EXHIBIT 10.2.1
AUTOCAM CORPORATION
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this "FIRST
AMENDMENT") is dated as of March 31, 2005 and entered into by and among Autocam
Corporation, a Michigan corporation (the "COMPANY"), Autocam France, Sarl, a
French societe a responsabilite limitee (limited liability company) ("EUROPEAN
BORROWER"), Titan Holdings, Inc., a Delaware corporation ("HOLDINGS"), the other
Credit Parties listed on the signature pages hereof, the financial institutions
party hereto (each individually a "LENDER" and collectively the "LENDERS"),
Citicorp North America, Inc., as General Administrative Agent and Collateral
Agent ("GENERAL ADMINISTRATIVE AGENT") and Citibank International Plc, as
European Administrative Agent ("EUROPEAN ADMINISTRATIVE AGENT"), and is made
with reference to that certain Credit and Guaranty Agreement dated as of June
21, 2004, by and among Company, European Borrower, Holdings, certain
subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, Goldman Sachs Credit Partners L.P. ("GSCP") and Citigroup Global Markets,
Inc., as Joint Lead Arrangers and Joint Book Runners, GSCP, as Syndication
Agent, General Administrative Agent, European Administrative Agent, and Bank
One, NA, ING Capital, LLC, and National City Bank as Documentation Agents (the
"CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have
the same meanings as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Company and the Lenders desire to amend the Credit Agreement to (i)
permit the Company to incur additional Term Loans or certain other Indebtedness
in the aggregate principal amount of up to $20,000,000, the proceeds of which
will be used to repay certain outstanding Revolving Loans, pay fees and
expenses, and, to the extent of any excess, for working capital and general
corporate purposes, (ii) amend the Interest Coverage Ratio covenant in Section
6.8(a) of the Credit Agreement, (iii) amend the Leverage Ratio covenant in
Section 6.8(b) of the Credit Agreement, (iv) add a Senior Leverage Covenant, (v)
amend the Applicable Margins, (vi) adjust the amortization schedule for the
European Term Loans, and (vii) address certain other matters set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS AND INTERPRETATION.
A. Section 1.1 of the Credit Agreement is hereby amended by adding thereto
the following definitions, which shall be inserted in proper alphabetical order:
"ADDITIONAL TERM LOANS" means additional term loans made to Company
and/or European Borrower pursuant to Section 2.1(c).
"CONSOLIDATED SENIOR DEBT" means Consolidated Total Debt minus the
aggregate stated balance sheet amount of all Subordinated Indebtedness,
determined on a consolidated basis in accordance with GAAP.
"FIRST AMENDMENT" means that certain First Amendment to this Agreement,
dated as of March 31, 2005.
"FIRST AMENDMENT EFFECTIVE DATE" means "First Amendment Effective
Date" as defined in the First Amendment.
"NET MARGIN" is defined in Section 2.8(i).
"NEW POLISH SUBSIDIARY" is defined in Section 6.1(b)(vii).
"SECTION 1.2D EFFECTIVE DATE" means the "Section 1.2D Effective Date" as
defined in the First Amendment.
"SENIOR LEVERAGE RATIO" means, as of the last day of any Fiscal
Quarter, the ratio of (a) Consolidated Senior Debt as at such date to (b)
Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such
date.
B. (i) The definition of "Applicable Margin" set forth in Section 1.1
of the Credit Agreement is hereby amended by deleting clause (i)(a) thereof in
its entirety and substituting the following therefor: "(a) 3.25% from the First
Amendment Effective Date until the later of (I) the date that is twelve months
after the First Amendment Effective Date, and (II) three business days after the
date on which General Administrative Agent has received the applicable financial
statements and a Compliance Certificate pursuant to Section 5.1(d) demonstrating
a Leverage Ratio of less than or equal to 4.50:1.00; provided that from and
after the Section 1.2D Effective Date, the Applicable Margin with respect to the
European Term Loans pursuant to this clause (a) shall be 3.75%, and".
