FIRST AMENDMENT FIRST AMENDMENT, dated as of August 29, 1997 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of June 5, 1997 (as the same may be further amended, supplemented or otherwise modified from time to time,...
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EXHIBIT 4.10
FIRST AMENDMENT
FIRST AMENDMENT, dated as of August 29, 1997 (this
"Amendment"), to the Second Amended and Restated Credit Agreement, dated as of
June 5, 1997 (as the same may be further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Viasystems Group,
Inc., a Delaware corporation ("Holdings"), Viasystems, Inc., a Delaware
corporation (the "US Borrower"), Circo Craft Co. Inc., a Quebec corporation
(the "Canadian Borrower"), PCB Investments plc, a corporation organized under
the laws of England and Wales ("English Bidco"), Forward Group Plc, a
corporation organized under the laws of England and Wales (the "English
Borrower"), Chips Acquisition Limited, a private limited company organized
under the laws of England and Wales ("Chips Limited"), Interconnection Systems
(Holdings) Limited, a private limited company organized under the laws of
England and Wales ("ISL" and together with the Canadian Borrower, English
Bidco, the English Borrower and Chips Limited, the "Foreign Subsidiary
Borrowers"), the several banks and other financial institutions from time to
time parties to thereto (the "Lenders"), The Chase Manhattan Bank of Canada
("Chase Canada"), as administrative agent for the Canadian Lenders (in such
capacity, the "Canadian Agent"), Chase Manhattan International Limited, as
administrative agent for the English Lenders (in such capacity, the "English
Agent"), any Future Foreign Agent which may from time to time be appointed
thereunder and The Chase Manhattan Bank ("Chase"), 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 US Borrower and the Foreign Subsidiary
Borrowers have requested that the Lenders, and the Lenders have agreed to,
amend certain provisions of the Credit Agreement, upon the terms and subject to
the conditions set forth below to allow the repurchase or redemption of
outstanding Chips Loan Notes;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement. Unless otherwise indicated, all Section and subsection references
are to the Credit Agreement.
SECTION 2. Defined Terms. Subsection 1.1 of the Credit
Agreement is hereby amended by inserting the following new definition in the
proper alphabetical order:
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"'Paying Agent': Chase, as party to the Paying Agency
Agreement, dated as of April 21, 1997, among Chips Holdings, the
holders (together with any subsequent registered holder of the Chips
Loan Notes) and Chase, as Paying Agent."
SECTION 3. Amendment to Subsection 8.7. Subsection 8.7 of
the Credit Agreement is hereby amended by deleting the word "and" at the end of
clause (c) thereof, by replacing the period at the end of clause (d) thereof
with a semi-colon and the word "and" and by inserting immediately after such
clause (d) the following:
"(e) Restricted Payments by Bisto to Holdings."
SECTION 4. Amendment to Subsection 8.9. Subsection 8.9 of
the Credit Agreement is hereby amended by deleting the word "and" at the end of
clause (m) thereof, by replacing the period at the end of clause (n) thereof
with a semi-colon and the word "and" and by inserting immediately after such
clause (n) the following:
"(o) so long as after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, purchases by
Holdings of the Chips Loan Notes; provided that (i) the acquisition
price of the Chips Loan Notes does not exceed the principal of and
accrued and unpaid interest on such Chips Loan Notes on the date of
the acquisition and (ii) any such Chips Loan Notes are promptly
delivered to the Paying Agent for cancellation."
SECTION 5. Amendment to Subsection 11.6. Subsection 11.6 of
the Credit Agreement is hereby amended by inserting the following at the end of
such subsection:
"provided this clause (v) shall not prevent investments in the
Chips Loan Notes by Holdings in accordance with subsection 8.9(o), or
redemption of the Chips Loan Notes by Holdings as long as the redemption price
of the Chips Loan Notes does not exceed the principal of and accrued and unpaid
interest on such Chips Loan Notes on the date of the redemption."
SECTION 6. Representations and Warranties. After giving
affect to this Amendment, Holdings and the US Borrower (and each Foreign
Subsidiary Borrower, only as to itself, and its Subsidiaries) hereby confirm,
reaffirm and restate the representations and warranties set forth in Section 5
of the Credit Agreement as if made on and as of the date hereof.
SECTION 7. Condition to Effectiveness. This Amendment shall
become effective as of August __, 1997 upon receipt by the Administrative Agent
of (a) counterparts of this Amendment, duly executed and delivered by Holdings,
the US Borrower, the Foreign Subsidiary Borrowers and the Required Lenders and
(b) an acknowledgement and consent in the form of Exhibit A executed by the
Credit Parties.
