exv10w1



 




Exhibit 10.1


SECOND AMENDMENT




     SECOND
AMENDMENT, dated as of May 27, 2004 (this
“Amendment”), to the Credit Agreement, dated as of
June 20, 2003
(as amended pursuant to the First Amendment, dated as of December
22, 2003, and as otherwise amended from time to time, the “Credit
Agreement”), among UNITED COMPONENTS, INC., a Delaware
corporation (the “Borrower”), the several banks and other
financial institutions or entities from time to time parties to the
Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC. and J.P.
MORGAN SECURITIES INC., as joint advisors, joint lead arrangers and
joint bookrunners (in such capacity, the “Joint Lead
Arrangers”), JPMORGAN CHASE BANK, as syndication agent (in such
capacity, the “Syndication Agent”), ABN AMRO BANK N.V., CREDIT
LYONNAIS, NEW YORK BRANCH, FLEET NATIONAL BANK and GENERAL ELECTRIC
CAPITAL CORPORATION, as co-documentation agents (in such capacity, the
“Co-Documentation Agents”), and LEHMAN COMMERCIAL PAPER INC.,
as administrative agent (in such capacity, the “Administrative
Agent”).



W I T N E S S E T H:



     WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of
credit to the Borrower;



     WHEREAS, Borrower has requested certain amendments to
the Credit Agreement as more fully set forth herein; and



     WHEREAS, the Lenders are willing to agree to such amendments on
the terms and subject to the conditions contained in this Amendment.



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     SECTION 1. Defined Terms. Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



     SECTION 2. Amendment to Section 7.3. Section 7.3 of the
Credit Agreement is hereby amended by replacing clause (n) thereof in
its entirety with the following:




     (n) Liens on receivables and related assets (including
proceeds thereof) which are being sold pursuant to
factoring arrangements permitted under Section 7.5(m).



     SECTION 3. Amendment to Section 7.5. Section
7.5 of the Credit Agreement is hereby amended by replacing
clause (m) thereof in its entirety with the following:



 









 




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       (m) (i) the Borrower and its Subsidiaries may sell and
grant Liens in receivables and related assets (including
proceeds thereof) arising from goods and services provided
to Honeywell International, Inc. and its affiliates,
pursuant to factoring arrangements entered into in the
ordinary course of business and (ii) the Borrower and its
Subsidiaries may sell receivables pursuant to receivables
sales programs arranged by the account debtors in respect
of such receivables, provided, that (x) the
aggregate amount of receivables sold pursuant to this
clause (ii) in any fiscal quarter of the Borrower shall not
to exceed 10% of the aggregate amount of receivables of the
Loan Parties generated during the immediately preceding
four fiscal quarters and (y) the annual percentage discount
on the face amount of receivables sold in any such sale
pursuant to this clause (ii) shall not exceed a percentage
equal to the Eurodollar Rate for a three month Interest
Period commencing on the date of such sale plus the
Applicable Margin then applicable to Eurodollar Loans under
the Revolving Credit Facility.



     SECTION 4. Conditions to Effectiveness. This Amendment
shall become effective upon the date (the “Second Amendment
Effective Date”) on which the Administrative Agent shall have
received:



     (a) this Amendment, executed and delivered by a duly authorized
officer of the Borrower;



     (b) written consents to the execution of this Amendment
(“Lender Consent Letters”) from Lenders constituting the Required Lenders; and



     (c) an executed Acknowledgment and Consent, in the form set forth
at the end of this Amendment, from each Loan Party other than the Borrower
(such Acknowledgements and Consents, together with this Amendment, the “Amendment
Documents”).


The Administrative Agent shall notify the Borrower and the Lenders of
the Second Amendment Effective Date, and such notice shall be
conclusive and binding.