(ii) From and after the Section 1.2D Effective Date, the definition of
"Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby
further amended by deleting the table set forth therein and inserting the
following table in place thereof:
APPLICABLE MARGIN FOR REVOLVING
LEVERAGE LOANS, EUROPEAN REVOLVING LOANS AND APPLICABLE MARGIN FOR EUROPEAN TERM
RATIO U.S. TERM LOANS LOANS
- ---------------- ----------------------------------- -----------------------------------
> or = 3.00:1.00 3.00% 3.50%
< 3.00:1.00 2.75% 3.25%
C. The definition of "Asset Sale" set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting the word "and" at the end of clause
(iii) thereof, inserting a "," at the end of clause (iii) thereof and adding the
following after clause (iv) thereof:
"and (v) the sale, transfer, lease, other disposition or relocation of equipment
by Bouverat or Frank & Pignard to the New Polish Subsidiary (or to a plant owned
or leased by such New Polish Subsidiary); provided, that, the aggregate fair
market value of such equipment when sold, transferred, leased, disposed of or
relocated by Bouverat or Frank & Pignard to the New Polish Subsidiary (or to a
plant owned or leased by such New Polish Subsidiary) and not sold, transferred,
leased, disposed of or relocated back to Bouverat or Frank & Pignard shall not
exceed $8,500,000, unless such equipment remains or becomes subject to a
perfected security interest (or analogous Lien) under applicable law reasonably
satisfactory to Administrative Agents and Syndication Agent securing either
Obligations under this Agreement or intercompany loans permitted hereby that are
pledged as Collateral to the Collateral Agent. The Collateral
Agent shall (x) grant its consent to any transaction described in the foregoing
clauses (i) - (v), if consent is necessary to permit any such transaction under
any Collateral Document, and (y) at the request and sole expense of such
transferor, execute and deliver all releases or other documents reasonably
necessary or desirable for the release of the Liens created by any of the
Collateral Documents on the property that is the subject of such transaction."
D. The definition of "Consolidated Interest Expense" set forth in Section
1.1 of the Credit Agreement is hereby amended by changing the reference to
"Section 2.11(d)" set forth therein to "Section 2.11(e)" and inserting the
following at the end thereof:
", any amounts paid in respect of Additional Term Loans or Indebtedness
incurred pursuant to Section 6.1(s), in either case, before, on or about
the date the same are incurred and amounts paid in connection with the
First Amendment before, on or about the First Amendment Effective Date,
including amounts paid to Lenders pursuant to Section 4E of the First
Amendment."
E. The definition of "French Restructuring Costs" set forth in Section 1.1
of the Credit Agreement is hereby amended by adding the words "and incremental
management costs" after the words "relocation costs" where they appear therein.
1.2 AMENDMENTS TO SECTION 2: LOANS AND LETTERS OF CREDIT.
A. Section 2.1 of the Credit Agreement is hereby amended by inserting the
following as Section 2.1(c):
"(c) Additional Term Loans. Company may from time to time, by notice to
Administrative Agents, request that, on the terms and subject to the
conditions contained in this Agreement, Lenders and/or other financial
institutions not then a party to this Agreement that constitute Eligible
Assignees make additional term loans to Company in Dollars and/or to
European Borrower in Euros in an aggregate amount of up to $20,000,000 or
its Dollar Equivalent minus the aggregate principal amount of Indebtedness
theretofore or concurrently incurred under Section 6.1(s), which
additional term loans may be made as increases in the amount of U.S. Term
Loans or European Term Loans, as applicable, hereunder or as one or more
additional tranches of Term Loans hereunder; provided, that (i) no Event
of Default or Default shall have occurred and be continuing or result from
the incurrence of such additional term loans, (ii) after giving effect to
the incurrence of such additional term loans, Company is in pro forma
compliance with the financial covenants set forth in Sections 6.8(a),
6.8(b) and 6.8(d), (iii) the proceeds of such additional term loans are
used to repay Revolving Loans then outstanding (without reduction of the
Revolving Commitments), pay related fees and expenses and, to the extent
of any excess, for working capital and general corporate purposes, (iv)
the final stated maturity of the additional term loans shall be no earlier
than the final stated maturity of the existing Term Loans, and (v) the
weighted average life to maturity of any additional term loans made to
Company shall not be less than the remaining weighted average life to
maturity of the existing U.S. Term Loans and the weighted average life to
maturity of any additional term loans made to European Borrower shall not
be less than the remaining weighted average life to maturity of the
existing European Term Loans (after giving effect to Section 1.2D of the
First Amendment, to the extent the same is effective as of the date such
additional term loans are incurred). Nothing contained in this paragraph
or otherwise in this Agreement is intended to commit any Lender, Agent or
Joint Lead Arranger to provide any portion of any such additional term
loans.