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SECTION 8. Continuing Effect of Credit Agreement. Except as
expressly amended herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
SECTION 9. Governing Law; Counterparts. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. This Amendment may be executed by the parties hereto in any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
VIASYSTEMS GROUP, INC.,
as Guarantor
By:
--------------------------------
Name:
Title:
BORROWERS
VIASYSTEMS, INC.,
as US Borrower
By:
--------------------------------
Name:
Title:
CIRCO CRAFT CO. INC.,
as Canadian Borrower
By:
--------------------------------
Name:
Title:
PCB INVESTMENTS PLC,
as English Bidco
By:
--------------------------------
Name:
Title:
FORWARD GROUP PLC,
as English Borrower
By:
--------------------------------
Name:
Title:
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CHIPS ACQUISITION LIMITED,
as a Foreign Subsidiary Borrower
By:
--------------------------------
Name:
Title:
INTERCONNECTION SYSTEMS (HOLDINGS)
LIMITED,
as a Foreign Subsidiary Borrower
By:
--------------------------------
Name:
Title:
AGENTS
THE CHASE MANHATTAN BANK,
as Administrative Agent and Collateral
Agent, and as a Lender
By:
-------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK OF CANADA,
as Canadian Agent, and as a Canadian
Lender
By:
-------------------------------
Name:
Title:
CHASE MANHATTAN INTERNATIONAL LIMITED,
as English Agent
By:
-------------------------------
Name:
Title:
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CHASE MANHATTAN BANK DELAWARE,
as a US Issuing Lender
By:
--------------------------------
Name:
Title:
US LENDERS
CIBC INC.
By:
--------------------------------
Name:
Title:
BANK OF MONTREAL
By:
--------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Name:
Title:
CITIBANK, N.A.
By:
--------------------------------
Name:
Title:
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THE FUJI BANK LIMITED, NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:
--------------------------------
Name:
Title:
BANKERS TRUST
By:
--------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
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8
ABN AMRO BANK N.V.
By:
--------------------------------
Its:
--------------------------------
By:
--------------------------------
Its:
--------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By:
--------------------------------
Name:
Title:
THE SAKURA BANK, LIMITED
By:
--------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
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NATIONAL BANK OF CANADA
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS, NEW YORK
BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
By:
--------------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC.
By:
--------------------------------
Name:
Title:
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THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By:
--------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
--------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
--------------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
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ALLSTATE LIFE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
ALLSTATE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
--------------------------------
Name:
Title:
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO, FORMERLY CHL HIGH YIELD
LOAN PORTFOLIO
(a unit of THE CHASE MANHATTAN BANK)
By:
--------------------------------
Name:
Title:
PRIME INCOME TRUST
By:
--------------------------------
Name:
Title:
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ORIX USA CORPORATION
By:
--------------------------------
Name:
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE
FUND, INC.
By:
--------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management,
L.P., as Investment Advisor
By:
---------------------------
Name:
Title:
KZH-SOLEIL CORPORATION (formerly
known as KZH Holding Corporation)
By:
--------------------------------
Name:
Title:
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AMARA-1 FINANCE LTD.
By:
--------------------------------
Name:
Title:
AMARA-2 FINANCE LTD.
By:
--------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
--------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
-------------------------
Name:
Title:
APPALOOSA MANAGEMENT, L.P.
By:
--------------------------------
Name:
Title:
▇▇▇▇▇▇▇▇ CAPITAL
By:
--------------------------------
Name:
Title:
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INDOSUEZ CAPITAL
By:
--------------------------------
Name:
Title:
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▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By:
--------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:
--------------------------------
Name:
Title:
BANK OF MONTREAL
By:
--------------------------------
Name:
Title:
FUJI BANK CANADA
By:
--------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
--------------------------------
Name:
Title:
CITIBANK CANADA
By:
--------------------------------
Name:
Title:
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BANK OF TOKYO-MITSUBISHI (CANADA)
By:
--------------------------------
Name:
Title:
THE SAKURA BANK (CANADA)
By:
--------------------------------
Name:
Title:
THE SUMITOMO BANK (CANADA)
By:
--------------------------------
Name:
Title:
BT BANK OF CANADA
By:
--------------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
--------------------------------
Name:
Title:
▇▇
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇)
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
ABN AMRO BANK CANADA
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
FIRST CHICAGO NBD BANK, CANADA
By:
--------------------------------
Name:
Title:
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ENGLISH LENDERS
THE CHASE MANHATTAN BANK
By:
--------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Name:
Title:
BANK OF MONTREAL
By:
--------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
--------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
By:
--------------------------------
Name:
Title:
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BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS, LONDON
BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
--------------------------------
Name:
Title:
CITIBANK, N.A.
By:
--------------------------------
Name:
Title:
20
20
BHF BANK AKTIENGESELLSCHAFT
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
SAKURA BANK LIMITED LONDON BRANCH
By:
--------------------------------
Name:
Title:
BANK OF NEW YORK
By:
--------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
--------------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By:
--------------------------------
Name:
Title:
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THE MITSUBISHI TRUST & BANKING
CORPORATION
By:
--------------------------------
Name:
Title:
CAISSE NATIONAL DE CREDIT AGRICOLE
By:
--------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI
By:
--------------------------------
Name:
Title:
CIBC WOOD GUNDY PLC
By:
--------------------------------
Name:
Title:
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22
FIRST CHICAGO NBD BANK
By:
--------------------------------
Name:
Title:
THE SUMITOMO BANK (CANADA)
By:
--------------------------------
Name:
Title:
APPALOOSA MANAGEMENT, L.P.
By:
--------------------------------
Name:
Title: