative Agent that the Borrower
shall be in compliance, both before and after giving effect to Term Loan C and
the other transactions contemplated hereby, with all terms and conditions of the
1997 Senior Unsecured Debt Documents, the 1999 Senior Unsecured Debt Documents
and the 1999 Subordinated Debt Documents.
3.5 Delivery of such other agreements and documents, and the
satisfaction of such other conditions, as may be required by the Administrative
Agent, including without limitation all additional Collateral Documents, legal
opinions and such evidence of the perfection and priority of all liens and
security interests as required by the Administrative Agent.
3.6 The Borrower shall pay to the Agent, for the benefit of each Lender
that approved in writing to the Agent the term sheet for this Amendment on or
before March 22, 2002 and signs this Amendment on or before the date hereof or
as otherwise agreed to by the Borrowers and the Agent, an amendment fee equal to
25 basis points on such Lender's Commitments (as reduced, in the case of the
Term Loan A Commitments and the Term Loan B Commitments by all payments made on
Term Loan A and Term Loan B, respectively, prior to March 29, 2002), which fees
shall be distributed to the Lenders within two Business after March 29, 2002,
and the Borrower shall pay to the Agent and the Arranger such fees as separately
agreed upon among the Borrower, the Agent and the Arranger.
ARTICLE 4.
MISCELLANEOUS.
4.1 References in the Credit Agreement or in any other Loan Document to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby and as further amended from time to time.
4.2 Except as expressly amended hereby, the Borrower and the Guarantors
agree that the Loan Documents are ratified and confirmed and shall remain in
full force and effect and that they have no set off, counterclaim, defense or
other claim or dispute with respect to any of the foregoing. The terms used but
not defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.
4.3 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
BORROWER:
---------
VENTURE HOLDINGS COMPANY LLC
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
---------------------------------------
Title: Chief Financial Officer
--------------------------------------
GUARANTORS:
-----------
VEMCO, INC.
VEMCO LEASING, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE HOLDINGS CORPORATION
VENTURE LEASING COMPANY
VENTURE MOLD & ENGINEERING
CORPORATION
VENTURE SERVICE COMPANY
VENTURE EUROPE, INC.
VENTURE EU CORPORATION
EXPERIENCE MANAGEMENT LLC
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
---------------------------------------
Title: Chief Financial Officer
--------------------------------------
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LENDERS:
--------
BANK ONE, NA, as Administrative Agent and a
Lender
By: /s/ Xxxxxxx X Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X Xxxxxxxx
----------------------------------------
Title: Director
---------------------------------------
THE BANK OF NOVA SCOTIA, as Syndication
Agent and as a Lender
By: /s/ N Xxxx
----------------------------------------
Name: X. Xxxx
----------------------------------------
Title: Sr. Manager- Loan Operations
---------------------------------------
STANDARD FEDERAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------------
Title: First Vice President
---------------------------------------
FUJI BANK, LTD.
By: /s/ Nobucki Koibe
------------------------------------------
Name: Nobucki Koibe
----------------------------------------
Title: Senior Vice President
---------------------------------------
BANK AUSTRIA (ZLANDERBANK)
CORPORATE FINANCE, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------------
Title: EVP
---------------------------------------
By: /s/ Xxxxx X Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
XXXXXX TRUST AND SAVINGS
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
BANK OF SCOTLAND
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
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COMERICA BANK (DETROIT)
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxxxx
----------------------------------------
Title: Account Officer
---------------------------------------
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
PROVIDENT BANK
By: /s/ Xxxxxx X. Xxx
------------------------------------------
Name: Xxxxxx X. Xxx
----------------------------------------
Title: Vice President
---------------------------------------
FIRSTAR BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
NATIONAL BANK OF CANADA
By: /s/ Wing X. Xxxxx
------------------------------------------
Name: Wing X. Xxxxx
----------------------------------------
Title: Vice President
---------------------------------------
FIRSTRUST BANK
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
OCTAGON INVESTMENT PARTNERS II, LLC
By: OCTAGON CREDIT INVESTORS, LLC
As Sub-Investment Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: Portfolio Manager
---------------------------------------
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OCTAGON INVESTMENT PARTNERS III, LTD.
