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EXHIBIT 4.11
SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 3, 1998 (this
"Amendment"), to the Second Amended and Restated Credit Agreement, dated as of
June 5, 1997 (as the same may be further amended, amended and restated,
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.
(f/k/a Circo Craft Co. Inc.), a Quebec corporation (the "Canadian Borrower"),
PCB Investments plc, a corporation organized under the laws of England and
Wales ("English Bidco"), Viasystems Holdings Limited (f/k/a Forward Group Plc),
a corporation organized under the laws of England and Wales (the "English
Borrower"), Chips Acquisition Limited, a private limited company organized
under the laws of England and Wales ("Chips Limited"), Viasystems II Limited
(f/k/a Interconnection Systems (Holdings) Limited), a private limited company
organized under the laws of England and Wales ("ISL" and together with the
Canadian Borrower, English Bidco, the English Borrower, Chips Limited and any
Future Foreign Subsidiary Borrower, the "Foreign Subsidiary Borrowers"), the
several banks and other financial institutions from time to time parties to
thereto (the "Lenders"), The Chase Manhattan Bank of Canada ("Chase Canada"),
as administrative agent for the Canadian Lenders (in such capacity, the
"Canadian Agent"), Chase Manhattan International Limited, as administrative
agent for the English Lenders (in such capacity, the "English Agent"), any
Future Foreign Agent which may from time to time be appointed thereunder and
The Chase Manhattan Bank ("Chase"), as administrative agent for the Lenders (in
such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, Holdings, the US Borrower and the Foreign Subsidiary
Borrowers have requested that the Lenders, and the Lenders have agreed to,
amend certain provisions of the Credit Agreement, upon the terms and subject to
the conditions set forth below to allow (i) the incurrence of up to
$125,000,000 of additional Senior Subordinated Indebtedness of the US Borrower
to finance Permitted Acquisitions, (ii) the consummation of certain Permitted
Acquisitions, (iii) an increase in the unused Permitted Acquisition limit
(after giving effect to the contemplated acquisitions) to approximately
$150,000,000, (iv) an increase in the US Revolving Credit Commitments of
$25,000,000, (v) a portion of the Chips Revolving Credit Commitments to be
available to certain Foreign Subsidiary Borrowers on a multicurrency basis as
agreed by the lenders providing the same, (vi) to provide a new $70,000,000
Additional US Term Loan, and (vii) certain other amendments set forth herein;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:
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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. Defined Terms. Subsection 1.1 of the Credit
Agreement is hereby amended by (a) deleting the definitions of "Available
Revolving Credit Commitment", "Borrowing Date", "Chips Revolving Credit
Commitment", "Consolidated Total Debt", "Future Acquisition Documents", "US
Lenders" and "US Term Loan Lenders" appearing therein in its entirety and
substituting in lieu thereof the following new definitions:
"'Available Revolving Credit Commitment': as to any Specified
Revolving Credit Lender, with respect to any Specified Borrower at any
time, an amount equal to the excess, if any, of (a) the amount of such
Specified Revolving Credit Lender's Specified Revolving Credit
Commitment over (b) the aggregate of (i) the aggregate unpaid
principal amount at such time of all Specified Revolving Credit Loans
made by such Specified Revolving Credit Lender, (ii) an amount equal
to such Specified Revolving Credit Lender's Specified Revolving Credit
Commitment Percentage of the aggregate unpaid principal amount at such
time of all Specified Swing Line Loans of the Specified Borrower,
(iii) an amount equal to such Specified Revolving Credit Lender's
Specified Revolving Credit Commitment Percentage of the Specified
Accommodation Outstandings of the Specified Lender at such time and
(iv) if such Specified Revolving Credit Lender is a Multicurrency
Lender and such Specified Borrower is ISL, its aggregate Multicurrency
Exposures in respect of all Multicurrency Borrowers, collectively, as
to all the Specified Revolving Credit Lenders, the "Available
Revolving Credit Commitments."
"'Borrowing Date': any Business Day specified in a notice
pursuant to subsection 2.2, 2.5(e), 2.5(f), 2.6(f) or 2.15 as a date
on which the Specified Borrower requests the Specified Lenders to make
Specified Loans hereunder."
"'Chips Revolving Credit Commitment': as to any English
Revolving Credit Lender, its obligation to make Chips Revolving Credit
Loans to ISL pursuant to subsection 2.1 and to participate in
Specified Accommodations in an aggregate Equivalent Amount (together
with, if such Lender is also a Multicurrency Lender, its Specified
Multicurrency Exposure) not to exceed at any one time outstanding the
amount set forth opposite such English Revolving Credit Lender's name
in Schedule 1.1 under the heading "Chips Revolving Credit Commitment",
as such amount may be reduced from time to time as provided herein;
collectively, as to all the English Revolving Credit Lenders, the
"Chips Revolving Credit Commitments'."
"'Consolidated Total Debt': at a particular date, with
respect to US Borrower, the aggregate principal amount of Indebtedness
under this Agreement, Financing Leases, purchase money Indebtedness,
the Senior Subordinated Indebtedness, and any other Indebtedness for
borrowed money of the US Borrower and its Subsidiaries at such date in
conformity with GAAP, provided, that any cash collateral applied to
secure the
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reimbursement obligations of the US Borrower under the Chips Letter of
Credit, pursuant to subsections 2.5(c) or (d) or 2.10(d) shall be
subtracted from the calculation of Consolidated Total Debt; and
provided further, that any cash collateral securing Domestic
Obligations of the US Borrower as required by subsection 8.2(q) shall
be subtracted from the calculation of Consolidated Total Debt only as
it applies to the calculation of Consolidated Total Debt to
Consolidated EBITDA under subsection 8.1(c)."
