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EXHIBIT 10.1.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 4, 1999 (this
"Amendment"), is among Venture Holdings Company LLC, a Michigan limited
liability company, as successor Borrower to Venture Holdings Trust under the
Credit Agreement (the "Borrower"), the lenders set forth on the signature pages
hereof (collectively, the "Lenders"), and The First National Bank of Chicago, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
RECITAL
The Borrower, the Administrative Agent and the Lenders are parties to a
Credit Agreement dated as of May 27, 1999 (the "Credit Agreement"). The Borrower
and the Guarantors desire to amend the Credit Agreement and the Agent and the
Lenders are willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
The Credit agreement is amended as follows:
1.1 The following definitions in Section 1.1 are amended as follows: (a)
the definition of "Aggregate Revolving Credit Commitment" is amended by deleting
reference therein to "$200,000,000" and substituting "$175,000,000" in place
thereof, (b) the definition of "Aggregate Term Loan A Commitment" is amended by
deleting reference therein to "$100,000,000" and substituting "$75,000,000" in
place thereof, (c) the definition of "Aggregate Term Loan B Commitment" is
amended by deleting reference there in to "$150,000,000" and substituting
"$200,000,000" in place thereof, (d) the definition of "Eligible Accounts
Receivable" is amended by restating clause (a) thereof as follows: "(a) that is
outstanding more than 90 days after the earlier of the date of the related
invoice or the date the related goods were shipped or service is provided, that
is due from any Affiliate of the Borrower or that is unbilled," and (e) the
definition of "Pro Rata Share" is amended by deleting reference therein to
"2.5(b)" and substituting "2.6(b)" in place thereof.
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The following definitions are added to Section 1.1 in appropriate alphabetical
order: (i) "Term Loans" means Term Loan A, Term Loan B and the Interim Term
Loan; and (ii) "Multicurrency Loans" means Multicurrency Revolving Credit Loans.
1.2 Each reference in Sections 2.1(c) and 2.1(d)(i) to "$15,000,000" is
deleted and "$20,000,000" is substituted in each place thereof.
1.3 Section 2.1(c) is amended by deleting the word "and" before clause
(iii) thereof and adding the following to the end thereof: ", (iv) the Dollar
Equivalent of the Aggregate Multicurrency Revolving Credit Outstandings of all
Multicurrency Revolving Credit Lenders will not exceed the amount of the
Multicurrency Revolving Credit Commitments that the Borrower has designated to
the Administrative Agent as activated (the "Activated Aggregate Multicurrency
Revolving Commitments"), which activation or deactivation shall be in increments
of $25,000,000, shall be effective five Business Days after notification by the
Borrower to the Administrative Agent and shall not be reduced below the Dollar
Equivalent of the Aggregate Multicurrency Revolving Credit Outstandings of all
Multicurrency Revolving Credit Lenders, and (v) the Dollar Revolving Credit
Loans will not exceed the difference of the Aggregate Revolving Credit
Commitments minus the amount of the Activated Aggregate Multicurrency Revolving
Credit Commitment."
1.4 Sections 2.9.2 and 2.9.3 are restated as follows:
2.9.2. Term Loan A. The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the pro rata account of each Term Loan
A Lender in Dollars the unpaid principal amount of each Term Loan A of such
Lender in twenty quarterly principal payments as follows:
Payment Date Principal Installment
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September 30, 1999 $525,000
December 31, 1999 $525,000
March 31, 2000 $525,000
June 30, 2000 $525,000
September 30, 2000 $3,375,000
December 31, 2000 $3,375,000
March 31, 2001 $3,375,000
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June 30, 2001 $3,375,000
September 30, 2001 $4,125,000
December 31, 2001 $4,125,000
March 31, 2002 $4,125,000
June 30, 2002 $4,125,000
September 30, 2002 $4,875,000
December 31, 2002 $4,875,000
March 31, 2003 $4,875,000
June 30, 2003 $4,875,000
September 30, 2003 $5,850,000
December 31, 2003 $5,850,000
March 31, 2004 $5,850,000
May 27, 2004 $5,850,000
On the Term Loan A Maturity Date each Term Loan A shall be paid in full.