By: OCTAGON CREDIT INVESTORS, LLC
As Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------------
Title: Portfolio Manager
---------------------------------------
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: OCTAGON CREDIT INVESTORS, LLC
As Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------------
Title: Portfolio Manager
---------------------------------------
MASS MUTUAL LIFE INSURANCE
By: /s/ Xxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxx X. Xxxx
----------------------------------------
Title: Second Vice President and
Associate General Counsel
---------------------------------------
SIMSBURY CLO LTD
By: Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxx X. Xxxx
----------------------------------------
Title: Second Vice President and
Associate General Counsel
---------------------------------------
PERSEUS CDO I LTD
By: Massachusetts Mutual Life Insurance Co.,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxx X. Xxxx
----------------------------------------
Title: Second Vice President and
Associate General Counsel
---------------------------------------
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx CFA
----------------------------------------
Title: Vice President
---------------------------------------
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BLACK DIAMOND CLO 2000 I LTD
By: /s/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------------
Title: Director
----------------------------------------
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------------
Title: Executive Vice President - CFO
----------------------------------------
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------------
Title: Executive Vice President - CFO
----------------------------------------
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------------
Title: Executive Vice President - CFO
----------------------------------------
ML CBO IV (Cayman) Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------------
Title: Executive Vice President - CFO
----------------------------------------
ELF Funding Trust I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------------
Title: Executive Vice President - CFO
----------------------------------------
CYPRESS TREE INVESTMENT MANAGEMENT COMPANY,
INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-----------------------------------------
Title: Principal
----------------------------------------
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CYPRESS TREE INVESTMENT PARTNERS I, LTD.
By: Cypress Trees Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-----------------------------------------
Title: Principal
----------------------------------------
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxxxxx X. Zam
-------------------------------------------
Name: Xxxxxxxx X. Zam
-----------------------------------------
Title: Vice President
----------------------------------------
XXXXX XXX & FARNHAM CLO I LTD.,
By: Xxxxx Xxx & Xxxxxxx Incorporated,
As Portfolio Manager
By: /s/ Xxxxxxxx X. Zam
-------------------------------------------
Name: Xxxxxxxx X. Zam
-----------------------------------------
Title: Vice President
----------------------------------------
KZH CRESCENT 2 LLC
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
MOUNTAIN CAPITAL CLO I, LTD.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------------
Title: Director
----------------------------------------
ORIX FINANCIAL SERVICES, INC
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
ELC (CAYMAN) LTD. 1999 - II
By: /s/ Gene Pitley
-------------------------------------------
Name: Gene Pitley
-----------------------------------------
Title: Director
----------------------------------------
UNION BANK OF CALIFORNIA NA
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
00
XXXXXXX XXXXXXX HIGH INCOME INVESTMENTS, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxx X. Hask
-------------------------------------------
Name: Xxxx X. Hask, CFA
-----------------------------------------
Title: Vice President
----------------------------------------
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as investment Advisor
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------------
Title: Asst. Vice President
----------------------------------------
NATEXIS BANQUE
By: /s/ Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Xx.
-----------------------------------------
Title: Associate Vice President & Group
Manager
----------------------------------------
ARES III CLO LTD.
By: ARES CLO Management LLC,
Investment Manager
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
ARES IV CLO LTD.
By: ARES CLO Management IV, L.P.,
Investment Manager
By: ARES CLO XX XX, LLC,
Its Managing Member
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
14
ARES V CLO LTD.