"'Future Acquisition Documents': any documents evidencing a
Permitted Acquisition that are required to be furnished to the
Administration Agent pursuant to subsection 8.9(k) or any other
acquisition permitted in any amendment hereto."
"'US Lenders': Lenders holding US Term Loans or US Revolving
Credit Commitments.
"'US Term Loan Lenders': the collective reference to the
Tranche A Term Loan Lenders, the Tranche B Term Loan Lenders, the
Tranche C Term Loan Lenders and the Additional US Term Loan Lenders."
(b) Deleting the first table appearing in the definition of
"Applicable Margin" and substituting therefor the following new table:
Base Rate Loans
Type Applicable Margin
---- -----------------
Tranche A Term Loans 1.50%
Additional US Term Loans 1.75%
Tranche B Term Loans 2.00%
Tranche C Term Loans 2.50%
Revolving Credit Loans
(including Swing Line Loans) 1.50%
Eurocurrency Loans and B/As
Type Applicable Margin
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Tranche A Term Loans 2.50%
Additional US Term Loans 2.75%
Tranche B Term Loans 3.00%
Tranche C Term Loans 3.50%
Revolving Credit Loans
(including Letters of Credit and
Accommodations) 2.50%
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Facility Fee; Commitment Fee Applicable Margin
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0.50%
(c) Inserting the following new sentence to the end of the
definition of "Joinder Agreement':
"Any Joinder Agreement which provides solely for a Multicurrency
Borrower in the form of Exhibit C to the Additional US Term Loan
Amendment need not be executed by the Required Lenders or any existing
Specified Agent other than the Administrative Agent."
(d) Inserting the following new definitions in the proper
alphabetical order:
"'Additional US Term Loan': as to any Additional US Term Loan
Lender, its term loan to the US Borrower described in subsection
2.5(f), which shall be a US Term Loan for all purposes of this
Agreement and the other Loan Documents."
"'Additional US Term Loan Amendment': the Second Amendment,
dated as of February 3, 1998, to this Agreement.
"'Additional US Term Loan Commitment': as to any Additional
US Term Loan Lender, its obligation to make Additional US Term Loans
pursuant to subsection 2.5(f) in an aggregate amount not to exceed the
amount opposite such Additional US Term Loan Lender's name in Schedule
I to the Additional US Term Loan Amendment under the heading
'Additional US Term Loan Commitment'; collectively, as to all
Additional US Term Loan Lenders, the 'Additional US Term Loan
Commitments.'"
"'Additional US Term Loan Lenders': the Lenders listed in
Schedule I to the Additional US Term Loan Amendment which shall be US
Term Loan Lenders for all purposes of this Agreement and the other
Loan Documents."
"'Multicurrency Borrower': any Future Foreign Subsidiary
Borrower which is party to a Joinder Agreement, substantially in the
form of Exhibit C to the Additional US Term Loan Amendment expressly
providing that such Future Foreign Subsidiary Borrower shall be a
Multicurrency Borrower."
"'Multicurrency Exposure': as to any Multicurrency Lender with
respect to any Multicurrency Borrower, the sum of (i) the aggregate
unpaid principal Equivalent Amount at such time of all Specified
Revolving Credit Loans made by such Multicurrency Lender (or its
Affiliate or branch) to such Multicurrency Borrower, (ii) an amount
equal to the Equivalent Amount of such Multicurrency Lender's (or its
Affiliate or branch's) Specified Revolving Credit Commitment
Percentage of the aggregate unpaid principal amount at such time of
all Specified Swing Line Loans of such Multicurrency Borrower and
(iii) an amount equal to the Equivalent Amount of
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such Specified Multicurrency Lender's (or its Affiliate or branch's)
Specified Revolving Credit Commitment Percentage of the Specified
Accommodation Outstandings of such Multicurrency Lender in respect of
such Multicurrency Borrower at such time;"
"'Multicurrency Lender': as to any Multicurrency Borrower,
any English Revolving Credit Lender having a Chips Revolving Credit
Commitment and which has (or has an Affiliate or branch which has) a
Specified Future Foreign Subsidiary Revolving Credit Commitment."
"'Multicurrency Percentage': as to any English Revolving
Credit Lender with respect to any borrowing of Chips Revolving Credit
Loans, a percentage equal to the percentage which such English
Revolving Credit Lender's Specified Available Revolving Credit
Commitment constitutes of the aggregate Available Revolving Credit
Commitments under the Chips Revolving Credit Commitments after giving
effect to the application of the proceeds of such Chips Revolving
Credit Loans."
SECTION 3. Amendment of Subsection 2.1(d). Subsection 2.1(d)
is hereby amended by deleting the first sentence thereof in its entirety and
substituting therefore the following new sentence:
"Subject to the terms and conditions hereof, each Specified Revolving
Credit Lender severally agrees to maintain its Existing Revolving
Credit Loans and to make additional Revolving Credit Loans to the
related Specified Borrower from time to time during the Specified
Revolving Credit Commitment Period in an aggregate principal amount or
Equivalent Amount thereof in the relevant currency, if applicable, at
any one time outstanding, when added to (i) such Specified Lender's
Specified Revolving Credit Commitment Percentage of all Specified
Accommodation Outstandings and outstanding Specified Swing Line Loans,
(ii) if such Specified Revolving Credit Lender is a Multicurrency
Lender, its aggregate Multicurrency Exposure and (iii) Indebtedness
under subsection 8.2(n)(ii) in the case of the US Borrower, not to
exceed the amount of such Specified Lender's Specified Revolving
Credit Commitment."
SECTION 4. Amendment of Subsection 2.2. Subsection 2.2 is
hereby amended by adding to the end thereof the following:
"Notwithstanding anything herein to the contrary, each English
Revolving Credit Lender's pro rata share of any Chips Revolving Credit
Loan shall be equal to such English Revolving Credit Lender's
Multicurrency Percentage."
