FOURTH AMENDMENT TO THE CREDIT AGREEMENT
Exhibit
99.1
EXECUTION
COPY
FOURTH
AMENDMENT TO THE CREDIT AGREEMENT
FOURTH
AMENDMENT, dated as of March 18, 2005 (the “Amendment”), to
the Credit Agreement, dated as of January 31, 2003, as amended by the First
Amendment dated as of March 19, 2003, the Second Amendment dated as of December
3, 2003 and the Third Amendment and First Waiver dated as of October 7, 2004
(the “Credit
Agreement”), among
VIASYSTEMS GROUP, INC. (“Holdings”),
VIASYSTEMS, INC. (the “Borrower”), the
several banks and other financial institutions from time to time parties thereto
(the “Lenders”) and
JPMORGAN CHASE BANK, N.A., 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 Borrower, the Lenders and the Administrative Agent are parties to
the Credit Agreement;
WHEREAS,
the Borrower has requested that the Lenders agree to amend the Credit Agreement
as provided herein; and
WHEREAS,
the parties hereto are willing to agree to such amendment, but only upon the
terms and subject to the conditions set forth herein;
NOW
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
| 1. |
Defined
Terms.
Unless otherwise defined herein, capitalized terms that are defined in the
Credit Agreement are used herein as therein
defined. |
| 2. |
Amendment
to Subsection 1.1—New Definitions.
Subsection 1.1 of the Credit greement is hereby amended by adding the
following definitions in the appropriate alphabetical
order: |
“Specified
Charges”: losses
from operations at the Specified Closed Facilities and cash costs and charges
related to the closing of operations and the termination of employees at the
Specified Closed Facilities, in an aggregate amount not to exceed
$26,100,000.
“Specified
Closed Facilities”:
Facilities located in Echt, The Netherlands and Canada.
| 3. |
Amendment
to Subsection 1.1—Consolidated EBITDA.
The definition of “Consolidated EBITDA” contained in subsection 1.1 of the
Credit Agreement is hereby amended by adding the following new subclause
(xii) to the end of clause (A) thereof: |
“and
(xii) Specified Charges”
| 4. |
Amendment
to Subsection 11.6.
Subsection 11.6 of the Credit Agreement is hereby amended by adding the
following new paragraph (j) after paragraph (i)
thereof: |
“(j) the
sale or other transfer of any assets relating to the Specified Closed Facilities
for 100% cash so long as the proceeds thereof are distributed to the Borrower or
a Domestic Subsidiary within 90 days after receipt.
| 5. |
Amendment
to Subsection 11.9. Subsection 11.9 of the Credit Agreement is
hereby amended by adding the following new paragraph (m) after paragraph
(l) thereof: |
“(m)
Investments in Foreign Subsidiaries to the extent necessary to fund Specified
Charges, so long as such amounts are applied for such purpose within 90 days
after being invested in the relevant Foreign Subsidiary.
| 6. |
Amendment
to Subsection 11.19. Subsection 11.19 of the Credit Agreement is
hereby amended by adding the following proviso to the end
thereof: |
“provided, that,
in addition to the amount described in this clause (ii), amounts necessary to
fund Specified Charges may be held by Foreign Subsidiaries so long as such
amounts are applied for such purpose within 90 days after being invested in the
relevant Foreign Subsidiary”
| 7. |
Amendment
to Subsection 11.20. Subsection 11.20 of the Credit Agreement is
hereby amended by replacing the parenthetical at the end thereof with the
following: |
“(plus
the Net Cash Proceeds from the sale of the assets set forth on Schedule 11.20
and any Specified Charges).”
| 8. |
Conditions
to Effectiveness.
This Amendment shall become effective upon the date when the following
conditions are satisfied or waived: |
(a) Amendment
to Credit Agreement. The
Administrative Agent shall have received counterparts of this Amendment, duly
executed and delivered by Holdings and the Borrower;
(b) Lender
Consent Letters. The
Administrative Agent shall have received Lender Consent Letters (or facsimile or
electronic transmissions thereof) with respect to this Amendment, duly executed
and delivered by the Required Lenders, consenting to the execution of this
Amendment by the Administrative Agent;
(c) Consent
Fee. The
Administrative Agent shall have received, for the account of each Lender that
has submitted to the Administrative Agent an executed Lender Consent Letter no
later than 5:00 p.m., New York City time, on March __, 2005, a consent fee in an
amount equal to 0.05% of the aggregate amount of each such Lender’s Assumed
Letter of Credit Commitment, Revolving Credit Commitment and outstanding
principal amount of Tranche B Term Loan;
(d) No
Default. No
Default or Event of Default shall have occurred and be continuing on such date
or after giving effect to the transactions (including the amendments to the
Credit Agreement) contemplated herein; and
(e) Representations
and Warranties. Each of
the representations and warranties made by the Credit Parties in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of the date hereof, before and after giving effect to the effectiveness of this
Amendment, as if made on and as of the date hereof, except to the extent such
representations and warranties expressly relate to a specific earlier date, in
which case such representations and warranties were true and correct as of such
earlier date.
| 9. |
Continuing
Effect of the Credit Agreement.
This Amendment shall not constitute an amendment or waiver of any
provision of the Credit Agreement not expressly referred to herein and
shall not be construed as an amendment, waiver or consent to any further
or future action on the part of the Credit Parties that would require an
amendment, waiver or consent of the Lenders or the Administrative Agent.
Except as expressly amended hereby, the provisions of the Credit Agreement
are and shall remain in full force and
effect. |
| 10. |
Counterparts.
This Amendment may be executed by one or more of the parties hereto on any
number of separate counterparts (including by facsimile or other suitable
means of electronic transmission of a signed counterpart, such as a pdf
file), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. |
| 11. |
GOVERNING
LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. |
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
|
VIASYSTEMS
GROUP, INC. | ||
|
By: |
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
|
Name: |
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ | |
|
Title: |
Chief
Administrative Officer | |
|
VIASYSTEMS,
INC. | ||
|
By: |
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
|
Name: |
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ | |
|
Title: |
Chief
Administrative Officer | |
|
JPMORGAN
CHASE BANK, N.A., as Administrative Agent and as a
Lender | ||
|
By: |
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
Name: |
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ | |
|
Title: |
Vice
President | |