Exhibit 10.10
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT No. 3 dated as of May 6, 2004 (this "Amendment" or
"Amendment No. 3"), among HLI OPERATING COMPANY, INC., a Delaware corporation
(the "Borrower"), ▇▇▇▇▇ LEMMERZ INTERNATIONAL, INC., a Delaware corporation (the
"Holdings"), and CITICORP NORTH AMERICA, INC. ("CNAI"), as Administrative Agent
(as defined below) on behalf of each Lender executing a Lender Consent (as
defined below) amends certain provisions of the Credit Agreement, dated as of
June 3, 2003, as amended as of October 16, 2003, and as further amended as of
February 6, 2004 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, Holdings, the Lenders and Issuers (in each case as defined therein)
party thereto, CNAI, as administrative agent for the Lenders and the Issuers (in
such capacity, and as agent for the Secured Parties under the other Loan
Documents, the "Administrative Agent"), ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as
Syndication Agent for the Lenders and the Issuers, and GENERAL ELECTRIC CAPITAL
CORPORATION, as Documentation Agent for the lenders and issuers, CITIGROUP
GLOBAL MARKETS INC. and ▇▇▇▇▇▇ BROTHERS INC., as Joint Book-Running Lead
Managers and Joint Lead Arrangers.
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders agree to amend or
waive certain provisions of the Credit Agreement;
WHEREAS, the Borrower and the Administrative Agent wish to enter into
this Amendment for the purpose of giving effect to such modifications in each
case as more particularly set forth herein;
WHEREAS, pursuant to Section 11.1 (a) of the Credit Agreement, the
consent of the Requisite Lenders is required to effect the amendment set forth
herein.
NOW, THEREFORE, in consideration of the above premises, the Borrower
and the Administrative Agent, at the direction of the Lenders constituting the
Requisite Lenders, agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to such terms in the Credit Agreement.
ARTICLE II
AMENDMENT TO ARTICLE VIII
(NEGATIVE COVENANTS)
Section 2.1 INVESTMENTS. Clause (b) of Section 8.3 (Investments) shall
be amended by replacing the phrase "Citibank, N.A. or another Affiliate of
Agent" in sub-clause (ii) thereof with the phrase "a financial institution
selected or approved by the Administrative Agent".
ARTICLE III
CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
Section 3.1 GENERAL EFFECTIVENESS. This Amendment shall become
effective, on the date (the "Amendment Effective Date") the Administrative
Agent shall have received (or receipt thereof shall have been duly waived) each
of the following, each dated the Amendment Effective Date unless otherwise
indicated or agreed to by the Administrative Agent, in form and substance
satisfactory to the Administrative Agent:
(a) this Amendment executed by the Borrower and Holdings;
(b) the Consent and Agreement in the form attached hereto as
Exhibit A, executed by each of the Guarantors;
(c) Acknowledgment and Consents, in the form set forth hereto as
Exhibit B (each, a "Lender Consent"), executed by the Lenders constituting the
Requisite Lenders; and
(d) such additional documentation as the Administrative Agent
may reasonably require.
ARTICLE IV
MISCELLANEOUS
Section 4.1 SUBSIDIARY GUARANTORS. Each Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that as of the date hereof
the Consent and Agreement in the form attached hereto as Exhibit A sets forth
the true and correct name of each Subsidiary Guarantor.
Section 4.2 REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) Except as specifically amended or waived above, all of the
terms of the Credit Agreement and all other Loan Documents shall remain
unchanged and in full force and effect and all obligations and liabilities of
the Loan Parties thereunder shall remain in full force and effect and each of
which is hereby reaffirmed.
(b) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as an amendment or
waiver of any right, power or remedy of any Lender, any Issuer, or the
Administrative Agent under the Credit Agreement or any Loan Document nor
constitute an amendment or waiver of any provision of the Credit Agreement or
any Loan Document.
(c) This Amendment is a Loan Document.
Section 4.3 COSTS AND EXPENSES. The Borrowers agree to pay on demand
in accordance with the terms of Section 11.3 of the Credit Agreement all costs
and expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment, and all other Loan
Documents entered into in connection herewith, including the reasonable fees,
expenses and disbursements of Weil, Gotshal & ▇▇▇▇▇▇ LLP and other counsel for
the Administrative Agent with respect thereto.
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Section 4.4 TITLES. The Section titles contained in this Amendment are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.
Section 4.5 EXECUTION IN COUNTERPARTS. This Amendment may be executed
and delivered in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same original agreement.
Section 4.6 NOTICES. All communications and notices to the
Administrative Agent hereunder shall be given as provided in the Credit
Agreement.
Section 4.7 SEVERABILITY. If any term or provision set forth in this
Amendment shall be invalid or unenforceable, the remainder of this Amendment, or
the application of such terms or provisions to persons or circumstances, other
than those to which it is held unenforceable, shall not in any way be affected
or impaired thereby.
Section 4.8 SUCCESSORS. The terms of this Amendment shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors or assigns.
Section 4.9 GOVERNING LAW. This Amendment shall be interpreted, and
the rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Amendment has been duly executed on the date
set forth above.
HLI OPERATING COMPANY INC.,
as Borrower
By: /s/▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Title: TREASURER
▇▇▇▇▇ LEMMERZ INTERNATIONAL, INC.,
as Holdings
By: /s/▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Title: TREASURER
CITICORP NORTH AMERICA INC.,
as Administrative Agent
By:
----------------------------
Name:
Title:
IN WITNESS WHEREOF, this Amendment has been duly executed on the date
set forth above.
HLI OPERATING COMPANY INC.,
as Borrower
By:
----------------------------
Name:
Title:
▇▇▇▇▇ LEMMERZ INTERNATIONAL, INC.,
as Holdings
By:
----------------------------
Name:
Title:
CITICORP NORTH AMERICA INC.,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE-PRESIDENT
EXHIBIT A
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY.
Each of the undersigned Guarantors hereby consents to the terms of the
foregoing Amendment No. 3 and agrees that the terms of this Amendment
No. 3 shall not affect in any way its obligations and liabilities
under any Loan Document, all of which obligations and liabilities
shall remain in full force and effect and each of which is hereby
reaffirmed.
HLl PARENT COMPANY, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - BOWLING GREEN, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - BRISTOL, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - CADILLAC, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - CALIFORNIA, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - COMMERCIAL HIGHWAY, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - EQUIPMENT &
ENGINEERING, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - GEORGIA, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - ▇▇▇▇▇, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - ▇▇▇▇▇▇, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - HUNTINGTON, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - KENTUCKY, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - LAREDO,INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - MEXICO, INC
▇▇▇▇▇ LEMMERZ INTERNATIONAL - MONTAGUE, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - PCA,INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - PETERSBURG, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - SEDALIA, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - SOUTHFIELD,INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - TECHNICAL CENTER, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - TEXAS, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - TRANSPORTATION, INC.
▇▇▇▇▇ LEMMERZ INTERNATIONAL - WABASH,INC.
HLI BRAKES HOLDING COMPANY, INC.
HLI COMMERCIAL HIGHWAY HOLDING COMPANY, INC.
HLI POWERTRAIN HOLDING COMPANY, INC.
HLI REALTY, INC.
HLI SERVICES HOLDING COMPANY, INC.
HLI SUSPENSION HOLDING COMPANY, INC.
HLI WHEELS HOLDING COMPANY, INC.
HLI - SUMMERFIELD REALTY CORP.
By: /s/▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Title: TREASURER