SECTION 5. Amendment of Subsection 2.3(a). Subsection 2.3(a)
is hereby amended by adding to the end thereof the following:
"Notwithstanding the foregoing, no commitment fee shall be payable in
respect of any Revolving Credit Commitment to any Multicurrency
Borrower"
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SECTION 6. Amendment of Subsection 2.5. Subsection 2.5 of
the Credit Agreement is hereby amended by adding thereto the following new
clause (f):
"(f) Additional US Term Loan Lenders' Commitments. (i)
Subject to (x) the terms and conditions hereof and (y) receipt by the
US Borrower subsequent to the effective date of the Additional US Term
Loan Amendment of gross cash proceeds of at least $100,000,000 from
the issuance of additional Senior Subordinated Indebtedness and net
cash proceeds of at least $50,000,000 from the issuance of its common
equity to Holdings to finance Permitted Acquisitions, each Additional
US Term Loan Lender severally agrees to make Additional US Term Loans
on a Business Day subsequent to the effective date of the Additional
US Term Loan Amendment and prior to May 1, 1998, in an amount not to
exceed the amount set forth opposite such Additional US Term Loan
Lender's name on Schedule I to the Additional US Term Loan Amendment.
(ii) Amortization of Additional US Term Loans. The
aggregate Additional US Term Loans of all the Additional US Term Loan
Lenders shall be payable in thirteen (13) consecutive semi-annual
installments on the dates and in a principal amount equal to the
amounts set forth in subsection 2.5(f) (ii) below (together with all
accrued interest thereon) opposite the applicable installment date
(or, if less, the aggregate amount of all the Additional US Term Loans
then outstanding).
Installment Amount
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June 30, 1998 $250,000
December 31, 1998 $250,000
June 30, 1999 $250,000
December 31, 1999 $250,000
June 30, 2000 $250,000
December 31, 2000 $250,000
June 30, 2001 $250,000
December 31, 2001 $250,000
June 30, 2002 $250,000
December 31, 2002 $250,000
June 30, 2003 $15,000,000
December 31, 2003 $15,000,000
March 31, 2004 $37,500,000
(iii) Procedure for Additional US Term Loan Borrowings. The
US Borrower shall give the Administrative Agent irrevocable notice by
12:00 Noon New York City time one Business Day proceeding the
requested Borrowing Date requesting that the
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Additional US Term Loan Lenders make the Additional US Term Loans on a
Business Day subsequent to the effective date of the Additional US
Term Loan Amendment and prior to May 1, 1998. Upon receipt of any
such notice from the US Borrower, the Administrative Agent shall
promptly notify each Additional US Term Loan Lender thereof. Each
Additional US Term Loan Lender will make the amount of its pro rata
share of such borrowing available to the Administrative Agent for the
account of the US Borrower at the office of the Administrative Agent
specified in subsection 12.2 for same day value on the Borrowing Date
requested by the US Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to
the US Borrower at its account with the Administrative Agent
maintained at such office. The Additional US Term Loan shall
initially be made as Base Rate Loans.
(iv) Commitment Fee. The US Borrower agrees to pay to the
Administrative Agent for the account of each Additional US Term Loan
Lender a commitment fee for the period from and including the
effective date of the Additional US Term Loan Amendment to the earlier
of the drawdown of the Additional US Term Loans and May 1, 1998,
computed at a rate per annum equal to the Applicable Margin for
Commitment Fees on the Additional US Term Loan Commitment of such
Additional US Term Loan Lender, payable in arrears on the earlier of
the drawdown of the Additional US Term Loans and May 1, 1998."
SECTION 7. Amendment of Section 2.8(a). Subsection 2.8(a) of
the Credit Agreement is hereby amended by (a) deleting the word "and"
immediately prior to clause (vii), (b) deleting "and (ix)" and (c) inserting
the following in lieu thereof:
", (ix) each Additional US Term Loan Lender, such Specified Lender's
Ratable Portion of the amounts specified in subsection 2.5(f)(ii) (or,
if less, the aggregate amount of the Additional US Term Loans of such
Specified Lender then outstanding), on the dates specified in
subsection 2.5(f)(ii) (or such earlier date on which the Additional US
Term Loans become due and payable pursuant to Section 9) and (x)".
SECTION 8. Amendment of Subsection 2.9. Subsection 2.9(ii)
of the Credit Agreement is hereby amended by (a) deleting "or (7)" and (b)
inserting the following in lieu thereof:
"(7) Additional US Term Loans, or (8)".
SECTION 9. Amendment to Subsection 5.20(a). Subsection
5.20(a) of the Agreement is hereby amended by inserting immediately after the
words "any other Person" the following:
"other than Liens permitted hereby".
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SECTION 10. Amendment to Subsection 5.20(c). Subsection
5.20(c) of the Agreement is hereby amended by deleting the first word thereof
and inserting the following in lieu thereof:
"As of the Chips Closing Date, the".
SECTION 11. Amendment of Subsection 7.10. Subsection 7.10 of
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and substituting therefor the following:
"7.10 Pledge of After Acquired Property. If at any time
following the Chips Closing Date the US Borrower or any of its
Subsidiaries (other than any Foreign Subsidiary) shall acquire at any
time property of any nature whatsoever with a monetary value on the
date of such acquisition in excess of the Equivalent Amount of
$1,000,000 in the aggregate, the US Borrower and any such Subsidiary
shall grant to the Collateral Agent for the ratable benefit of the
Secured Parties a first priority or first ranking Lien on and security
interest in such property as collateral security for the Obligations
pursuant to documentation reasonably satisfactory to the Collateral
Agent and take such actions as the Collateral Agent shall reasonably
require to ensure the priority and perfection of such Lien, provided
that (i) only 65% of the voting Capital Stock of any direct Foreign
Subsidiary of International Holdings need be so pledged, (ii) with
respect to real or immovable property, only fee owned real estate or
immovable property in excess of $1,000,000 need be mortgaged, and
(iii) property subject to a Lien permitted by subsection 8.3(h) or
falling within 8.14(a)(ii) need not be so pledged.
SECTION 12. Amendment to Subsection 7.12. Subsection 7.12 of
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and substituting therefor the following:
"7.12 Additional Subsidiaries. If, at any time, any
Specified Borrower or any of its Subsidiaries shall form any new
Subsidiary after the date of this Agreement (this subsection not
constituting authority to form a Subsidiary), such Specified Borrower
or such Subsidiary, as the case may be, shall, subject to applicable
Requirements of Law and the absence of adverse tax consequences (i) if
such Subsidiary is a Domestic Subsidiary of Holdings, cause such new
Subsidiary to guarantee the Domestic Obligations, (ii) cause each
holder of any Capital Stock of such Subsidiary to pledge 100% of such
Capital Stock to the Specified Agent which shall be accompanied by
such resolutions, incumbency certificates and legal opinions as are
reasonably requested by the Specified Agent and (iii) if such
Subsidiary is a Future Foreign Subsidiary Borrower cause 100% of the
Capital Stock of such Future Foreign Subsidiary Borrower to be pledged
to the Specified Agent to secure the Obligations of such Future
Foreign Subsidiary Borrower; provided, that (x) except as provided in
clause (iii) in the event such Subsidiary is a direct Foreign
Subsidiary of International Holdings, only 65% of the voting Capital
Stock of such Foreign Subsidiary need be pledged to the Collateral
Agent and (y) no voting Capital Stock of any indirect Foreign
Subsidiary of
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International Holdings need be so pledged unless such Foreign
Subsidiary is also a direct Subsidiary of a Foreign Subsidiary
Borrower and such pledge is only to secure the Specified Obligations
of such Foreign Subsidiary Borrower, in which case the foregoing shall
be complied with, subject to applicable Requirements of Law.
SECTION 13. Amendment of Subsection 7.15. Subsection 7.15 is
hereby amended by (a) deleting "$50,000,000" appearing in clause (i) and
substituting therefor "$75,000,000" and (b) adding to the end thereof the
following new sentence:
"Use the proceeds of the Additional US Term Loans solely to finance
Permitted Acquisitions, provided that up to $20,000,000 of such
proceeds may be used to repay outstanding English Revolving Credit
Loans and/or Chips Revolving Credit Loans."
SECTION 14. Amendment to Subsection 8.1. Subsection 8.1 is
hereby amended by deleting such subsection in its entirety and substituting
therefor the following:
"(a) Interest Coverage. Permit the Interest Coverage Ratio
of US Borrower for any period of four consecutive calendar quarters
ending at the end of the calendar quarters set forth below to be less
than the ratio set forth opposite such calendar quarter below:
Calendar Quarter Interest Coverage Ratio
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1997 4th 1.75 to 1.00
1998 1st 1.80 to 1.00
2nd 1.90 to 1.00
3rd 2.00 to 1.00
4th 2.00 to 1.00
1999 1st 2.05 to 1.00
2nd 2.10 to 1.00
3rd 2.15 to 1.00
4th 2.20 to 1.00
2000 1st 2.25 to 1.00
2nd 2.30 to 1.00
3rd 2.40 to 1.00
4th 2.50 to 1.00
2001 1st 2.55 to 1.00
2nd 2.60 to 1.00
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Calendar Quarter Interest Coverage Ratio
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3rd 2.65 to 1.00
4th 2.75 to 1.00
2002 1st 2.80 to 1.00
2nd 2.85 to 1.00
3rd 2.90 to 1.00
4th 3.00 to 1.00
2003 1st 3.00 to 1.00
2nd 3.00 to 1.00
3rd 3.00 to 1.00
4th 3.00 to 1.00
2004 1st 3.00 to 1.00
2nd 3.00 to 1.00
3rd 3.00 to 1.00
4th 3.00 to 1.00
(b) Maintenance of Consolidated EBITDA. Permit Consolidated
EBITDA of Holdings for any period of four consecutive calendar
quarters ending at the end of the calendar quarters set forth below to
be less than the amount set forth opposite such calendar quarter
below:
Calendar Quarter Amount
---------------- ------
1997 4th $124,000,000
1998 1st 150,000,000
2nd 162,000,000
3rd 179,000,000
4th 191,000,000
1999 1st 200,000,000
2nd 210,000,000
3rd 220,000,000
4th 230,000,000
2000 1st 235,000,000
2nd 240,000,000
3rd 250,000,000
4th 260,000,000
2001 1st 265,000,000
2nd 270,000,000
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Calendar Quarter Amount
---------------- ------
3rd 280,000,000
4th 285,000,000
2002 1st 290,000,000
2nd 295,000,000
3rd 300,000,000
4th 300,000,000
2003 1st 300,000,000
2nd 300,000,000
3rd 300,000,000
4th 300,000,000
2004 1st 300,000,000
2nd 300,000,000
3rd 300,000,000
4th 300,000,000
(c) Maintenance of Consolidated Total Debt to Consolidated
EBITDA. Permit the ratio of Consolidated Total Debt of Holdings and
its Subsidiaries to Consolidated EBITDA of Holdings and its
Subsidiaries for any period of four consecutive calendar quarters
ending at the end of the calendar quarters set forth below to be
greater than the ratio set forth opposite such calendar quarter below;
provided that for the purposes of determining the ratio for (i) the
period of four consecutive calendar quarters ending at December 31,
1997, Consolidated EBITDA of Holdings and its Subsidiaries for the
first and second calendar quarter of 1997 shall be deemed to be