If and to the extent that any Lenders and/or such other financial
institutions agree, in their sole discretion, to provide any such
additional term loans on the terms and conditions set forth herein, (i)
the aggregate amount of the U.S. Term Loans and/or European Terms Loans,
as applicable, shall be increased by the amount of the additional term
loans agreed to be so provided or an additional tranche or tranches of
Term Loans shall be established, (ii) if necessary, the Pro Rata Shares of
the respective Lenders in respect of the U.S. Term Loans and/or European
Term Loans and in the aggregate shall be proportionally adjusted, (iii)
Company shall execute and deliver any additional Notes as any Lender may
reasonably request and such modifications to the Credit Documents and
customary deliverables as the Administrative Agents may reasonably
request. In connection with the additional term loans provided for in this
Section 2.1(c), conforming amendments and/or supplements shall be made to
this Agreement and the other Credit Documents to reflect such additional
term loans without the consent of any Lender not a lender of such
additional term loans, including, without limitation, if applicable,
conforming amendments and/or supplements: (i) to provide for the
additional term loans as "U.S. Term Loans" and/or "European Term Loans",
if applicable, or as new tranches of Term Loans hereunder and to share
ratably in the benefits of this Agreement and the other Credit Documents
with the other Term Loans made to the same Borrower under this Agreement,
including in respect of Collateral and in the application of prepayments,
(ii) subject to Section 2.8(i), to provide for the interest rates
applicable to such additional term loans and amortization schedules for
such additional term loans, and (iii) to include Lenders of the additional
term loans in any determination of Lenders, Requisite Lenders, Requisite
Class Lenders and Pro Rata Share as well as secured parties and/or
beneficiaries under Collateral Documents. Notwithstanding anything in this
Agreement expressed or implied to the contrary (including, without
limitation in Section 10.5), nothing herein shall be construed to require
consent from Lenders that are not lenders of such additional term loans to
the incurrence of such term loans in compliance with this Section 2.1(c),
and this Section 2.1(c) shall supersede any provisions in Section 10.5 to
the contrary."
B. Section 2.6 of the Credit Agreement is hereby amended by inserting the
following sentence after the first sentence of such Section:
"The proceeds of any Additional Term Loans made on or after the
First Amendment Effective Date shall be used by the Company to repay
Revolving Loans (without any reduction in Revolving Loan Commitments), to
pay fees and expenses related to the First Amendment and the incurrence of
such Additional Term Loans, and, to the extent of any excess, for working
capital and general corporate purposes."
C. Section 2.8 of the Credit Agreement is hereby amended by inserting the
following as Section 2.8(i):
"(i) In the event that, at any time, the Net Margin applicable
to any Additional Term Loan that is a Eurocurrency Rate Loan is more
than 0.50% per annum in excess of the Applicable Margin applicable
to any other Loans that are Eurocurrency Rate Loans pursuant to
Section 2.8(a), then:
(w) subject to clause (z), below, the Applicable Margin
for all existing Loans that are Eurocurrency Rate Loans shall
automatically be increased to any extent required so that the
Applicable Margin for such existing Loans that are
Eurocurrency Rate Loans is 0.50% below stated margin over a
LIBOR or EURIBOR reference rate applicable to such Additional
Term Loans;
(x) subject to clause (z) below, the Applicable Margin
for all existing Loans that are Eurocurrency Rate Loans shall
automatically be further increased to the extent required (if
at all) so that the Applicable Margin for all such existing
Loans that are Eurocurrency Rate Loans is 0.50% below the Net
Margin applicable to such Additional Term Loans;
(y) if, as of the date such Additional Term Loans are
incurred, the Section 1.2D Effective Date has occurred, the
Applicable Margin for all European Term Loans shall
automatically be further increased to the extent required (if
at all), so that the Applicable Margin for all European Term
Loans that are Eurocurrency Rate Loans is .50% above the
Applicable Margin applicable to all other Existing Loans as
adjusted pursuant to clauses (w) and (x), above; and
(z) if the applicable Additional Term Loans are incurred
by the European Borrower after the Section 1.2(D) Effective
Date, then (i) only the Applicable Margin for the existing
European Term Loans shall adjust pursuant to clauses (w) and
(x), above, and (ii) the Applicable Margin for all other
existing Loans that are Eurocurency Loans shall be
automatically increased to the extent required (if at all), so
that the Applicable Margin for such other Existing Loans is
.50% below the Applicable Margin for the existing European
Term Loans as adjusted pursuant to clause (z)(i).
Upon any increase in the rate of interest in respect any existing
Loans that are Eurocurrency Rate Loans pursuant to this Section
2.8(i), the rate of interest applicable to such existing Loans that
are Base Rate Loans shall automatically increase by the number of
basis points equal to such basis point increase in the interest rate
in respect of such existing Loans that are Eurocurrency Rate Loans.
