Exhibit 10.1(a)
FIRST AMENDMENT TO THE CREDIT AGREEMENT
FIRST AMENDMENT, dated as of March 19, 2003 (the "Amendment"), to the
Credit Agreement, dated as of January 31, 2003 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Credit Agreement"), among
VIASYSTEMS GROUP, INC., a Delaware corporation ("Holdings"), VIASYSTEMS, INC., a
Delaware corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders") and JPMORGAN
CHASE BANK, a New York banking corporation, as administrative agent for the
Lenders thereunder (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 amend the Credit
Agreement, as more fully described herein; and
WHEREAS, the Lenders 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 which
are defined in the Credit Agreement are used herein as therein defined.
2. Amendment to Subsection 1.1. (a) The definition of "Consolidated Total
Debt" contained in subsection 1.1 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"Consolidated Total Debt": at a particular date, with respect to the
Borrower, the aggregate principal amount of Indebtedness under this Agreement,
Financing Leases, purchase money Indebtedness, and any other Indebtedness for
borrowed money of the Borrower and its Subsidiaries at such date in conformity
with GAAP, including unreimbursed drawings in respect of Revolving Letters of
Credit but excluding undrawn letters of credit and Specified Indebtedness;
provided that, for purposes of calculating Consolidated Total Debt for the
fourth quarter of 2002 in connection with the determination of compliance with
the covenants set forth in subsection 11.1(b) for such period, Consolidated
Total Debt shall be calculated after giving pro forma effect to the transactions
contemplated pursuant to the Reorganization Plan.
(b) the definition of "Interest Coverage Ratio" contained in
subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"Interest Coverage Ratio": for any period, with respect to the
Borrower, the ratio of (a) Consolidated EBITDA to (b) consolidated cash interest
expense (including any such cash
interest expense in respect of Indebtedness under Financing Leases and purchase
money Indebtedness permitted under subsection 11.2(e), but excluding cash
interest expense in respect of Specified Indebtedness) of the Borrower and its
Subsidiaries net of cash interest income (such consolidated cash interest
expense to include fees payable on account of letters of credit and banker's
acceptances but to exclude amortization of debt discount (including discount of
liabilities and reserves established under Accounting Principles Board Opinion
No. 16 as in effect on the date hereof) and costs of issuance); provided that,
for purposes of calculating the Interest Coverage Ratio for any period in
connection with the determination of compliance with the covenants set forth in
subsection 11.1(a) for such period, item (b) above shall be calculated after
giving pro forma effect to the transactions contemplated pursuant to the
Reorganization Plan.
3. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the date (the "Effective Date") when the following
conditions are satisfied:
(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 transmissions thereof) in
the form of Exhibit A, duly executed and delivered by the Required Lenders
consenting to the execution of this Amendment by the Administrative Agent;
(c) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the transactions
contemplated herein; and
(d) 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.
4. 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
Administrative Agent. Except as expressly amended hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect.
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5. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
6. Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
7. Integration. This Amendment and the other Loan Documents represent the
agreement of the Credit Parties, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.
8. 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.
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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/ DAVID M. SINDELAR
----------------------------
Name: David M. Sindelar
Title: CEO
VIASYSTEMS, INC.
By: /s/ DAVID M. SINDELAR
----------------------------
Name: David M. Sindelar
Title: CEO
JP MORGAN CHASE BANK, as
Administrative Agent
By: /s/ JONATHAN KATZ
----------------------------
Name: Jonathan Katz
Title: Vice President
EXHIBIT A
LENDER CONSENT LETTER
VIASYSTEMS, INC. CREDIT AGREEMENT
DATED AS OF JANUARY 31, 2003
To: JPMorgan Chase Bank, as Administrative Agent
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of January 31,
2003 (as amended, supplemented or otherwise modified prior to the date hereof,
the "Credit Agreement"), among Viasystems Group, Inc., Viasystems, Inc. (the
"Borrower"), the several banks and other financial institutions from time to
time parties thereto and JPMorgan Chase Bank, as Administrative Agent. Unless
otherwise defined herein, capitalized terms used herein and defined in the
Credit Agreement are so used as so defined.
The Borrower has requested certain amendments and modifications to
the Credit Agreement on the terms described in the First Amendment with respect
to the Credit Agreement in the form attached hereto (the "First Amendment").
Pursuant to Section 15.1 of the Credit Agreement, the undersigned
Lender hereby consents to the execution by the Administrative Agent of the First
Amendment.
Very truly yours,
____________________________________________
(NAME OF LENDER)
By:_________________________________________
Name:
Title:
Dated as of March 19, 2003