$51,800,000 and (ii) for any period of four consecutive calendar
quarters ending at March 31, June 30, September 30 or December 31,
1998, Consolidated EBITDA of Holdings and its Subsidiaries for each
calendar quarter ending prior to or on March 31, 1998 shall be deemed
to be the sum of the actual Consolidated EBITDA of Holdings and its
subsidiaries plus $9,000,000, which represents an approximation of the
EBITDA of the Permitted Acquisitions contemplated to be made in
connection with the Additional US Term Loan Amendment:
Fiscal Year Ratio
----------- -----
1997 4th 5.50 to 1.00
1998 1st 5.80 to 1.00
2nd 5.80 to 1.00
3rd 5.80 to 1.00
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Fiscal Year Ratio
----------- -----
4th 5.60 to 1.00
1999 1st 5.60 to 1.00
2nd 5.60 to 1.00
3rd 5.55 to 1.00
4th 5.50 to 1.00
2000 1st 5.35 to 1.00
2nd 5.15 to 1.00
3rd 4.90 to 1.00
4th 4.75 to 1.00
2001 1st 4.70 to 1.00
2nd 4.65 to 1.00
3rd 4.60 to 1.00
4th 4.50 to 1.00
2002 1st 4.45 to 1.00
2nd 4.40 to 1.00
3rd 4.35 to 1.00
4th 4.25 to 1.00
2003 1st 4.20 to 1.00
2nd 4.15 to 1.00
3rd 4.10 to 1.00
4th 4.00 to 1.00
2004 1st 4.00 to 1.00
2nd 4.00 to 1.00
3rd 4.00 to 1.00
4th 4.00 to 1.00".
SECTION 15. Amendment to Subsection 8.2(b). Subsection
8.2(b) of the Credit Agreement is hereby amended by (a) deleting "$15,000,000"
and (b) inserting "$20,000,000".
SECTION 16. Amendment to Subsection 8.2(c). Subsection
8.2(c) of the Credit Agreement is hereby amended by deleting the words
"outstanding on the Chips Closing Date and".
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SECTION 17. Amendment to Subsection 8.2(e). Subsection
8.2(e) of the Credit Agreement is hereby amended by (a) deleting "$25,000,000"
and (b) inserting "$30,000,000".
SECTION 18. Amendment to Subsection 8.2(k). Subsection
8.2(k) of the Credit Agreement is hereby amended by (a) deleting "$35,000,000"
and (b) inserting "$42,500,000".
SECTION 19. Amendment to Subsection 8.2(o). Subsection
8.2(o) of the Credit Agreement is hereby amended by (a) deleting "$10,000,000"
and (b) inserting "$12,500,000".
SECTION 20. Amendment to Subsection 8.2(q). Subsection 8.2
of the Credit Agreement is hereby amended by deleting clause (q) therefrom in
its entirety and substituting in lieu thereof the following:
"(q) unsecured Senior Subordinated Indebtedness of the US
Borrower not to exceed $525,000,000 in the aggregate including any
permanent refinancing of the Senior Subordinated Financing so long as
any Net Cash Proceeds of such refinancing after giving effect thereto
are applied in accordance with subsection 2.10; provided that (x) any
portion of such Indebtedness in excess of $400,000,000 shall only be
used to finance Permitted Acquisitions (or to reimburse Revolving
Loans utilized to finance Permitted Acquisitions) and pending such
Permitted Acquisitions the Net Cash Proceeds thereof shall be held in
a cash collateral account securing the Domestic Obligations of the US
Borrower in the sole dominion and control of the Administrative Agent
pursuant to documents as are customary and reasonably acceptable to
the Administrative Agent and the US Borrower and (ii) any amount in
such cash collateral account on May 1, 1998 which has not been applied
to finance a Permitted Acquisition is applied irrevocably and
permanently to the outstanding Term Loans in accordance to subsection
2.10(d); ".
SECTION 21. Amendment to Subsection 8.2(t). Subsection
8.2(t) of the Credit Agreement is hereby amended by deleting clause (t)
therefrom in its entirety and substituting in lieu thereof the following:
"(t) Indebtedness arising from agreements with Governmental
Authorities of any foreign country, or political subdivision or agency
thereof, relating to the construction of plants and the purchase and
installation (including related training costs) of equipment to be
used in a Related Business; provided that such Indebtedness (i) has a
maturity in excess of 91 days from June 30, 2005 and (ii) in the
aggregate does not exceed $50,000,000 or the Equivalent Amount; and".
SECTION 22. Amendment to Subsection 8.3(g). Subsection
8.3(g) of the Credit Agreement is hereby amended by deleting the words "in
existence on the Chips Closing Date".
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SECTION 23. Amendment to Subsection 8.3(q). Subsection 8.3
of the Credit Agreement is hereby amended by deleting clause (q) therefrom in
its entirety and substituting in lieu thereof the following:
"(q) Liens on property financed thereby securing grants and
Indebtedness permitted under subsection 8.2(t)."
SECTION 24. Amendment to Subsection 8.4(b). Subsection
8.4(b) of the Credit Agreement is hereby amended by deleting the words "in
existence on the Chips Closing Date".
SECTION 25. Amendment to Subsection 8.4. Subsection 8.4 of
the Credit Agreement is hereby amended by (a) deleting the word "and" in
subsection 8.4(h) and (b) inserting the following new words and punctuation
immediately after the words "subsection 8.2(s)" in subsection 8.2(i):
"; and (j) Guarantee Obligations of Holdings or its
Subsidiaries in respect of the incurrence of grants and Indebtedness
permitted under subsection 8.2(t)".
