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B Term Loan Agreement

This is an actual contract between Hayes Lemmerz International and Canadian Imperial Bank of Commerce.
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TERM LOAN AGREEMENT (establishing a new term loan facility under the Agreement referred to below), dated as of July 2, 2001, among HAYES LEMMERZ INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders parties hereto, CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as joint lead arranger and as joint book manager for the term loan facility established hereby, syndication agent for the Lenders under the Agreement and joint lead arranger, CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian-chartered bank acting through its New York Agency, as administrative agent for the Lenders under the Agreement (in such capacity, the "Administrative Agent") and as joint lead arranger (in such capacity, together with CSFB in such capacity, the "Arrangers") and joint book manager for the term loan facility established hereby.


W I T N E S S E T H :


WHEREAS, the Borrower, certain of the Lenders and the Administrative Agent are parties to the Consent and Amendment No. 5, dated as of June 15, 2001 (the "Amendment"), under the Third Amended and Restated Credit Agreement, dated as of February 3, 1999 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), among the Borrower, the several lenders from time to time parties to the Agreement (including the B Term Lenders, the "Lenders"), the Administrative Agent, CSFB, 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;


WHEREAS, Section 2(b) of the Amendment contemplates that the Borrower may enter into an agreement to establish a new term loan facility under the Agreement having a "B term loan tranche" structure consistent with the terms and conditions specified in the Amendment and that such facility shall be established pursuant to an agreement to be entered into among the Borrower, the Administrative Agent and the B Term Lenders and shall not require the execution by or consent of any other Lender;


WHEREAS, as contemplated by the Amendment, the Borrower has requested that the B Term Lenders make, and the B Term Lenders are willing to make, the B Term Loans upon the terms and subject to the conditions set forth herein.


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NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto hereby agree as follows:


1. Defined Terms. Terms defined in the Agreement and used herein shall, unless otherwise indicated, have the meanings given to them in the Agreement.


2. B Term Loans. (a) Subject to the terms and conditions hereof and of the Agreement, each B Term Loan Lender severally agrees, on the B Term Closing Date (as defined below), to make a term loan (a "B Term Loan") in Dollars in the principal amount set forth under such B Term Lender's name in Schedule A opposite the heading "B Term Loan Commitment". The B Term Loans may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.9 or 4.4 of the Agreement (and any B Term Loan that is a Eurocurrency Loan shall be deemed a Eurocurrency Standby Loan for purposes of the Agreement), provided that no B Term Loan shall be made as a Eurocurrency Loan (i) after the day that is one month prior to the B Term Loan Maturity Date or (ii) prior to the date that is 15 days after the B Term Closing Date. Amounts paid on account of the B Term Loans pursuant to Section 2.9 of the Agreement may not be reborrowed.


(b) The Borrower shall pay to each B Term Lender on the B Term Closing Date an amount representing original debt discount on each such Lender's B Term Loan (the "ODD Amount") equal to one percent (1%) of the principal amount of such B Term Loan. The obligation of each B Term Lender to make the Loan to the Borrower pursuant to the preceding paragraph (a) and the Borrower's obligation to pay the ODD Amount pursuant to this paragraph (b) shall be netted against each other, such that each such Lender shall pay to the Borrower the amount by which such Lender's B Term Loan exceeds the ODD Amount.


3. Term Notes; Amortization; Borrowing Procedures.


(a) The Borrower agrees that, upon the request to the Administrative Agent by any B Term Lender made on or prior to the B Term Closing Date or in connection with any assignment pursuant to Section 11.6 of the Agreement, to evidence such B Term Lender's B Term Loan, the Borrower will execute and deliver to such B Term Lender a B Term Note, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such B Term Lender and in a principal amount equal to the amount set forth under such B Term Lender's name on Schedule A opposite the heading "Term Loan Commitment." Any B Term Note shall (i) be dated the B Term Closing Date, (ii) be payable as provided in the following paragraph (b) and elsewhere in


2 3 the Agreement and (iii) provide for the payment of interest in accordance with Section 4.1 of the Agreement.


(b) The B Term Loans shall be payable in 18 consecutive quarterly installments on the dates and in the aggregate principal amount (together with all accrued interest thereon) equal to the percentage set forth below opposite the applicable installment date multiplied by the original aggregate principal amounts of the B Term Loans:


Installment Percentage
----------- ----------
October 31, 2001 0.250%
January 31, 2002 0.250%
April 30, 2002 0.250%
July 31, 2002 0.250%
October 31, 2002 0.250%
January 31, 2003 0.250%
April 30, 2003 0.250%
July 31, 2003 0.250%
October 31, 2003 0.250%
January 31, 2004 0.250%
April 30, 2004 0.250%
July 31, 2004 0.250%
October 31, 2004 0.250%
January 31, 2005 0.250%
April 30, 2005 0.250%
July 31, 2005 0.250%
October 31, 2005 0.250%
December 31, 2005 All remaining principal


(c) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, on the B Term Closing Date) of the borrowing of the B Term Loans. Upon receipt of such notice, the Administrative Agent shall promptly notify each B Term Lender thereof. Each B Term Lender will make the net amount (in accordance with Section 2(b)) of its pro rata share of such borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified by the Administrative Agent prior to 1:00 P.M., New York City time, on the borrowing date requested by the Borrower in Dollars in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the Borrower previously specified in writing by the Borrower to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the B Term Lenders.