2.9.3. Term Loan B. The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the pro rata account of each Term Loan
B Lender in Dollars the unpaid principal amount of Term Loan B of such
Lender in twenty-three quarterly principal payments on the last day of each
calendar quarter and at the Term Loan B Maturity Date as follows:
Payment Dates Principal Installment
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September 30, 1999-June 30, 2004 $500,000
September 30, 2004 $5,850,000
December 31, 2004 $5,850,000
April 1, 2005 $178,300,000
On the Term Loan B Maturity Date, Term Loan B shall be paid in full.
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1.5 Section 2.23.2(d) is amended by adding the following to the end
thereof: ", which payments shall be due 90 days after the end of each fiscal
year of the Borrower."
1.6 Section 7.20 is amended by deleting reference therein to "November
30, 2000" and substituting "November 27, 2000" in place thereof.
1.7 The following is added to the end of Section 8.2: "No amendment of
any provision of this Agreement which would decrease the mandatory prepayments
with respect to the Revolving Credit Loans shall be effective without the
written consent of the Required Revolving Credit Lenders, with respect to Term
Loan A shall be effective without the written consent of the Required Term Loan
A Lenders, with respect to Term Loan B shall be effective without the written
consent of the Required Term Loan B Lenders or with respect to the Interim Term
Loan shall be effective without the written consent of the Required Interim Term
Loan Lenders. No amendment of any provision of this Agreement relating to the
Issuer shall be effective without the written consent of the Issuer."
1.8 Reference in Section 10.8 to "Revolving Credit Commitments" shall
be deleted and "Commitments" shall be substituted in each place thereof.
1.9 The following is added to the end of clause (i) contained in
Section 12.3.1: ",and provided that any two or more investment funds that invest
in commercial loans and that are managed or advised by the same investment
advisor or by an Affiliate of such investment advisor shall be treated as a
single assignee for purposes of the minimum amounts required under this clause
(i), subject to any assignment to any fund being at least $1,000,000,"
ARTICLE 2.
REPRESENTATIONS
The Borrower and each Guarantor represents and warrants to the
Administrative Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within their respective powers, have been duly authorized by the Borrower and
each Guarantor and are not in contravention of any Requirement of Law.
2.2 This Amendment is the legal, valid and binding obligations of the
Borrower and each Guarantor, enforceable against them in accordance with the
terms thereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in the Credit Agreement and the
representations and warranties contained in
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the other Loan Documents are true on and as of the date hereof with the same
force and effect as if made on and as of the date hereof, and no Default or
Unmatured Default exists or has occurred and is continuing on the date hereof.
ARTICLE 3.
MISCELLANEOUS.
3.1 References in the Credit Agreement or in any other Loan Document to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby and as further amended from time to time.
3.2 Except as expressly amended hereby, the Borrower and the Guarantors
agree that the Loan Documents are ratified and confirmed and shall remain in
full force and effect and that it has no set off, counterclaim or defense with
respect to any of the foregoing. The terms used but not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.
3.3 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
BORROWER:
VENTURE HOLDINGS COMPANY LLC
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
GUARANTORS:
VEMCO, INC.
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
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VEMCO LEASING, INC.
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE INDUSTRIES CORPORATION
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE HOLDINGS CORPORATION
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE LEASING COMPANY
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE MOLD & ENGINEERING
COMPANY
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE SERVICE COMPANY
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
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VENTURE EUROPE, INC.
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE EU CORPORATION
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
VENTURE HOLDINGS COMPANY LLC
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
EXPERIENCE MANAGEMENT LLC
By: /s/ James E. Butler
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Print Name: James E. Butler
Title: Executive Vice President
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LENDERS:
THE FIRST NATIONAL BANK OF
CHICAGO, as Administrative Agent and a
Lender
By: /s/ Erik W. Bakker
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Print Name: Erik W. Bakker
Title: First Vice President
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