SECTION 26. Amendment to Subsection 8.8. Subsection 8.8 of
the Credit Agreement is hereby amended by deleting the table appearing therein
and substituting therefor the following:
"Fiscal Year Amount
----------- ------
1997 $115,000,000
1998 $145,000,000
1999 $125,000,000
2000 and thereafter $125,000,000".
SECTION 27. Amendment to Subsection 8.9(e). Subsection
8.9(e) of the Credit Agreement is hereby amended by deleting the words "in
existence on the Chips Closing Date and".
SECTION 28. Amendment to Subsection 8.9(k). Subsection 8.9
of the Credit Agreement is hereby amended by deleting clause (k) therefrom in
its entirety and substituting in lieu thereof the following:
"(k) so long as after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, Investments
after the Chips Closing Date by Subsidiaries of Holdings resulting
from Permitted Acquisitions in an aggregate amount (which may
additionally include Indebtedness permitted by subsections 8.2(m) and
8.2(q)(x)) not to exceed the sum of (A) the amount of $315,000,000
(provided that the amount in excess of $100,000,000 shall only be
available from and after the date of receipt by the US Borrower
subsequent to the effective date of the Additional US Term
15
15
Loan Amendment of gross cash proceeds of at least $100,000,000 from
the issuance of additional Senior Subordinated Indebtedness and net
cash proceeds of at least $50,000,000 from the issuance of its common
equity to Holdings to finance Permitted Acquisitions); and (B) the
amount of common stock of Holdings issued subsequent to the Chips
Closing Date in connection with Permitted Acquisitions and (C) the
portion of Excess Cash Flow for all prior fiscal years commencing with
1997 retained by Holdings and not utilized pursuant to subsection
8.8(c) or the last sentence of this subsection 8.9, provided, that (i)
the Administrative Agent shall have received, at least fifteen (15)
days prior to such Permitted Acquisition, (I) such opinions (including
with respect to environmental matters), certificates and copies of
related agreements and documents as it shall reasonably request and
(II) a certificate of a Responsible Officer of Holdings after giving
effect to such Permitted Acquisition showing the aggregate purchase
price (including the assumption of any Indebtedness) for Permitted
Acquisitions made by Holdings and its Subsidiaries since the Chips
Closing Date, (ii) such actions as may be required or reasonably
requested to ensure that the Specified Agent, for the ratable benefit
of the Specified Lenders, has a perfected first priority security
interest or first ranking hypothec in any assets required to be
secured pursuant to subsections 7.10 and 7.12 or any other Loan
Document, subject to Liens permitted by subsection 8.3, shall have
been taken and (iii) (I) on a pro forma basis for the period of four
consecutive fiscal quarters most recently ended (assuming the
consummation of such Permitted Acquisition and the incurrence or
assumption of any Indebtedness in connection therewith occurred on the
first day of such period of four consecutive fiscal quarters),
Holdings shall be in compliance with the covenants contained in
subsection 8.1 and (II) the Administrative Agent shall have received
calculations in reasonable detail reasonably satisfactory to it
showing compliance with the requirements of this clause (iii)
certified by a Responsible Officer of Holdings;"
SECTION 29. Amendment to Subsection 11.6(D). Subsection
11.6(D) is hereby amended by deleting the words "and (D)" and substituting in
lieu thereof the following:
"(D) as permitted by subsections 8.3(b), (e), (i), (k) and (m),
8.4(e), (f), (g) and (j) and 8.9(c), (d) and (f) and Schedules 8.2,
8.3, 8.4 and 8.9 and (E)".
SECTION 30. Amendment of Schedule 1.1. The US Revolving
Credit Commitments of the US Revolving Credit Lenders are hereby amended as set
forth in Schedule II attached hereto. In connection with such amendment, on
the effective date of this Amendment, the Administrative Agent shall adjust the
outstanding US Revolving Credit Loans and Specified Participating Interests of
the US Revolving Credit Lenders so that each US Revolving Credit Lender's
percentage of the outstanding US Revolving Credit Loans and Specified
Participating Interests shall equal its Specified Revolving Credit Commitment
Percentage. To facilitate such adjustment, each US Revolving Credit Lender
whose US Revolving Credit Commitment is being increased will make such payments
to the Administrative Agent, for the account of the other US Revolving Credit
Lenders, as the Administrative Agent determines is necessary to effect such
adjustment.
16
16
SECTION 31. Amendments of Schedules 8.2, 8.3, 8.4 and 8.9 and
the Administrative Schedule. (a) Schedules 8.2, 8.3, 8.4 and 8.9 are hereby
amended to read in their respective entireties as set forth in Schedules III,
IV, V and VI attached hereto, respectively.
(b) Section IV of the Administrative Schedule is hereby
amended by deleting "$15,000,000" appearing in the first sentence thereof
relating to the US Borrower and substituting therefor "$40,000,000".
SECTION 32. Representations and Warranties. After giving
affect 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 the representations and warranties set forth in Section 5
of the Credit Agreement 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 33. Conditions to Effectiveness. This Amendment
shall become effective upon receipt by the Administrative Agent by no later
than February 12, 1998 of:
(a) Amendment. Counterparts of this Amendment, duly executed
and delivered by Holdings, the US Borrower, the Foreign Subsidiary Borrowers,
the majority of the English Revolving Credit Lenders who hold the Chips
Revolving Credit Commitments, the Additional US Term Loan Lenders, the Lenders
whose US Revolving Credit Commitments will be increased and the Required
Lenders.
(b) Acknowledgement. An acknowledgement and consent in the
form of Exhibit A executed by the Credit Parties; and
(c) Legal Opinion. An executed legal opinion of Weil,
Gotshal & Xxxxxx LLP satisfactory in form and substance to the Administrative
Agent.