Any increases effected under clauses (w)-(z) above shall remain in
effect to the extent necessary to ensure that (A) the Net Margin for
the Additional Term Loans does not exceed the Applicable Margin for
the existing Loans (or just the European Term Loans, to the extent
clause (z), above, applies) by more than .50% and (B) to the extent
the Section 1.2(D) Effective Date has occurred, that the Applicable
Margin applicable to the European Term Loans is .50% above the
Applicable Margin for the other existing Loans, notwithstanding any
downward adjustment of the Applicable Margin applicable to any of
the existing Loans pursuant to the definition thereof. The
applicability of this Section and the amount of any increase in
interest rate required thereby shall be determined in good faith by
the Administrative Agents and the Syndication Agent, in consultation
with the Borrowers, at the time any Additional Term Loans are made
and at any time thereafter when the Applicable Margin (or the
equivalent thereof in respect of Additional Term Loans) is adjusted.
Any increase in interest rate required by this Section (as so
determined), shall be effective automatically without any action or
consent of any Borrower, Guarantor or Lender. "NET MARGIN" for
purposes of any Additional Term Loan shall mean the sum of (a) the
stated margin over a LIBOR or EURIBOR reference rate applicable (or
which may be applicable, at the borrower's option) to such
Additional Term Loan plus (b) any original issue discount or fees
offered to lenders in respect of such Additional Term Loan
(excluding any arrangement, structuring or other fees payable in
connection therewith but not shared with all lenders of such
Additional Term Loans) amortized equally over the period from the
date such Additional Term Loan is incurred to the maturity date
applicable to such Additional Term Loan; provided, that such
original issue discount and/or fees shall not be amortized over a
period of greater than four years."
D. Section 2.12(a) of the Credit Agreement is hereby amended by deleting
the table contained therein in its entirety and substituting the following table
therefor:
U.S. TERM LOAN EUROPEAN TERM LOAN
FISCAL QUARTER ENDING INSTALLMENTS INSTALLMENTS
- --------------------- -------------- ------------------
September 30, 2004 $ 82,500 (euro)783,750
December 31, 2004 $ 82,500 (euro) 783,750
March 31, 2005 $ 82,500 (euro) 783,750
June 30, 2005 $ 82,500 (euro) 783,750
September 30, 2005 $ 82,500 (euro) 783,750
December 31, 2005 $ 82,500 (euro) 783,750
March 31, 2006 $ 82,500 (euro) 783,750
June 30, 2006 $ 82,500 (euro) 783,750
September 30, 2006 $ 82,500 (euro) 783,750
December 31, 2006 $ 82,500 (euro) 783,750
March 31, 2007 $ 82,500 (euro)1,097,250
June 30, 2007 $ 82,500 (euro)1,097,250
September 30, 2007 $ 82,500 (euro)1,097,250
December 31, 2007 $ 82,500 (euro)1,097,250
March 31, 2008 $ 82,500 (euro)1,410,750
June 30, 2008 $ 82,500 (euro)1,410,750
September 30, 2008 $ 82,500 (euro)1,410,750
December 31, 2008 $ 82,500 (euro)1,410,750
March 31, 2009 $ 82,500 (euro)3,526,875
June 30, 2009 $ 82,500 (euro)3,526,875
September 30, 2009 $ 82,500 (euro)3,526,875
December 31, 2009 $ 82,500 (euro)3,526,875
March 31, 2010 $ 82,500 (euro)5,120,500
June 30, 2010 $ 82,500 (euro)5,120,500
September 30, 2010 $ 7,755,000 (euro)5,120,500
December 31, 2010 $ 7,755,000 (euro)5,120,500
March 31, 2011 $ 7,755,000 (euro)5,120,500
June 15, 2011 $ 7,755,000 (euro) 5,120,500
-----------
TOTAL $33,000,000 (euro)62,700,000
===========
1.3 AMENDMENT TO SECTION 6: NEGATIVE COVENANTS.
A. Section 6.1 of the Credit Agreement is hereby amended by deleting the
word "and" at the end of clause (q) thereof, deleting the period at the end of
clause (r), inserting "; and" at the end of clause (r), and inserting the
following clause "(s)" after clause (r):
"(s) Indebtedness of Company and the Guarantor Subsidiaries in an
aggregate principal amount not to exceed $20,000,000 minus the aggregate
principal amount of Indebtedness theretofore or concurrently incurred
pursuant to Section 2.1(c); provided, that (i) such Indebtedness shall be
unsecured except for Liens on Collateral subordinated to the Liens thereon
in favor of the Collateral Agent for the benefit of the Lenders securing
the Obligations, (ii) the final maturity of such Indebtedness shall be no
earlier than six months after the Term Loan Maturity Date, (iii) there
shall be no scheduled principal payments for such Indebtedness prior to
the maturity date thereof in excess of 1% of the initial aggregate
principal amount thereof per annum, (iv) such Indebtedness shall otherwise
be subject to customary terms and conditions, including intercreditor
terms, satisfactory to Administrative Agents and the Syndication Agent
(with Collateral Agent being hereby authorized to execute on behalf of the
Secured Parties, an intercreditor agreement containing such satisfactory
terms), (v) after giving effect to the incurrence of such Indebtedness,
Company shall be in pro forma compliance with the financial covenants set
forth in Sections 6.8(a), 6.8(b) and 6.8(d), (vi) no Default or Event of
Default shall have occurred and be continuing or result from the
incurrence of such Indebtedness, and (vii) the net proceeds of such
Indebtedness shall be used to repay Revolving Loans then outstanding
(without a reduction of the Revolving Commitments), to pay related fees
and expenses, and, to the extent of any excess, for working capital and
general corporate purposes."
