FIRST AMENDMENT TO WALBRO CORPORATION $135,000,000 CREDIT AGREEMENT COMERICA BANK, AS AGENT
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EXHIBIT 4.8
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FIRST AMENDMENT TO
WALBRO CORPORATION
$135,000,000
CREDIT AGREEMENT
COMERICA BANK, AS AGENT
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FIRST AMENDMENT TO WALBRO CREDIT AGREEMENT
THIS FIRST AMENDMENT ("First Amendment") is made as of this 8th day
of March, 1996 by and among Walbro Corporation, a Michigan corporation
("Company"), Comerica Bank and the other banks signatory hereto (individually,
a "Bank" and collectively, the "Banks") and Comerica Bank, as agent for the
Banks (in such capacity, "Agent").
RECITALS:
A. Company, Agent and the Banks entered into that certain Amended
and Restated Walbro Corporation $135,000,000 Credit Agreement dated as of
September 22, 1995 (as amended from time to time, the "Credit Agreement") under
which the Banks renewed and extended (or committed to extend) credit to the
Company and the Permitted Borrowers, as set forth therein.
B. At the Company's request, Agent and the Banks have agreed to
make certain amendments to the Credit Agreement, but only on the terms and
conditions set forth in this First Amendment.
NOW THEREFORE, Company, Agent and the Banks agree:
1. Section 1 of the Credit Agreement is amended
as follows:
(a) Section 1.36 is amended to replace the word
"and" in the seventh line thereof (following
the reference to "9.8") with a comma and to
add, following the reference to "9.11", the
words "and 9.15,".
(b) Section 1.50A is added, immediately following
Section 1.50, as follows:
"1.50A. 'EBIT' shall mean, with respect to any period,
net earnings (or loss) before gross interest expense and
taxes and before reflecting extraordinary gains (losses),
gains (losses) from discontinued operations and gains
(losses) from Minority Interests and Joint Ventures for such
period, as determined in accordance with GAAP."
(c) Section 1.68 (the definition of "Fixed Charge Coverage Ratio")
is hereby deleted and replaced with the word "[Reserved]."
(d) Section 1.88A is added, immediately following Section 1.88, as
follows:
"1.88A. 'Interest Coverage Ratio' shall mean a ratio,
the numerator of which consists of EBIT of the Company and
its Subsidiaries for the four fiscal quarters immediately
preceding the
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applicable date of determination and the denominator of
which consists of the gross interest expense of Company and
its Subsidiaries for such period, all determined without
duplication in accordance with GAAP on a Consolidated
basis."
(e) Section 1.110 (the definition of "Net Income Adjustment") is
amended to delete, in the fifth line thereof (following the
words "fiscal year ending" the words "on or."
(f) Section 1.172A is added, immediately following Section 1.172,
as follows:
"1.172A. 'U.S. Coexcell' shall mean U.S. Coexcell,
Inc., an Ohio corporation."
2. Section 8 of the Credit Agreement is amended as follows:
(a) Section 8.5 (establishing a maximum Funded Debt Ratio) is
amended and restated in its entirety, as follows:
"8.5 Funded Debt Ratio. On a Consolidated basis,
have and causes its Subsidiaries to have, as of the end of
each fiscal quarter, a Funded Debt Ratio which will at no
time exceed:
(a) from the date hereof through December 30, 1995, 6.0
to 1.0;
(b) from December 31, 1995 through March 30, 1996, 5.5
to 1.0;
(c) from March 31, 1996 through June 29, 1996, 5.2 to
1.0;
(d) from June 30, 1996 through September 29, 1996, 4.8
to 1.0;
(e) from September 30, 1996 to December 30, 1996, 4.5
to 1.0;
(f) from December 31, 1996 to December 30, 1997, 4.20
to 1.0;
(g) from December 31, 1997 to December 30, 1998, 3.65
to 1.0;
(h) from December 31, 1998 to December 30, 1999, 3.0 to
1.0; and
(i) from and after December 31, 1999, 2.75 to 1.0."
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(b) Section 8.6 (establishing a minimum Fixed Charge Coverage
Ratio) is deleted in its entirety.
(c) New Section 8.6 is added to the Credit Agreement, as follows:
"8.6. Maintain Interest Coverage Ratio.
On a Consolidated basis, have and cause its Subsidiaries
to have, as of the end of each fiscal quarter, an Interest
Coverage Ratio of not less than:
(a) from the date hereof through December 30, 1996,
1.40 to 1.0;
(b) from December 31, 1996 to December 30, 1997, 1.50
to 1.0;
(c) from December 31, 1997 to December 30, 1998, 2.0 to
1.0;
(d) from December 31, 1998 to December 30, 1999, 2.50
to 1.0; and
(e) from and after December 31, 1999, 3.0 to 1.0."