     SECTION 5. Representations and Warranties. To induce the
Administrative Agent to enter into this Amendment and to induce the
Lenders to consent thereto, the Borrower hereby represents and
warrants to the Agents and all of the Lenders as of the Second
Amendment Effective Date that:



     (a) Each Loan Party has the corporate or other organizational
power and authority, and the legal right, to make and deliver the Amendment
Documents to which it is a party and to perform the Loan Documents to which it is a party,
as amended by the Amendment Documents, and has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of such Amendment Documents
and the performance of such Loan Documents, as so amended.



     (b) Except as could not reasonably be expected to have a Material
Adverse Effect, no consent or authorization of, approval by, notice to,
filing with or other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the



 









 




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  execution and delivery of the Amendment Documents or with the
performance, validity or enforceability of the Loan Documents,
as amended by the Amendment Documents.




     (c) Each Amendment Document has been duly executed and delivered
on behalf of each Loan Party which is a party thereto.



     (d) Each Amendment Document and each Loan Document, as amended
by the Amendment Documents, constitutes a legal, valid and binding
obligation of each Loan Party which is a party thereto enforceable against such Loan Party in
accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting the enforcement of
creditors’ rights generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.



     (e) The execution, delivery and performance of the Amendment
Documents and the performance of the Loan Documents, as amended by the
Amendment Documents, (i) will not violate the Organizational Documents of any of the Loan
Parties or (ii) except as could not reasonably be expected to have a Material Adverse Effect,
violate any Requirement of Law applicable to, or any Contractual Obligation of, Holdings, the
Borrower or any of its Subsidiaries, or result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of
Law or any such Contractual Obligation (other than the Liens created by the Security
Documents).



     (f) Each of the representations and warranties made by any Loan
Party in or pursuant to the Loan Documents that is qualified by materiality
is true and correct on and as of the Second Amendment Effective Date, after giving effect to the
effectiveness of this Amendment, as if made on and as of such date, and each of the
representations and warranties made by any Loan Party in or pursuant to the Loan Documents that
is not qualified by materiality is true and correct in all material respects on and
as of the Second Amendment Effective Date, after giving effect to the effectiveness of this
Amendment, as if made on and as of such date, except, in each case, to the extent that such
representations and warranties expressly relate to an earlier date, in which case such representations
and warranties shall be true and correct, or true and correct in all material respects, as the
case may be, as of such earlier date.



     SECTION 6. Continuing Effect of the Credit Agreement.
This Amendment shall not constitute an amendment or waiver of or
consent to any provision of the Credit Agreement not expressly
referred to herein and shall not be construed as an amendment, waiver
or consent to any action on the part of the Borrower that would
require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein. Except as expressly
amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect in accordance with its terms.



     SECTION 7. Counterparts. This Amendment may be executed
by one or more of the parties to this Amendment 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.



 









 




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       SECTION 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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	 	 	UNITED COMPONENTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	 	 	 	 	 
	 	 	 	 	/s/ Bruce M. Zorich
	 
	 	 	 	
	 	 
	 
	 	 	 	Name: 	 	Bruce M. Zorich	 	 
	 
	 	 	 	Title: 	 	 President and	 	 
	 
	 	 	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC., 	 	 
	 	 	as Administrative Agent	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	By:	 	
	 	 
	 
	 	 	 	Name:	 	 	 	 
	 
	 	 	 	Title:	 	 	 	 








 









 





       IN
    WITNESS WHEREOF, the patties 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.
  

    	 	 	 	 	 	 	 	 	 
	 	 	UNITED COMPONENTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	 	 	 	 	 
	 
	 	 	 	
	 	 
	 
	 	 	 	Name: 	 	Bruce M. Zorich	 	 
	 
	 	 	 	Title: 	 	President and Chief Executive	 	 
	 
	 	 	 	 	 	Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	 	 	 	 	 
	 	 	 	 	/s/ Francis Chang
	 
	 	 	 	
	 	 
	 
	 	 	 	Name: 	 	Francis Chang	 	 
	 
	 	 	 	Title: 	 	Authorized Signatory