B. Section 6.1(b) of the Credit Agreement is hereby amended by deleting
the word "and" at the end of clause (v) thereof, deleting the period at the end
of clause (vi), inserting "; and" at the end of clause (vi), and inserting the
following clause "(vii)" after clause (vi):
"(vii) (A) Indebtedness of Autocam Europe or its wholly-owned subsidiary
organized under the laws of Poland (the "NEW POLISH SUBSIDIARY") to Company or a
Guarantor Domestic Subsidiary in an aggregate principal amount outstanding at
any time not to exceed $3,000,000 minus the amount of equity investments made
pursuant to the proviso in Section 6.7(e) and (B) Indebtedness of the New Polish
Subsidiary to Autocam Europe made with the proceeds of loans made to Autocam
Europe under clause (A); provided, that (w) Company shall have complied with
Section 5.10 with respect to the New Polish Subsidiary; (x) any such
intercompany loan is evidenced by an intercompany note (or other similar
agreement appropriate under the laws of the Netherlands or Poland, as
applicable, to evidence intercompany loans), which is pledged by the Company,
the applicable Guarantor Domestic Subsidiary or Autocam Europe, as applicable,
to secure the Obligations, (y) at such time as the aggregate amount of
intercompany loans made to the New Polish Subsidiary pursuant to Section
6.1(b)(vii)(A) and (B) equals or exceeds $2,000,000, such intercompany loans
shall be secured by assets of the New Polish Subsidiary in which security
interests can legally and practicably be taken without the incurrence of
excessive costs in relation to the value of the security afforded thereby as
determined by the Administrative Agents and Syndication Agent and without
causing adverse tax consequences for Company, reasonably determined by Company
to be material; and (z) the proceeds of intercompany loans made to Autocam
Europe under clause (A) above shall be used to make intercompany loans to the
New Polish Subsidiary pursuant to clause (B) above."
C. Section 6.2 of the Credit Agreement is hereby amended by (i) striking
the word "and" where it appears in Section 6.2(n) and adding ", and (vii)" to
the end thereof, and (ii) deleting the word "and" at the end of clause (p)
thereof, deleting the period at the end of clause (q), inserting "; and" at the
end of clause (q), and inserting the following clause "(r)" after clause (q):
"(r) subordinated Liens on the Collateral securing Indebtedness
permitted pursuant to Section 6.1(s)."
D. Section 6.7(e) is hereby amended by striking the word "and" where it
appears therein and inserting ", and Section 6.1(b)(vii), provided that the
Company may make up to $1,000,000 of the Investments permitted under Section
6.1(b)(vii)(A) and the corresponding Investments permitted under Section
6.1(b)(vii)(B) in the form of equity Investments, rather than as intercompany
loans)" after the reference to "Section 6.1(b)(i)-(iv)" therein.
E. Section 6.8(a) of the Credit Agreement is hereby amended by deleting
the table contained therein in its entirety and substituting the following table
therefor:
FISCAL QUARTER ENDING INTEREST COVERAGE RATIO
- --------------------- -----------------------
September 30, 2004 2.20:1.00
December 31, 2004 2.20:1.00
March 31, 2005 2.10:1.00
June 30, 2005 1.80:1.00
September 30, 2005 1.80:1.00
December 31, 2005 1.80:1.00
March 31, 2006 1.95:1.00
June 30, 2006 2.10:1.00
September 30, 2006 2.20:1.00
December 31, 2006 2.25:1.00
March 31, 2007 2.25:1.00
June 30, 2007 2.25:1.00
September 30, 2007 2.25:1.00
December 31, 2007 2.50:1.00
March 31, 2008 2.50:1.00
June 30, 2008 2.50:1.00
September 30, 2008 2.50:1.00
December 31, 2008 and each 2.90:1.00
Fiscal Quarter thereafter
Notwithstanding the foregoing, from and after the Section 1.2D Effective Date,
the minimum required Interest Coverage Ratio shall decrease by .05 for the
Fiscal Quarter ending June 30, 2005 and each Fiscal Quarter thereafter (for
example, from and after the Section 1.2D Effective Date, the minimum required
Interest Coverage Ratio for the Fiscal Quarter ending June 30, 2005 shall be
1.75:1.00 rather than 1.80:1:00 as described in the table above)."
