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EXHIBIT 10.30
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of December 8, 2000 (this
"Amendment"), to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
February 3, 1999, as amended by Consent and Amendment No. 1, dated as of July
12, 2000 (the "Agreement"), among HAYES LEMMERZ INTERNATIONAL, INC., a Delaware
corporation (the "Borrower"), the several lenders from time to time parties to
such Agreement (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, a
Canadian-chartered bank acting through its New York Agency, as administrative
agent for the Lenders thereunder and co-lead arranger (in such capacity, the
"Administrative Agent"), CREDIT SUISSE FIRST BOSTON, as syndication agent for
the Lenders thereunder and co-lead arranger, MERRILL LYNCH CAPITAL CORPORATION,
a Delaware corporation, as co-documentation agent for the Lenders thereunder and
DRESDNER BANK AG, as co-documentation agent and European Swing Line
Administrator for the Lenders.
W I T N E S S E T H :
WHEREAS, the Borrower has requested, and upon this Amendment
becoming effective the Lenders shall have agreed, that certain provisions of the
Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
SECTION I. DEFINED TERMS
1.1. Definitions. Unless otherwise defined herein, capitalized
terms are used herein as defined in the Agreement.
SECTION II. AMENDMENTS
2.1. Amendment to Subsection 1.1. Subsection 1.1 of the
Agreement is hereby amended by inserting, in proper alphabetical order therein,
the following new definition:
"Senior Leverage Ratio": as of the end of each fiscal quarter
of the Borrower, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Total Indebtedness on such date
(provided that, for purposes of this definition, Total Indebtedness
shall include Indebtedness described in clause (g) of the definition of
such term only to the extent that the aggregate Dollar Equivalent
Amount thereof exceeds $250,0000,000) minus the aggregate principal
amount of the Senior Subordinated Notes outstanding on such date to (b)
EBITDA for the twelve month period ending on such date.
2.2. Amendment to Subsection 1.1. Subsection 1.1 of the
Agreement is hereby amended by (i) deleting therefrom the existing definition of
"Capital Expenditure" and (ii) inserting, in lieu thereof, the following new
definition of "Capital Expenditure":
"Capital Expenditure": any expenditure, other than pursuant to
subsection 8.9, in respect of the purchase or other acquisition of
fixed or capital assets, or the purchase or other acquisition of
equipment, inventory (other than the purchase or other acquisition of
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raw materials and other goods in the ordinary course of business),
receivables, intellectual property and other assets related thereto.
2.3. Amendment to Subsection 5.2. Subsection 5.2 of the
Agreement is hereby amended by (i) deleting "January 31, 1998" where it appears
therein and inserting, in lieu thereof, "July 31, 2000" and (ii) inserting at
the end of the first sentence thereof, before the period mark, the following:
"provided, however, that no Material Adverse Effect shall be
deemed to have occurred based in whole or in part on any
development or event reflected in or contemplated by the
Borrower's financial and other information and projections,
dated November 29, 2000 that were delivered to the Lenders on
or about November 29, 2000.
2.4. Amendment to Subsection 8.1(a). Subsection 8.1(a) of the
Agreement is hereby amended by (i) deleting therefrom the table of Leverage
Ratios and (ii) inserting, in lieu thereof, the following table of Leverage
Ratios:
Fiscal Quarter Leverage Ratio
-------------- --------------
1999 1st 5.50 to 1.00
2nd 5.50 to 1.00
3rd 5.25 to 1.00
4th 5.25 to 1.00
2000 1st 5.00 to 1.00
2nd 5.00 to 1.00
3rd 4.75 to 1.00
4th 5.25 to 1.00
2001 1st 5.50 to 1.00
2nd 5.50 to 1.00
3rd 5.50 to 1.00
4th 5.25 to 1.00
2002 1st 5.25 to 1.00
2nd 5.25 to 1.00
3rd 5.15 to 1.00
4th 4.85 to 1.00
2003 1st 4.75 to 1.00
2nd 4.65 to 1.00
3rd 4.35 to 1.00
4th 4.10 to 1.00
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Fiscal Quarter Leverage Ratio
-------------- --------------
2004 1st 3.90 to 1.00
2nd 3.90 to 1.00
3rd 3.75 to 1.00
4th 3.50 to 1.00
2.5. Amendment to Subsection 8.1(b). Subsection 8.1(b) of the
Agreement is hereby amended by (i) deleting therefrom the table of Interest
Coverage Ratios and (ii) inserting, in lieu thereof, the following table of
Interest Coverage Ratios:
Fiscal Quarter Interest Coverage Ratio
-------------- -----------------------
1999 1st 2.00 to 1.00
2nd 2.00 to 1.00
3rd 2.00 to 1.00
4th 2.00 to 1.00
2000 1st 2.00 to 1.00
2nd 2.00 to 1.00
3rd 2.25 to 1.00
4th 2.00 to 1.00
2001 1st 1.85 to 1.00
2nd 1.85 to 1.00
3rd 1.85 to 1.00
4th 1.85 to 1.00
2002 1st 1.90 to 1.00
2nd 1.90 to 1.00
3rd 1.95 to 1.00
4th 2.00 to 1.00
2003 1st 2.10 to 1.00
2nd 2.20 to 1.00
3rd 2.25 to 1.00
4th 2.25 to 1.00
2004 1st 2.50 to 1.00
2nd 2.50 to 1.00
3rd 2.50 to 1.00
4th 2.50 to 1.00
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2.6. Amendment to Subsection 8.1(c). Subsection 8.1(c) of the
Agreement is hereby amended by (i) deleting therefrom the table of Fixed Charge
Coverage Ratios and (ii) inserting, in lieu thereof, the following table of
Fixed Charge Coverage Ratios:
Fiscal Quarter Fixed Charge Coverage Ratio
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1999 1st 1.00 to 1.00
2nd 1.00 to 1.00
3rd 1.00 to 1.00
4th 1.00 to 1.00
2000 1st 1.00 to 1.00
2nd 1.00 to 1.00
3rd 1.05 to 1.00
4th .85 to 1.00
2001 1st .75 to 1.00
2nd .75 to 1.00
3rd .75 to 1.00
4th .80 to 1.00
2002 1st .80 to 1.00
2nd .80 to 1.00
3rd .80 to 1.00
4th .80 to 1.00
2003 1st .85 to 1.00
2nd .85 to 1.00
3rd .90 to 1.00
4th .90 to 1.00
2004 1st 1.00 to 1.00
2nd 1.00 to 1.00
3rd 1.00 to 1.00
4th 1.00 to 1.00
Amendment to Subsection 8.1. Subsection 8.1 of the Agreement is hereby amended
by inserting therein the following new subsection (d):
(d) Senior Leverage Ratio. Permit the Senior Leverage Ratio as
of the end of any fiscal quarter of the Borrower to be greater than
3.00 to 1.00.
