EXHIBIT 4
SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT (this "AMENDMENT") by and among XTRA, INC., a Maine
corporation (the "COMPANY"), BANK OF AMERICA ILLINOIS, an Illinois banking
corporation ("BAI"), and each of the other Banks and the Agents (each as defined
in the Credit Agreement described below), is entered into as of the 19th day of
June, 1997.
R E C I T A L S
A. The Company, BAI and each of the other Banks and the Agents have
previously entered into that certain Credit Agreement dated as of June 30, 1995,
as amended as of June 28, 1996 (such Credit Agreement, as amended, the "CREDIT
AGREEMENT").
B. Each of the Company and the Ultimate Parent has requested that the
Banks and the Agents amend certain provisions of the Credit Agreement.
C. The Banks and the Agents are willing to amend the Credit Agreement
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, any extension of credit or other financial accommodation heretofore, now
or hereafter made by any of the Banks or the Agents to the Company and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are accurate and are incorporated
--------
herein and made a part hereof.
2. DEFINITIONS. Each initially capitalized term used herein without
-----------
definition shall have the meaning set forth for such term in the Credit
Agreement.
3. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the "EFFECTIVE DATE"
------------------------------
(as hereinafter defined), the Credit Agreement is hereby amended as follows:
3.1. The defined term "TERM OUT DATE" set forth in SECTION 1.1 of the
-------------
Credit Agreement is hereby deleted in its entirety and the following language is
hereby substituted therefor:
"TERM OUT DATE" means June 30, 1999; PROVIDED, that upon (a)
-------------
written request of the Company to the Administrative Agent not later
than thirty (30) days prior to the date set forth above and (b) the
prior written consent of each of the Banks (such consent to be given
in the sole discretion of such Bank), the Term Out Date shall be such
later date as the Banks and the Company may agree upon.
3.2. SECTIONS 7.2, 7.4(a), 7.7 and 7.8, respectively, of the Credit
Agreement are each hereby deleted in their entirety and the following language
is hereby substituted therefor:
22
EXHIBIT 4
7.2 [INTENTIONALLY DELETED].
7.7 [INTENTIONALLY DELETED].
7.8 [INTENTIONALLY DELETED].
3.3 SECTION 7.4 of the Credit Agreement is hereby amended by deleting
therefrom the following language:
(a) the Equipment Indebtedness of the Company to exceed 90% of Net
Book Value of the Company's Transportation Equipment plus the amount
of its Cash, and (b).
3.4 SCHEDULES 1.1(A) and 1.1(B) to the Credit Agreement are hereby deleted
in their entirety and SCHEDULES 1.1(A) and 1.1(B), respectively, annexed hereto
are hereby substituted therefor.
3.5 SECTIONS 7.2, 7.4 (PART A), 7.7 and 7.8, respectively, of the
Compliance Certificate set forth as EXHIBIT E to the Credit Agreement are hereby
deleted in their entirety.
4. CONDITIONS TO EFFECTIVENESS. Provided that no Default or Event of
---------------------------
Default shall then exist, this Amendment shall be deemed to be effective as of
the date (the "EFFECTIVE DATE") which is the later to occur of (a) June 19,
1997, and (b) the date on which the Administrative Agent shall have received
each of the following for the benefit of the Banks and the Agents, in form and
substance satisfactory to the Administrative Agent and the Banks:
a. Fifteen (15) copies of this Amendment duly executed and delivered
by the Company and each of the Agents and the Banks;
b. Fifteen (15) copies of the duly executed Ratification and
Confirmation to Guaranty duly executed and delivered by the Ultimate Parent
in favor of the Banks (a form of such Ratification and Confirmation is
annexed as EXHIBIT A hereto) (the "ULTIMATE PARENT RATIFICATION");
c. The duly executed replacement Notes, as appropriate, to evidence
the change in each Bank's respective Commitment amount with respect to the
Loans (forms of such replacement Notes are annexed as EXHIBITS B-1 through
B-11 hereto) (collectively, the "REVISED NOTES");
d. True, complete and accurate copies, duly certified by an officer
of the Company, of all documents evidencing any necessary corporate action,
resolutions, consents and governmental approvals, if any, required for the
execution, delivery and performance of this Amendment, the Revised Notes,
and any other document, instrument or agreement executed or delivered in
connection therewith by the Company;
23
EXHIBIT 4
e. True, complete and accurate copies, duly certified by an officer
of the Ultimate Parent, of all documents evidencing any necessary corporate
action, resolutions, consents and governmental approvals, if any, required
for the execution, delivery and performance of the Ultimate Parent
Ratification and any other document, instrument or agreement executed or
delivered in connection therewith by the Ultimate Parent;
f. An opinion of counsel to the Company and the Ultimate Parent
addressed to the Agents and the Banks dated as of the Effective Date in
form and substance satisfactory to the Agents; and
g. Such other documents, instruments or agreements as the Agents and
the Banks may reasonably request.