By: ARES CLO Management V, L.P.,
Investment Manager
By: ARES CLO GP V, LLC,
Its Managing Member
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
ENDEAVOR
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
PB CAPITAL CORP. NY
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------------
Title: Associate Portfolio Manager
----------------------------------------
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------
Title: Managing Director Portfolio
Management
----------------------------------------
APEX (IDM) CDO I
By: /s/ Gene Pitley
-------------------------------------------
Name: Gene Pitley
-----------------------------------------
Title: Director
----------------------------------------
CYPRESSTREE INVESTMENT PARTNERS II
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-----------------------------------------
Title: Principal
----------------------------------------
ELC CAYMAN CDO SERIES 1999-1
By: /s/ Gene Pitley
-------------------------------------------
Name: Gene Pitley
-----------------------------------------
Title: Director
----------------------------------------
ELC CAYMAN LTD. 2000-1
By: /s/ Gene Pitley
-------------------------------------------
Name: Gene Pitley
-----------------------------------------
Title: Director
----------------------------------------
15
XXXXXXX & CO
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
XXXXXXX CLO 2001-01 LTD.
By: Bear Xxxxxx Asset Management
As Collateral Manager
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Title: Associate Director
----------------------------------------
XX XXXXXXX MARKET VALUE FUND
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
-----------------------------------------
Title: Authorized Signatory
----------------------------------------
KATONAH I, LTD.
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
KATONAH II, LTD.
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
---------------------------------------
KZH PAMCO LLC
By: /s/ Xxxxx Xxx
-------------------------------------------
Name: Xxxxx Xxx
-----------------------------------------
Title: Authorized Agent
----------------------------------------
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND, by Xxxxx Xxx &
Farnham Incorporated As Advisor
By: /s/ Xxxxxxxx X. Zam
-------------------------------------------
Name: Xxxxxxxx X. Zam
-----------------------------------------
Title: Vice President
----------------------------------------
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
As Investment Manager
By: /s/ Xxxx X. Xxxxxx, CPA
-------------------------------------------
Name: Xxxx X. Xxxxxx, CPA
-----------------------------------------
Title: Vice President
----------------------------------------
16
SRF 2000 LLC
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------------
Title: Asst. Vice President
----------------------------------------
SRV HIGHLAND
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------------
Title: Asst. Vice President
----------------------------------------
UPPER COLUMBIA CAPITAL CO.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------------
Title: Managing Director
-------------------------------
WHITNEY PRIVATE DEBT FUND, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
--------------------------------
Title: Authorized Signatory
----------------------------------------
SATELLITE SR. INCOME FUND II
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
17
SCHEDULE 1.1-A
PRICING SCHEDULE
===================== ================== ================== ================== ================== ==================
APPLICABLE MARGIN LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS LEVEL IV STATUS LEVEL V STATUS
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
Revolving Credit, 175 basis points 225 basis points 250 basis points 300 basis points 325 basis points
Term Loan A and
Interim Term Loan
Eurocurrency Rate
and Eurodollar Rate
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
Term Loan B and
Term Loan C
Eurocurrency Rate 375 basis points 375 basis points 375 basis points 400 basis points 400 basis points
and Eurodollar Rate
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
Revolving Credit,
Term Loan A and
Interim Term Loan 25 basis points 75 basis points 100 basis points 150 basis points 175 basis points
Floating Rate
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
Term Loan B and 225 basis points 225 basis points 225 basis points 250 basis points 250 basis points
Term Loan C
Floating Rate
===================== ================== ================== ================== ================== ==================
===================== ================== ================== ================== ================== ==================
APPLICABLE LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS LEVEL IV STATUS LEVEL V STATUS
COMMITMENT FEE RATE
===================== ================== ================== ================== ================== ==================
Commitment Fee 37.5 basis points 50 basis points 50 basis points 62.5 basis points 75 basis points
===================== ================== ================== ================== ================== ==================
18
===================== ================== ================== ================== ================== ==================
APPLICABLE MARGIN LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS LEVEL IV STATUS LEVEL V STATUS
FOR FACILITY LC
RATE
===================== ================== ================== ================== ================== ==================
Facility LC Fee 175 basis points 225 basis points 250 basis points 300 basis points 325 basis points
===================== ================== ================== ================== ================== ==================
For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:
"Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1(i) or (ii).
"Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is less than 2.75 to 1.00.
"Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status, and (ii) the Leverage Ratio
is less than 3.25 to 1.00.
"Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status, and (ii)
the Leverage Ratio is less than 3.75 to 1.00.
"Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status, Level II Status or Level III
Status, and (ii) the Leverage Ratio is less than 4.25 to 1.00.
"Level V Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status, Level III Status or Level IV Status.
"Status" means either Level I Status, Level II Status, Level III
Status, Level IV Status or Level V Status.
The Applicable Margin, the Applicable Facility LC Rate and Applicable
Commitment Fee Rate shall be determined in accordance with the foregoing table
based on the Borrower's Status as reflected in the then most recent Financials;
provided, however, effective on March 29, 2002 and until such time as the
Borrower delivers the Financials for the fiscal quarter ending June 30, 2002,
the Applicable Margin, the Applicable Facility LC Rate and Applicable Commitment
Fee Rate shall be determined in accordance with Level V Status. Adjustments, if
any, to the Applicable Margin, the Applicable Facility LC Rate or Applicable
Commitment Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 6.1, then the Applicable Margin, the Applicable Facility LC
Rate and Applicable Commitment Fee Rate shall be the highest Applicable Margin,
Applicable Facility LC Rate and Applicable Commitment Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.
19
EXHIBIT G-4
TERM LOAN C NOTE
$_______________ _________, 0000
Xxxxxxx, Xxxxxxxx
FOR VALUE RECEIVED, VENTURE HOLDINGS COMPANY LLC, a Michigan
limited liability company, and successor Borrower to Venture Holdings Trust (the
"Borrower"), hereby promises to pay to the order of _________________ (the
"Lender"), at the principal banking office of the Agent in lawful money of the
United States of America and in immediately available funds, the principal sum
of ______________ Dollars ($__________), or such lesser amount as is recorded in
the books and records of the Lender in the consecutive quarterly installments in
the amounts set forth in Section 2.9.5 of the Credit Agreement for the pro rata
benefit of the Term Loan C Lenders payable the dates set forth in Section 2.9.5
to and including the Term Loan C Maturity Date when the entire outstanding
principal amount of the Term Loan C evidenced hereby, and all accrued interest
thereon, shall be due and payable; and to pay interest on the unpaid principal
balance hereof from time to time outstanding, in like money and funds, for the
period from the date hereof until the Term Loan C evidenced hereby shall be paid
in full, at the rates per annum and on the dates provided in the Credit
Agreement referred to below.
The Lender is hereby authorized by the Borrower to record on
its books and records, the date and the amount of the Term Loan C, the
applicable interest rate and type and the duration of the related Interest
Period (if applicable), the amount of each payment or prepayment of principal
thereon, and the other information provided for in such books and records, which
books and records shall constitute prime facie evidence of the information so
recorded, provided, however, that any failure by the Lender to record any such
notation shall not relieve the Borrower of its obligation to repay the
outstanding principal amount of this Term Loan C, all accrued interest hereon
and any amount payable with respect hereto in accordance with the terms of this
Term Note and the Credit Agreement.
The Borrower and each endorser or guarantor hereof waive
presentment, protest, notice of dishonor and any other formality in connection
with this Term Note. Should the indebtedness evidenced by this Term Note or any
part thereof be collected in any proceeding or be placed in the hands of
attorneys for collection, the Borrower agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collection this Term Note, including attorneys' fees and expenses.
This Term Note evidences a Term Loan C made under a Credit
Agreement, dated as of May 27, 1999 (as amended or modified from time to time,
the "Credit Agreement"), by and among the Borrower, the lenders (including the
Lender) named therein and Bank One, NA, formerly known as The First National
Bank of Chicago, as administrative agent for the lenders, to which reference is
hereby made for a statement of the circumstances under which this Term Note is
subject to prepayment and under which its due date may be accelerated and a
description of the collateral and security securing this Term Note. Capitalized
terms used but not defined in this Term Note shall have the respective meanings
assigned to them in the Credit Agreement.
20
This Term Note is made under, and shall be governed by and
construed in accordance with, the laws of the State of Michigan in the same
manner applicable to contracts made and to be performed entirely within such
State and without giving effect to choice of law principles of such State.
VENTURE HOLDINGS COMPANY LLC
By: ____________________________________
It's ____________________________________
21
EXHIBIT M
JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of ___________, 2002, is
entered into by __________________ (the "Term Loan C Lender") pursuant to the
Credit Agreement dated as of May 27, 1999 (as amended, the "Credit Agreement")
among Venture Holdings Company LLC, as successor Borrower to Venture Holdings
Trust (the "Borrower"), the lenders named therein (the "Lenders") and Bank One,
NA, as administrative agent for the Lenders (the "Administrative Agent")
RECITALS:
A. Pursuant to Section 8.2 of the Credit Agreement, the
parties to this Joinder Agreement wish to designate Term Loan C Lender as a Term
Loan C Lender under the Credit Agreement in the manner hereinafter set forth.
B. This Joinder Agreement is entered into pursuant to the
Credit Agreement.
AGREEMENT:
In consideration of the premises, the parties hereto hereby
agree as follows:
1. The Term Loan C Lender hereby agrees to: (a) agrees
to join the Credit Agreement and the other Loan Documents as a Term Loan C
Lender as of _________, 2002 (the "Term Loan C Effective Date"), (b)
acknowledges and agrees that its Term Loan C Commitment is $______________, (c)
subject to the terms and conditions in the Credit Agreement, agrees to fund its
Term Loan C on the Term Loan C Effective Date, (d) agrees to be bound by, and
hereby ratifies and confirms, all covenants, agreements, consents, submissions,
appointments, acknowledgments and other terms and provisions attributable to a
Term Loan C Lender in the Credit Agreement and the other Loan Documents; and (e)
agrees to perform all obligations required of it as a Term Loan C Lender by the
Credit Agreement and the other Loan Documents.
2. The Term Loan C Lender (i) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements referred to in Section 5.4 and 6.1 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder Agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Administrative
Agent to take such action as contractual representative on its behalf and to
exercise such powers and discretion under the Loan Documents as are delegated to
the Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (iv) if the Term Loan C
Lender is organized under the laws of a jurisdiction outside the United States,
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying as to the Term Loan C Lender's status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to the Term Loan C Lender under the Loan Documents or such
other documents or taken such other action to comply with Section 3.6.2 of the
Credit Agreement.
3. Upon such acceptance of this Joinder Agreement by the
Administrative Agent, as of the date hereof, the Term Loan C Lender shall be a
party to the Credit Agreement and, to the extent provided in this Joinder
Agreement, have the rights (subject to the Term Loan C Lender funding its Term
Loan C) and obligations of a Term Loan C Lender thereunder and under the other
Loan Documents.
4. Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Credit Agreement.
5. This Joinder Agreement shall be governed by, and
construed in accordance with, the laws of the State of Michigan.
6. The address and other administrative information for
the Term Loan C Lender is set forth in Schedule A to this Joinder Agreement.
22
7. This Joinder Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Administrative Agent and the Term Loan
C Lender have caused this Joinder Agreement to be executed by their officers
thereunto duly authorized as of the date hereof.
[Term Loan C Lender]
By:
-----------------------------
Print Name:
----------------------
Title:
--------------------------
Consented to and accepted ______, 2002:
BANK ONE, NA,
as Administrative Agent
By:
--------------------------------------------------
Print Name:
------------------------------------------
Title:
-----------------------------------------------
23
SCHEDULE A
ADMINISTRATIVE INFORMATION
24