2.7. Amendment to Subsection 8.2(k). Subsection 8.2(k) of the
Agreement is hereby amended by (i) deleting "Dollar" from the first line thereof
and (ii) adding after "$400,000,000" the following:
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"(or in the case of any Indebtedness issued in a currency
other than Dollars, the Dollar Equivalent Amount thereof as
determined by the Administrative Agent on the date of
issuance)"
2.8. Amendment to Subsection 8.8. Subsection 8.8 of the
Agreement is hereby amended by (i) deleting "Reserved" and (ii) inserting, in
lieu thereof, the following:
8.8. Limitation on Capital Expenditures. Make any Capital
Expenditure except for expenditures in the ordinary course of business
not exceeding, in the aggregate for the Borrower and its Subsidiaries
during any of the test periods set forth below, the amount set forth
opposite such test period set forth below:
Test Period Amount
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February 1, 2000 - January 31, 2001 $170,000,000
February 1, 2001 - January 31, 2002 170,000,000
February 1, 2002 - January 31, 2003 175,000,000
February 1, 2003 - January 31, 2004 190,000,000
February 1, 2004 - January 31, 2005 190,000,000
2.9. Amendment to Subsection 8.9(e). Subsection 8.9(e) of the
Agreement is hereby amended by (i) deleting such subsection in its entirety and
(ii) inserting, in lieu thereof, the following:
"(e) (Reserved)"
2.10. Amendment to Schedule B. Schedule B of the Agreement is
hereby amended by (i) deleting in its entirety the table of Applicable Margins
and Applicable Commitment Fee Rates and (ii) inserting, in lieu thereof, the
following table of Applicable Margins and Applicable Commitment Fee Rates:
<TABLE>
<CAPTION>
APPLICABLE MARGIN
APPLICABLE
BASE RATE COMMITMENT
LEVERAGE RATIO LIBOR SPREAD SPREAD FEE RATE
-------------- ------------ --------- -----------
<S> <C> <C> <C>
Greater than or equal to 5.250 to 1 3.25% 1.75% .50%
Less than 5.250 to 1 but greater than or equal to 4.750
to 1 2.75% 1.25% .50%
Less than 4.750 to 1 but greater than or equal to 4.250
to 1 2.50% 1.00% .425%
Less than 4.250 to 1 but greater than or equal to 3.750
to 1 2.25% .75% .375%
Less than 3.750 to 1 but greater than or equal to 3.250
to 1 1.75% .25% .30%
Less than 3.250 to 1 1.25% --- .30%
</TABLE>
2.11. Acknowledgment. The Lenders and the Borrower hereby
acknowledge and agree that, from and after the Effective Date (as defined
below), Section 2.1 of the Consent
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and Amendment No. 1, dated as of July 12, 2000, shall be deemed to be deleted in
its entirety and shall have no further force or effect.
SECTION III. MISCELLANEOUS
3.1. Conditions to Effectiveness of Amendment. This Amendment
will become effective (as of the date first set forth above) on the date (the
"Effective Date") upon which the Administrative Agent shall have received (a)
counterparts hereof, duly executed and delivered by the Borrower, each Guarantor
and the Majority Lenders and (b) for the account of each Lender which shall have
executed and delivered a counterpart hereof to the Administrative Agent prior to
5:00 P.M., New York City time, on December 8, 2000, a fee in an amount equal to
.20% of the sum of such Lender's Revolving Credit Commitment and Term Loans
outstanding on such date.
3.2. Representations and Warranties. The Borrower represents
and warrants to each Lender that as of the date hereof and after giving effect
to this Amendment (a) the representations and warranties made by the Loan
Parties in the Loan Documents are true and correct in all material respects
(except to the extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date) and (b) no Default or Event of Default has occurred and is
continuing as of the date hereof; provided, that each reference to the Agreement
therein shall be deemed to be a reference to the Agreement after giving effect
to this Amendment.
3.3. Continuing Effect. Except as expressly waived or amended
hereby, the Agreement shall continue to be and shall remain infull force and
effect in accordance with its terms.
3.4. Counterparts. This Amendment may be executed by the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective for
all purposes hereof.
3.5. Payment of Expenses. The Borrower agrees to pay and
reimburse the Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
3.6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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.
[SIGNATURE LINES OMITTED]