(d) Fees. Such fees as shall have been agreed to by
Holdings, the US Borrower, Chase and CSI.
SECTION 34. 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 35. 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.
17
17
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:
-----------------------------
Name:
Title:
BORROWERS
VIASYSTEMS, INC.,
as US Borrower
By:
-----------------------------
Name:
Title:
VIASYSTEMS CANADA, INC.,
as Canadian Borrower
By:
-----------------------------
Name:
Title:
PCB INVESTMENTS PLC,
as English Bidco
By:
-----------------------------
Name:
Title:
VIASYSTEMS HOLDING LIMITED,
as English Borrower
By:
-----------------------------
Name:
Title:
18
18
CHIPS ACQUISITION LIMITED,
as a Foreign Subsidiary Borrower
By:
-----------------------------
Name:
Title:
VIASYSTEMS II LIMITED,
as a Foreign Subsidiary Borrower
By:
-----------------------------
Name:
Title:
AGENTS
THE CHASE MANHATTAN BANK,
as Administrative Agent and
Collateral Agent, and as a Lender
By:
-----------------------------
Name:
Title:
THE CHASE MANHATTAN BANK OF CANADA,
as Canadian Agent, and as
a Canadian Lender
By:
-----------------------------
Name:
Title:
19
19
CHASE MANHATTAN INTERNATIONAL LIMITED,
as English Agent
By:
-----------------------------
Name:
Title:
CHASE MANHATTAN BANK DELAWARE,
as a US Issuing Lender
By:
-----------------------------
Name:
Title:
US LENDERS
CIBC INC.
By:
-----------------------------
Name:
Title:
BANK OF MONTREAL
By:
-----------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
-----------------------------
Name:
Title:
20
20
CITIBANK, N.A.
By:
-----------------------------
Name:
Title:
THE FUJI BANK LIMITED, NEW YORK BRANCH
By:
-----------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:
-----------------------------
Name:
Title:
BANKERS TRUST
By:
-----------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
21
21
ABN AMRO BANK N.V.
By:
-----------------------------
Its:
----------------------------
By:
-----------------------------
Its:
----------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By:
-----------------------------
Name:
Title:
THE SAKURA BANK, LIMITED
By:
-----------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:
-----------------------------
Name:
Title:
22
22
NATIONAL BANK OF CANADA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS,
NEW YORK BRANCH
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
By:
-----------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC.
By:
-----------------------------
Name:
Title:
23
23
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By:
-----------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-----------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
-----------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
24
24
ALLSTATE LIFE INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
ALLSTATE INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
-----------------------------
Name:
Title:
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO, FORMERLY CHL HIGH YIELD
LOAN PORTFOLIO (a unit of THE CHASE
MANHATTAN BANK)
By:
-----------------------------
Name:
Title:
PRIME INCOME TRUST
By:
-----------------------------
Name:
Title:
25
25
ORIX USA CORPORATION
By:
-----------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Protective Asset Management
Company, as Collateral Manager
By:
-----------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
-----------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
-----------------------------
Name:
Title:
26
26
DEBT STRATEGIES FUND, INC.
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
-----------------------------
Name:
Title:
KZH-SOLEIL CORPORATION (formerly known
as KZH Holding Corporation)
By:
-----------------------------
Name:
Title:
AMARA-1 FINANCE LTD.
By:
-----------------------------
Name:
Title:
AMARA-2 FINANCE LTD.
By:
-----------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
-----------------------------
Name:
Title:
27
27
SENIOR DEBT PORTFOLIO
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
-----------------------------
Name:
Title:
APPALOOSA MANAGEMENT, L.P.
By:
-----------------------------
Name:
Title:
XXXXXXXX CAPITAL
By:
-----------------------------
Name:
Title:
INDOSUEZ CAPITAL
By:
-----------------------------
Name:
Title:
CANADIAN LENDERS
BANK OF NOVA SCOTIA
By:
-----------------------------
Name:
Title:
28
28
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------
Name:
Title:
BANK OF MONTREAL
By:
-----------------------------
Name:
Title:
FUJI BANK CANADA
By:
-----------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-----------------------------
Name:
Title:
CITIBANK CANADA
By:
-----------------------------
Name:
Title:
29
29
BANK OF TOKYO-MITSUBISHI (CANADA)
By:
-----------------------------
Name:
Title:
THE SAKURA BANK (CANADA)
By:
-----------------------------
Name:
Title:
THE SUMITOMO BANK (CANADA)
By:
-----------------------------
Name:
Title:
BT BANK OF CANADA
By:
-----------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
-----------------------------
Name:
Title:
00
00
XXXXXX XXXXXXXXX XX XXXXX (XXXXXX)
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
ABN AMRO BANK CANADA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
FIRST CHICAGO NBD BANK, CANADA
By:
-----------------------------
Name:
Title:
ENGLISH LENDERS
THE CHASE MANHATTAN BANK
By:
-----------------------------
Name:
Title:
31
00
XXX XXXX XX XXXX XXXXXX
By:
-----------------------------
Name:
Title:
BANK OF MONTREAL
By:
-----------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-----------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
By:
-----------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
32
32
BANQUE NATIONALE DE PARIS, LONDON
BRANCH
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
-----------------------------
Name:
Title:
CITIBANK, N.A.
By:
-----------------------------
Name:
Title:
BHF BANK AKTIENGESELLSCHAFT
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
SAKURA BANK LIMITED LONDON BRANCH
By:
-----------------------------
Name:
Title:
33
33
BANK OF NEW YORK
By:
-----------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
-----------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By:
-----------------------------
Name:
Title:
THE MITSUBISHI TRUST & BANKING
CORPORATION
By:
-----------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------
Name:
Title:
34
34
ABN AMRO BANK N.V.
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI
By:
-----------------------------
Name:
Title:
CIBC WOOD GUNDY PLC
By:
-----------------------------
Name:
Title:
FIRST CHICAGO NBD BANK
By:
-----------------------------
Name:
Title:
THE SUMITOMO BANK (CANADA)
By:
-----------------------------
Name:
Title:
35
35
APPALOOSA MANAGEMENT, L.P.
By:
-----------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
By:
-----------------------------
Name:
Title:
36
36
BALANCED HIGH-YIELD FUND I LIMITED
BY: BHF BANK AKTIENGESELLSCHAFT,
acting through its New York branch as
attorney-in-fact
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
37
SCHEDULE I
Additional US Additional US
Term Loan Lender Term Loan Commitment
------------------- --------------------
THE CHASE MANHATTAN BANK $46,000,000
XXXXXXX XXXXX SENIOR $6,000,000
FLOATING RATE FUND
ALLSTATE INSURANCE COMPANY $4,000,000
PRIME INCOME TRUST $3,000,000
OCTAGON CREDIT INVESTORS $3,000,000
LOAN PORTFOLIO
ORIX USA CORPORATION $3,000,000
HIGH YIELD FUND $3,000,000
BANK OF NOVA SCOTIA $2,000,000
Total $70,000,000
38
SCHEDULE II
US Revolving Credit Lender US Revolving Credit Commitment
-------------------------- ------------------------------
THE CHASE MANHATTAN BANK $35,109,971.25
CIBC INC. $15,073,493.72
BANK OF MONTREAL $ 7,158,385.09
THE BANK OF NOVA SCOTIA $15,000,000.00
CITIBANK $11,121,552.36
FUJI BANK LIMITED, NEW YORK BRANCH $ 9,540,186.00
BANK OF TOKYO-MITSUBISHI $ 6,487,326.42
TRUST COMPANY
BANKERS TRUST $ 6,487,326.42
ABN AMRO BANK N.V. $ 8,500,000.00
THE FIRST NATIONAL BANK OF CHICAGO $ 6,487,326.42
SAKURA BANK $ 6,487,326.42
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH $ 1,795,031.06
NATIONAL BANK OF CANADA $ 6,487,326.42
BANQUE NATIONALE DE PARIS,
NEW YORK BRANCH $ 2,863,354.04
ARAB BANKING CORPORATION (B.S.C) $ 4,130,434.78
DLJ CAPITAL FUNDING, INC. $ 2,173,913.04
LONG TERM CREDIT BANK OF JAPAN,
LIMITED $ 9,130,434.78
THE BANK OF NEW YORK $ 4,130,434.78
39
39
FIRST NATIONAL BANK OF BOSTON $ 4,130,434.78
BANQUE FRANCAISE DU $ 5,000,000.00
COMMERCE EXTERIEUR
XXX XXXXXX AMERICAN $ 2,639,751.55
NATIONAL WESTMINSTER $14,056,990.67
Total $ 175,000,000
40
EXHIBIT A
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations hereby:
1) acknowledges and consents to the execution, delivery and
performance of (i) the Second Amendment (the "Second Amendment"), dated as of
February __, 1998, to the Second Amended and Restated Credit Agreement dated as
of June 5, 1997 (as the same may be amended, amended and restated) 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. (f/k/a
Circo Craft Co. Inc.), a Quebec corporation (the "Canadian Borrower"), PCB
Investments plc, a corporation organized under the laws of England and Wales
("English Bidco"), Viasystems Holdings Limited (f/k/a Forward Group Plc), a
corporation organized under the laws of England and Wales (the "English
Borrower"), Chips Acquisition Limited, a private limited company organized
under the laws of England and Wales ("Chips Limited"), Viasystems II Limited
(f/k/a Interconnection Systems (Holdings) Limited), a private limited company
organized under the laws of England and Wales ("ISL" and together with the
Canadian Borrower, English Bidco, the English Borrower and Chips Limited, the
"Foreign Subsidiary Borrowers"), the several banks and other financial
institutions from time to time parties to thereto (the "Lenders"), The Chase
Manhattan Bank of Canada ("Chase Canada"), as administrative agent for the
Canadian Lenders (in such capacity, the "Canadian Agent"), Chase Manhattan
International Limited, as administrative agent for the English Lenders (in such
capacity, the "English Agent"), any Future Foreign Agent which may from time to
time be appointed thereunder and The Chase Manhattan Bank ("Chase"), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), and (ii) all of the documents and transactions contemplated by the
Second Amendment;
2) agrees that such execution, delivery and performance shall not in
any way affect such corporation's obligations under any Loan Document (as
defined in the Credit Agreement) to which such corporation is a party, which
obligations on the date hereof remain absolute and unconditional and are not
subject to any defense, set-off or counterclaim;
Dated: February __, 1998
VIASYSTEMS GROUP, INC.
By:
-----------------------------
Name:
Title:
41
2
VIASYSTEMS, INC.
By:
-----------------------------
Name:
Title:
VIASYSTEMS TECHNOLOGIES CORP.
By:
-----------------------------
Name:
Title:
VIASYSTEMS INTERNATIONAL, INC.
By:
-----------------------------
Name:
Title:
VIASYSTEMS CANADA, INC.
By:
-----------------------------
Name:
Title:
PCB INVESTMENTS PLC
By:
-----------------------------
Name:
Title:
VIASYSTEMS HOLDINGS LIMITED
By:
-----------------------------
Name:
Title:
42
3
CHIPS ACQUISITION LIMITED
By:
-----------------------------
Name:
Title:
VIASYSTEMS II LIMITED
By:
-----------------------------
Name:
Title:
43
SCHEDULES III, IV, V AND VI
[ATTACHED]
44
LEGAL OPINION OF XXXX XXXXXXX & XXXXXX