3. Section 9 of the Credit Agreement is amended
as follows:
(a) Section 9.8(a) is amended to change the reference to One
Million Dollars ($1,000,000) in the fifth and sixth lines
thereof to Two Million Dollars ($2,000,000).
(b) Section 9.8(c) is amended and restated in its entirety as
follows:
"(c) (i) Investments in the Company's Subsidiaries existing
as of the date of this Agreement, and (ii) any future
investments, loans and/or advances to or in U.S.
Coexcell in an aggregate amount not to exceed Four
Million Dollars ($4,000,000) (without regard to any
repayment of such loans, advances or investments, other
than the repayment of capital or principal), provided
that at all times while any such investment, loan or
advance to or in U.S. Coexcell is outstanding, Company
shall own, directly or indirectly, not less than eighty
percent (80%) of the share capital of U.S. Coexcell;".
(c) Section 9.8(h) is amended and restated in its entirety as
follows:
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"(h) loans, advances, or investments (without regard to any
repayment of such loans, advances or investments, other
than the repayment of capital or principal) to any
Joint Venture or Subsidiary which does not constitute
a 100% Subsidiary, expressly excluding for all
purposes of this Section 9.8(h) any loan, advance or
investment to or in U.S. Coexcell, but including
without limitation (i) all other loans, advances or
investments permitted under any other provision of
this Agreement and (ii) guaranties by the Company or
any Subsidiary (valued on the basis of the aggregate
amount of such indebtedness covered by a guaranty) of
third party indebtedness of any such Joint Venture or
non-100% Subsidiary, in an aggregate amount, for all
such loans, advances, and investments under this
subsection (h), at any time not to exceed the greater
of Twenty-Six Million Dollars ($26,000,000) or twenty
percent (20%) of Consolidated Tangible Net Worth;".
(d) Section 9.15 is added to the Credit Agreement, as follows:
"9.15. Capital Expenditures Limitation.
Incur or make Capital Expenditures (determined on a
Consolidated basis) in aggregate amounts in any fiscal
year greater than:
(a) during its fiscal year ending December 31,
1996, the sum of Eighty Million Dollars
($80,000,000);
(b) during its fiscal year ending December 31,
1997, the sum of Sixty Million Dollars
($60,000,000); and
(c) during each of its fiscal years thereafter,
the sum of Forty Million Dollars ($40,000,000),
in each case on a non-cumulative basis."
4. This First Amendment shall become effective (according to the
terms hereof), upon the satisfaction by the Company of the following
conditions (the "Conditions"):
(a) Agent shall have received counterpart originals of this First
Amendment, duly executed and delivered in form satisfactory
to Agent and the Banks; and
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(b) Company shall have paid to Agent, for distribution to the
Banks, an amendment fee in the amount and on the terms
described in the Agent's memorandum to the Banks dated March 1,
1996;
provided however that, subject to the foregoing, the amendments set forth in
paragraphs 1(a), 1(c), 1(e), 1(f), 2(b), 3(a), 3(b) and 3(c) of this First
Amendment shall be given retroactive effect to December 31, 1995.
5. Each of Company, the undersigned Permitted Borrowers and the
undersigned Guarantors hereby represents and warrants that, after giving effect
to the amendments contained herein, (a) execution, delivery and performance of
this First Amendment are within such undersigned's corporate powers, have been
duly authorized, are not in contravention of law or the terms of its articles
of incorporation or bylaws or other organic documents of the parties thereto,
as applicable, and except as have been previously obtained (or as referred to
in Section 7.15 of the Credit Agreement) do not require the consent or
approval, material to the amendments contemplated in this First Amendment or
the Credit Agreement as so amended, of any governmental body, agency or
authority, and this First Amendment will constitute the valid and binding
obligations of such undersigned parties enforceable in accordance with its
terms, except as enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, ERISA or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(whether enforcement is sought in a proceeding in equity or at law), and (b)
the continuing representations and warranties set forth in Sections 7.1 through
7.20, inclusive, of the Credit Agreement are true and correct on and as of the
date hereof, and such representations and warranties are and shall remain
continuing representations and warranties during the entire life of the Credit
Agreement.
6. Except as specifically set forth above, this First Amendment
shall not be deemed to amend or alter in any respect the terms and conditions
of the Credit Agreement, any of the Notes issued thereunder, or any of the
other Loan Documents, or to constitute a waiver by Banks or Agent of any right
or remedy under the Credit Agreement, any of the Notes issued thereunder or any
of the other Loan Documents.
7. Unless otherwise defined to the contrary herein, all
capitalized terms used in this First Amendment shall have the meanings set
forth in the Credit Agreement.
8. This First Amendment may be executed in counterpart, in
accordance with Section 14.10 of the Credit Agreement.
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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IN WITNESS WHEREOF, Company, the Banks and Agent have each caused this
First Amendment to be executed by their respective duly authorized officers or
agents, as applicable, all as of the date first set forth above.
COMERICA BANK, WALBRO CORPORATION
as Agent
By: /s/ X. X. XXXXXXXX By: /s/ M. A. XXXXX
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Its: FIRST VICE PRESIDENT Its: TREASURER & CHIEF FINANCIAL OFFICER
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One Detroit Center 0000 Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx 00000
8th Floor MC 3265 Attn: XXXXXXX X. XXXXX
Xxxxxxx, Xxxxxxxx 00000 -----------------------------------
Attention: Xxxxxx X. Xxxxx
BANKS: COMERICA BANK
By: /s/ X. X. XXXXXXXX
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Its: FIRST VICE PRESIDENT
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One Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile No. (000) 000-0000
XXXXXX TRUST & SAVINGS BANK
By: /s/ XXXXX X. XXXXX
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Its: VICE PRESIDENT
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2 West
000 X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
Fax No.: (000) 000-0000
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NATIONAL CITY BANK
By: /s/ XXX X. XXXXXX
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Its: Vice President
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0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxxxx Xxxxxxx
Fax No.: (000) 000-0000
THE MITSUBISHI BANK, LIMITED,
CHICAGO BRANCH
By: /s/ XXXXXX XXXXXXXXX
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XXXXXX XXXXXXXXX
Its: JOINT GENERAL MANAGER
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Suite 2100
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
Fax No.: (000) 000-0000
THE BANK OF NEW YORK
By: /s/ XXXXXXX X. XXXXXX XX.
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Its: VICE PRESIDENT
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22nd Floor
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
SOCIETE GENERALE
By: /s/ XXXXXX X. XXXXXXX
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Its: XXXXXX X. XXXXXXX
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000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Fax No.: (000) 000-0000
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK
BRANCH
By: /s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
Its: VICE PRESIDENT
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And By: /s/ W. XXXXXXX XXXXXXX
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W. XXXXXXX XXXXXXX
Its: VICE PRESIDENT, MANAGER
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000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Services
Department
Fax No.: (000) 000-0000
Acknowledged and Agreed by the undersigned as of March 8, 1996:
WALBRO AUTOMOTIVE CORPORATION,
a Delaware corporation
By: /s/ M. A. XXXXX
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Its: TREASURER
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XXXXXX MANUFACTURING COMPANY,
a Michigan corporation
By: /s/ M. A. XXXXX
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Its: TREASURER
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WALBRO ENGINE MANAGEMENT CORPORATION,
a Delaware corporation
By: /s/ M. A. XXXXX
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Its: TREASURER
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XXXXXXXXX ENGINEERED PRODUCTS, INC.,
a Delaware corporation
By: /s/ M. A. XXXXX
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Its: TREASURER
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WALBRO JAPAN, INC., a Japanese
company
By: /s/ M. A. XXXXX
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Its: ATTORNEY IN FACT
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WALBRO AUTOMOTIVE GMBH, a
German company
By: JAN XXXXXX XXXXXXX
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Its: MANAGING DIRECTOR
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WALBRO NETHERLANDS B.V., a
Dutch company
By: /s/ L. E. ALTHAVER
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Its: DIRECTOR & CEO
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WALBRO AUTOMOTIVE S.A, a French
company
By: /s/ BRUNO DE SAINTE XXXXX
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Its: CHAIRMAN OF THE BOARD
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WALBRO AUTOMOTIVE N.V., a
Belgian company
By: /s/ XXXXX X. XXXXXXX
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Its: MANAGING DIRECTOR
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WALBRO AUTOMOTIVE A.S., a
Norwegian company
By: /s/ XXXX X. XXXXXXX
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Its: PRESIDENT
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WALBRO AUTOMOTIVE LIMITED, an
English Company
By: NICOLAI MUNSTER
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Its: DIRECTOR
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WALBRO AUTOMOTIVE S.A., a
Spanish company
By: /s/ XXXXXX XXXXXXX XXXXXXX
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Its: CONSEJERO DELEGADO
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