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4. B Term Loan Maturity Date. The "B Term Loan Maturity Date" shall be December 31, 2005.


5. Interest Rates and Payment Dates; Applicable Margin. Each B Term Loan shall bear interest and be payable as set forth in Section 4.1 (a) (for any Eurocurrency Loan), (c) (for any ABR Loan), (d) and (e) of the Agreement. The Applicable Margin shall be 5.0% for each B Term Loan that is a Eurocurrency Loan and 4.0% for each B Term Loan that is an ABR Loan or, if and so long as the Borrower has delivered the financial statements and Compliance Certificate then required to be delivered under the Agreement and the Leverage Ratio shown on the most recent such financial statements and Compliance Certificate is less than 3.00 to 1.00, then the Applicable Margins for the B Term Loans shall be decreased to 4.75% for each B Term Loan that is a Eurocurrency Loan and 3.75% for each B Term Loan that is an ABR Loan, commencing on the applicable Adjustment Date.


6. Prepayment Premium. Notwithstanding anything to the contrary in the Agreement, any voluntary prepayment of the B Term Loans made at any time (a) from the B Term Closing Date to and including the first anniversary thereof will be in an amount equal to 103% of the principal amount of such B Term Loans prepaid, (b) after the first anniversary of the B Term Closing Date to and including the second anniversary thereof will be in an amount equal to 102% of the principal amount of such B Term Loans prepaid, (c) after the second anniversary of the B Term Closing Date to and including the third anniversary thereof will be in an amount equal to 101% of the principal amount of such B Term Loans prepaid and (d) thereafter will be in an amount equal to 100% of the principal amount of such B Term Loans prepaid, in each case accompanied by accrued unpaid interest on the principal amount being prepaid to the date of payment, and any other fees and other amounts then payable under the Agreement.


7. Consents to Assignments; Waiver of Fee. The Borrower hereby irrevocably consents under Section 11.6(c) of the Agreement to any assignments of the B Term Loans made by the Syndication Agent or the Administrative Agent until the earlier of (x) such time as the Syndication Agent notifies the Borrower that the syndication of the B Term Loans has been completed and (y) the 30th day following the B Term Closing Date. The Administrative Agent hereby waives the assignment fee otherwise payable pursuant to Section 11.6(e) of the Agreement in connection with any assignment of B Term Loans made by the Syndication Agent or its Affiliates.


8. Notices of Assignments. Each B Term Lender agrees that it will promptly notify the Administrative Agent and the Syndication Agent of any assignments made by it in accordance with Section 11.6(c) of the Agreement. The Administrative Agent hereby agrees that it will give notice to the Syndication Agent upon the effectiveness of any assignment of any B Term Loans pursuant to Section 11.6(c) of the


4 5 Agreement, setting forth the information specified in the applicable Assignment and Acceptance.


9. Supplement to Subsection 8.1(a). Subsection 8.1(a) of the Agreement shall be supplemented, effective on the B Term Closing Date, by adding to the table of Leverage Ratios the maximum Leverage Ratios for the fiscal quarters specified below:


Fiscal Quarter Leverage Ratio
-------------- --------------
2005 1st 3.90 to 1.00
2nd 3.90 to 1.00
3rd 3.90 to 1.00
4th 3.90 to 1.00


10. Supplement to Subsection 8.1(b). Subsection 8.1(b) of the Agreement shall be supplemented, effective on the B Term Closing Date, by adding to the table of Interest Coverage Ratios the minimum Interest Coverage Ratios for the fiscal quarters specified below:


Fiscal Quarter Interest Coverage Ratio
-------------- -----------------------
2005 1st 2.25 to 1.00
2nd 2.25 to 1.00
3rd 2.25 to 1.00
4th 2.25 to 1.00


11. Supplement to Subsection 8.1(c). Subsection 8.1(c) of the Agreement shall be supplemented, effective on the B Term Closing Date, by adding to the table of Fixed Charge Coverage Ratios the minimum Fixed Charge Coverage Ratios for the fiscal quarters specified below:


Fiscal Quarter Fixed Charge Coverage Ratio
-------------- ---------------------------
2005 1st 1.00 to 1.00
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