F. Section 6.8(b) of the Credit Agreement is hereby amended by deleting
the table contained therein in its entirety and substituting the following table
therefor:
FISCAL QUARTER ENDING LEVERAGE RATIO
- --------------------- --------------
September 30, 2004 5.40:1.00
December 31, 2004 5.40:1.00
March 31, 2005 6.00:1.00
June 30, 2005 6.65:1.00
September 30, 2005 6.50:1.00
December 31, 2005 6.50:1.00
March 31, 2006 6.00:1.00
June 30, 2006 5.50:1.00
September 30, 2006 5.25:1.00
December 31, 2006 5.00:1.00
March 31, 2007 5.00:1.00
June 30, 2007 5.00:1.00
September 30, 2007 5.00:1.00
December 31, 2007 4.50:1.00
March 31, 2008 4.50:1.00
June 30, 2008 4.50:1.00
September 30, 2008 4.50:1.00
December 31, 2008 3.75:1.00
March 31, 2009 3.75:1.00
June 30, 2009 3.75:1.00
September 30, 2009 3.75:1.00
December 31, 2009 and each Fiscal 3.25:1.00
Quarter thereafter
G. Section 6.8(d) of the Credit Agreement is hereby renumbered as Section
6.8(e), references in the Credit Agreement to "Section 6.8(d)" (other than
references inserted by the First Amendment) are hereby amended to read "Section
6.8(e)", and the following is inserted as Section 6.8(d) of the Credit
Agreement:
"(d) Senior Leverage Ratio. Holdings shall not permit the Senior Leverage
Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal
Quarter ending March 31, 2005, to exceed the correlative ratio indicated:
FISCAL QUARTER ENDING SENIOR LEVERAGE RATIO
- --------------------- ---------------------
March 31, 2005 3.50:1.00
June 30, 2005 3.50:1.00
September 30, 2005 3.50:1.00
December 31, 2005 3.50:1.00
March 31, 2006 3.25:1.00
June 30, 2006 3.25:1.00
September 30, 2006 3.00:1.00
December 31, 2006 3.00:1.00
March 31, 2007 3.00:1.00
June 30, 2007 3.00:1.00
September 30, 2007 3.00:1.00
December 31, 2007 2.50:1.00
March 31, 2008 2.50:1.00
June 30, 2008 2.50:1.00
September 30, 2008 2.50:1.00
December 31, 2008 2.25:1.00
March 31, 2009 2.25:1.00
June 30, 2009 2.25:1.00
September 30, 2009 2.25:1.00
December 31, 2009 and each Fiscal 2.00:1.00
Quarter thereafter
1.4 AMENDMENT TO SECTION 9- AGENTS.
A. Section 9.9(a) of the Credit Agreement is hereby amended by deleting
"and (ii)" and inserting the following immediately after "Autocam Corporation".
", (ii) Autocam Europe if and when it grants a Lien to Collateral Agent pursuant
to Dutch Law, and (iii)"
1.5 AMENDMENTS TO SECTION 10 - MISCELLANEOUS.
A. Section 10.5(a) of the Credit Agreement is hereby amended by inserting
the following sentence at the end of such Section:
"Notwithstanding the foregoing, this Agreement and the other Credit Documents
may be amended (or amended and restated) solely with the written approval of the
Administrative Agents, Borrowers and the Lenders of the Additional Term Loans to
implement the Additional Term Loans permitted by Section 2.1(c)."
SECTION 2. WAIVER
A. The Lenders hereby waive any noncompliance with Section 6.5 of the
Credit Agreement that may have occurred due to certain Option Merger
Consideration being paid after the Closing Date rather than on the Closing Date
as contemplated by the Credit Agreement.