5. SURRENDER OF NOTES. Each Bank receiving a Revised Note executed by
------------------
the Company, shall promptly thereafter surrender to the Administrative Agent for
delivery to the Company its prior Note, in each case marked "SUBSTITUTED".
6. REPRESENTATIONS AND WARRANTIES. In order to induce the Agents and the
------------------------------
Banks to enter into this Amendment, the Company hereby represents, warrants and
certifies to each of the Agents and the Banks that as of the date of this
Amendment and as of the Effective Date:
a. no Default or Event of Default exists before and after giving
effect to this Amendment;
b. each and every representation and warranty contained in the Loan
Documents is true, correct, complete and accurate with the same effect as
if then made, except to the extent that such representations and warranties
relate solely to an earlier date (in which case such representations and
warranties shall have been true, correct, complete and accurate on and as
of such earlier date); and
c. the Company is in compliance with all of the covenants contained
in the Loan Documents.
7. FULL FORCE AND EFFECT. Except as specifically modified or amended by
---------------------
the terms of this Amendment or the Revised Notes, the Credit Agreement and each
of the other Loan Documents and all provisions contained therein are and shall
continue in full force and effect and are hereby ratified and confirmed.
8. COUNTERPARTS. This Amendment may be executed in any number of
------------
separate counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.
9. MISCELLANEOUS. This Amendment shall be binding upon the Company and
-------------
its successors and assigns and shall inure to the benefit of, and be enforceable
by, the Agents and the Banks and their respective successors and assigns and
shall be governed by, and construed and enforced in accordance with, the
internal laws in effect in the State of Illinois without giving effect to
principles of choice of law.
24
EXHIBIT 4
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first written
above.
XTRA, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
BANKBOSTON, N.A., as Documentation Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
ABN AMRO BANK N.V., BOSTON BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇
▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
CORESTATES BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
LTCB TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
26
EXHIBIT 4
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Manager
FLEET BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
27
EXHIBIT 4
SCHEDULE 1.1(A)
TO
CREDIT AGREEMENT
AMENDED AS OF JUNE 19, 1997
APPLICABLE MARGIN; NON USE FEE
------------------------------
(ALL FIGURES PRESENTED IN BASIS POINTS)
================================================================================================
A. REVOLVING LOANS
================================================================================================
I II III IV V VI
===========================================================
LONG-TERM SENIOR A- OR A3 BBB+ OR BBB BBB- ▇▇▇ ▇▇ ▇▇ ▇▇▇
UNSECURED DEBT RATING OR Baa1 OR OR OR OR ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ NOT RATED
================================================================================================
APPLICABLE LIBOR MARGIN 25.00 30.00 35.00 45.00 65.00 85.00
------------------------------------------------------------------------------------------------
APPLICABLE BASE RATE MARGIN 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------
NON-USE FEE 8.50 10.00 12.50 15.00 25.00 27.50
================================================================================================
================================================================================================
B. TERM OUT LOANS
================================================================================================
I II III IV V VI
===========================================================
LONG-TERM SENIOR A- OR A3 BBB BBB- ▇▇▇ ▇▇ ▇▇ ▇▇▇
UNSECURED DEBT RATING OR BBB+ OR OR OR OR OR ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ NOT RATED
================================================================================================
APPLICABLE LIBOR MARGIN 30.00 35.00 45.00 50.00 75.00 100.00
(YEARS 1, 2 AND 3 FOLLOWING TERM
OUT DATE)
------------------------------------------------------------------------------------------------
APPLICABLE BASE RATE MARGIN 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------
APPLICABLE LIBOR MARGIN
(YEARS 4 AND 5 FOLLOWING TERM
OUT DATE) 45.00 50.00 55.00 60.00 100.00 125.00
================================================================================================
28
EXHIBIT 4
SCHEDULE 1.1(B)
TO
CREDIT AGREEMENT
AMENDED AS OF JUNE 19, 1997
COMMITMENTS AND PRO RATA SHARES
-------------------------------
REVOLVING LOAN PRO
BANK COMMITMENT RATA SHARE
Bank of America Illinois $39,000,000 13.00000000%
BankBoston, N.A. $39,000,000 13.00000000%
ABN-AMRO Bank N.V. $31,000,000 10.33333333%
LTCB Trust Company $31,000,000 10.33333333%
CoreStates Bank, N.A. $25,250,000 8.41666667%
Credit Lyonnais New York Branch $25,250,000 8.41666667%
Fleet Bank, N.A. $25,250,000 8.41666667%
Union Bank of California, N.A. $25,250,000 8.41666667%
PNC Bank, N.A. $21,000,000 7.▇▇▇▇▇▇▇▇%
Royal Bank of Canada $21,000,000 7.▇▇▇▇▇▇▇▇%
The Fuji Bank, Limited, New York Branch $17,000,000 5.66666667%
TOTAL $300,000,000 100%
----------- ----
29