B. The waiver set forth in Section 2A (the "WAIVER") shall be limited
precisely as written and relate solely to any technical noncompliance by the
Company with Section 6.5 of the Credit Agreement that may have occurred in the
manner and to the extent described above, and nothing in this Waiver shall be
deemed to: (i) constitute a waiver of compliance by the Company with respect to
(a) Section 6.5 of the Credit Agreement in any other instance or (b) any other
term, provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or (ii) prejudice any right or remedy that any
Agent or any Lender may now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after giving effect to this
Waiver) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
SECTION 3. CREDIT PARTIES' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this First Amendment, each Credit Party
represents and warrants to each Lender that the following statements are true,
correct and complete:
(a) each Credit Party has all requisite corporate power and
authority to enter into this First Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this First Amendment (the "AMENDED
AGREEMENT");
(b) the execution and delivery of this First Amendment and the
performance of the Amended Agreement have been duly authorized by all
necessary corporate, and if required, stockholder, action on the part of
each Credit Party;
(c) the execution and delivery by each Credit Party of this\
First Amendment and the performance by each Credit Party of the Amended
Agreement do not and will not (i) violate the organizational documents of
any Credit Party, (ii) violate any provision of any law or any
governmental rule or regulation applicable to any Credit Party, or any
order, judgment or decree of any court or other agency of government
binding on any Credit Party, (iii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under, or
give rise to any right to accelerate or to require a prepayment,
repurchase or redemption under any Contractual Obligation of any Credit
Party, (iv) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Credit Party (other than Liens
created under any of the Credit Documents in favor of Collateral Agent on
behalf of Lenders and other Liens permitted under the Amended Agreement),
or (v) require any approval of stockholders or any approval or consent of
any Person under any Contractual Obligation of any Credit Party or any of
its Subsidiaries, except with respect to the foregoing clauses (ii), (iii)
and (v) above, such violations, conflicts, breaches, defaults or failures
to obtain approvals or consents which could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect;
(d) the execution and delivery by any Credit Party of this
First Amendment and the performance by any Credit Party of the Amended
Agreement do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal,
state or other governmental authority or regulatory body, except for
registrations, consents, approvals, notices and other actions the failure
to obtain or take have not and could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;
(e) this First Amendment and the Amended Agreement have been
duly executed and delivered by each Credit Party and are the legally valid
and binding obligations of each Credit Party, enforceable against such
Credit Party in accordance with their respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability;
(f) after giving effect to Sections 1 and 2 hereof, the
representations and warranties contained in Section 4 of the Credit
Agreement are and will be true, correct and complete in all material
respects on and as of the date hereof and the First Amendment Effective
Date (as defined below) to the same extent as though made on and as of
such dates, except (i) to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier
date, (ii) the reference to "Projections" in Section 4.8 of the Credit
Agreement shall be deemed to refer to the revised projections delivered to
the Agents and the Lenders in connection with this First Amendment, and
(iii) the reference in Section 4.9 of the Credit Agreement to "December
31, 2003" shall be deemed to be a reference to "December 31, 2004".
(ii) after giving effect to Sections 1 and 2 hereof, no event has
occurred and is continuing that would constitute an Event of Default or a
Default.
SECTION 4. CONDITIONS TO EFFECTIVENESS
Sections 1 and 2 of this First Amendment (other than Section 1.2D hereof)
shall become effective only upon the satisfaction of all of the following
conditions precedent, but in no event earlier than April 8, 2005 (the later of
the date of satisfaction of such conditions and April 8, 2005 being referred to
herein as the "FIRST AMENDMENT EFFECTIVE DATE"):
A. REPRESENTATIONS AND WARRANTIES. On the First Amendment Effective Date,
(a) after giving effect to Sections 1 and 2 hereof, the representations and
warranties contained in Section 3 hereof shall be true and correct as of such
date, as though made on and as of such date; (b) after giving effect to Sections
1 and 2 hereof, no Default or Event of Default shall then exist; and (c) the
Company shall deliver to General Administrative Agent a certificate signed by a
responsible officer of Company confirming the foregoing.
B. CORPORATE DOCUMENTS. On or before the First Amendment Effective Date,
each Credit Party shall have delivered to Lenders (or to General Administrative
Agent for Lenders with sufficient originally executed copies, where appropriate,
for each Lender and its counsel) the following, each, unless otherwise noted,
dated the First Amendment Effective Date:
(a) An officer's certificate of such Credit Party certifying
that organizational documents of such Credit Party as delivered to General
Administrative Agent on the Closing Date, are in full force and effect and
have not been amended or modified in any respect since the Closing Date;
(b) Resolutions of its Board of Directors or other authorizing
body or Person approving and authorizing the execution, delivery and
performance of this First Amendment, certified as of the First Amendment
Effective Date by its secretary or an assistant secretary as being in full
force and effect without modification or amendment;
(c) Signature and incumbency certificates of the officers of
such Person executing this First Amendment; and
(d) Executed originals of this First Amendment from Holdings,
Company, European Borrower and each Credit Party.
C. LITIGATION. No action, suit, investigation, litigation or proceeding by
any entity (private or governmental) before any court, arbitration or
governmental authority shall be pending or, to the knowledge of Company,
threatened with respect to this First Amendment, any other Credit Document or
any other documentation executed in connection herewith or with respect to the
transactions contemplated hereby, or which could reasonably be expected to have
a Material Adverse Effect.
D. COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken or
to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by General
Administrative Agent, acting on behalf of Lenders, Syndication Agent and their
counsel shall be satisfactory in form and substance to General Administrative
Agent, Syndication Agent and such counsel, and General Administrative Agent and
such counsel shall have received all such counterpart originals or certified
copies of such documents as General Administrative Agent may reasonably request.
E. FEES AND EXPENSES. Company shall have paid all reasonable fees and
expenses of Administrative Agents and Syndication Agent (including, without
limitation, the reasonable fees and disbursements of O'Melveny & Myers LLP) in
connection with this First Amendment and the documents and transactions related
hereto, and any fees separately agreed upon among Company and Syndication Agent.
The General Administrative Agent shall have received payment, for the account of
each Lender that executes this First Amendment on or before 5:00 p.m. Eastern
Standard Time on April 11, 2005, of an amendment fee equal to 0.25% of the sum
of such Lender's Revolving Exposure and the principal amount of Term Loans held
by such Lender on the First Amendment Effective Date.
F. REQUISITE LENDER APPROVAL. On or prior to the First Amendment Effective
Date, the Requisite Lenders shall have executed and delivered counterparts to
this First Amendment.
SECTION 5. CONDITIONS TO EFFECTIVENESS - SECTION 1.2(D)
Section 1.2D of this Amendment shall become effective only upon the satisfaction
of all of the following conditions precedent (the date on which such conditions
precedent are satisfied being the "SECTION 1.2D EFFECTIVE DATE"):
A. FIRST AMENDMENT EFFECTIVE DATE. The First Amendment Effective Date
shall have occurred.
B. AFFECTED LENDER APPROVAL. Each Lender with European Term Loan Exposure
shall have executed and delivered a counterpart to this First Amendment.
SECTION 6. ACKNOWLEDGEMENT AND CONSENT
Each of Company, Holdings, European Borrower and each Guarantor (each
individually a "CREDIT SUPPORT PARTY" and collectively, the "CREDIT SUPPORT
PARTIES") has read this First Amendment and consents to the terms hereof and
agrees that all references to the Credit Agreement in all Credit Documents shall
be deemed to mean the Credit Agreement as amended by this First Amendment, and
each Credit Support Party further hereby confirms and agrees that the
obligations of such Credit Support Party under, and the Liens granted by such
Credit Support Party as collateral security for the indebtedness, obligations
and liabilities evidenced by the Credit Agreement and the other Credit Documents
pursuant to, each of the Credit Documents to which such Credit Support Party is
a party shall not be impaired by the effectiveness of this First Amendment and
each of the Credit Documents to which such Credit Support Party is a party is,
and shall continue to be, in full force and effect and are hereby confirmed and
ratified in all respects.
SECTION 7. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.
(i) On and after the effective date of this First Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement and each
reference in the other Credit Documents to the "Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended hereby.
(ii) Each reference in other Credit Documents to defined terms in
the Credit Agreement shall be to the defined terms in the Credit Agreement as
amended hereby.
(iii) Except as specifically amended by this First Amendment, the
Credit Agreement and the other Credit Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iv) The execution, delivery and performance of this First Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any
Administrative Agent or any Lender under the Credit Agreement or any of the
other Credit Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in Section 10.2 of the Credit Agreement incurred by Agents
and their counsel with respect to this First Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.
C. HEADINGS. Section headings in this First Amendment are included herein
for convenience of reference only and shall not constitute a part of this First
Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This First Amendment may be executed 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, but all such counterparts together shall constitute but
one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
AUTOCAM CORPORATION
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM FRANCE, SARL
By: _____________________________
Name: John C. Kennedy
Title: Co-Manager
TITAN HOLDINGS, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM-PAX, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM SOUTH CAROLINA, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM GREENVILLE, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM ACQUISITION, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM LASER TECHNOLOGIES, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM-HAR, INC.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM INTERNATIONAL, LTD.
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM INTERNATIONAL SALES
CORPORATION
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
AUTOCAM EUROPE B.V.
BY: AUTOCAM CORPORATION,
AS MANAGING DIRECTOR
By: _____________________________
Name: Warren A. Veltman
Title: Treasurer and Secretary
GOLDMAN SACHS CREDIT
PARTNERS L.P.,
as Syndication Agent and a Lender
By: _____________________________
Name:
Title:
CITICORP NORTH AMERICA, INC.,
as General Administrative Agent, Collateral
Agent, and a Lender
By: _____________________________
Name: David Bouton
Title: Vice President
CITIBANK INTERNATIONAL PLC,
as European Administrative Agent
By: _____________________________
Name:
Title:
LENDERS:
_________________________________
[Name of Lender]
By: _____________________________
Name: ___________________________
Title: __________________________