Exhibit 4.5
Execution Copy
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SECOND AMENDMENT
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SECOND AMENDMENT, dated as of March 1, 1996 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of October 7, 1994 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among LANDSTAR SYSTEM HOLDINGS, INC., a Delaware Corporation (the
"Borrower"), LANDSTAR SYSTEM, INC., a Delaware corporation (the "Parent"), the
lenders parties thereto (the "Lenders") and CHEMICAL BANK, a New York banking
corporation, as agent (in such capacity, the "Agent").
W I T N E S S E T H:
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WHEREAS, the Borrower, the Parent, the Lenders and the Agent are
parties to the Credit Agreement; and
WHEREAS, the Borrower and the Parent have requested that the Lenders
agree to amend or waive certain provisions of the Credit Agreement and the
Lenders are agreeable to such request upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt
of which is hereby acknowledged, the Borrower, the Parent and the Agent hereby
agree as follows:
1. Definitions. All terms defined in the Credit
Agreement shall have such defined meanings when used herein unless otherwise
defined herein.
2. Amendment of Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by deleting the word "required" in the sixth line
of the definition of "Permitted Specified Additional Debt" and inserting in
lieu thereof the word "scheduled."
3. Amendment of Subsection 7.4. Subsection 7.4 of the Credit
Agreement is hereby amended by (a) deleting paragraph (f) in its entirety and
adding the following new paragraph (f):
"(f) Guarantee Obligations of the Parent, the Borrower or any
Subsidiary of the parent in respect of loans made pursuant to
the Operator Financing Program which are sold as described in
clause (iii) of the definition of such term, provided that
such Guarantee Obligations do not, in the aggregate, exceed
$50 million at any one time outstanding."
and (b)
relettering paragraph (h) as (i) and adding the following new paragraph (h):
"(h) Guarantee Obligations relating to obligations of any
kind of the Borrower, the Parent, or any of the Parent's
subsidiaries that are not prohibited by this Agreement".
4. Waivers. The Lenders hereby waive any Default or Event of Default
that may have arisen by the reason of the incurrence, prior to the effective
date of this Amendment, of a Guarantee Obligation of a type covered by
subsection 7.4(h) of the Credit Agreement, as amended hereby.
5. Representations; No Default. On and as of the date hereof, and
after giving effect to this Amendment, the Borrower confirms, reaffirms and
restates that the representations and warranties set forth in Section 4 of the
Credit Agreement are true and correct in all material respects, provided that
the references to the Credit Agreement therein shall be deemed to be references
to this Amendment and to the Credit Agreement as amended by this Amendment.
6. Conditions to Effectiveness. This Amendment shall become
effective on the date on which the Agent shall have received counterparts of
this Amendment, duly executed and delivered by a duly authorized officer of
each of the Borrower, the Parent, each Guarantor which is a party to the
Subsidiaries Guarantee and the Required Lenders.
7. Limited Effect. Except as expressly amended herein, the Credit
Agreement shall continue to be, and shall remain, in full force and effect.
This Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or to prejudice any other right or rights which the Lenders may now
have or may have in the future under or in connection with the Credit Agreement
or any of the instruments or agreements referred to therein, as the same may be
amended from time to time.
8. Costs and Expenses. The Borrower agrees to pay or reimburse the
Agent for all its reasonable and customary out-of-pocket costs and expenses
incurred in connection with this Amendment, including, without limitation, the
reasonable fees and disbursements of its counsel.
9. Counterparts. This Amendment may be executed by one or more of
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.
10. 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 executed and delivered by their respective duly authorized officers as of
the date first above written.
LANDSTAR SYSTEM HOLDINGS, INC.
By: Robert C. LaRose
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Title: Vice President Finance
and Treasurer
LANDSTAR SYSTEM, INC.
By: Robert C. LaRose
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Title: Vice President Finance
and Treasurer
CHEMICAL BANK, as Agent and as a Lender
By: Rosemary Bradley
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Title: Vice President
ABN AMRO Bank N.V.
By: Frances O'R Logan
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Title: Vice President
By: Thomas Rogers
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Title: Assistant Vice President
AMSOUTH BANK OF ALABAMA
By: R. Mark Graf
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Title: Vice President
THE BANK OF NEW YORK
By: Nancy McEwen
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Title: Vice President
BARNETT BANK OF JACKSONVILLE, N.A.
By: Glenn Romm
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Title: Vice President
CORESTATES BANK, N.A.
By: Verna R. Prentice
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Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: Michael J. Blake
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Title: Director
FLEET BANK, NATIONAL ASSOCIATION
By: John V. Raliegh
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Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH
By: Nobru Kubota
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Title: Deputy General Manager
NATIONSBANK N.A. (CAROLINAS)
By:
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Title:
PNC BANK, NATIONAL ASSOCIATION
By: Nancy S. Goldman
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Title: Vice President
FIRST UNION BANK f/k/a FIRST FIDELITY BANK
By: Donald W. Whitman
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Title: Vice President
The undersigned Guarantors do hereby consent and
agree to the execution and delivery by the Borrower and the Parent of the
foregoing Amendment:
LANDSTAR GEMINI, INC. (f.k.a. GEMINI TRANSPORTATION SERVICES, INC.)
LANDSTAR ITCO, INC. (f.k.a. LANDSTAR INTERMODAL, INC.)
LANDSTAR EXPEDITED, INC.
LANDSTAR GEMINI ACQUISITION
LANDSTAR CORPORATE SERVICES, INC.
LANDSTAR RANGER, INC. (f.k.a. RANGER TRANSPORTATION, INC.)
LANDSTAR LIGON, INC. (f.k.a. LIGON NATIONWIDE, INC.)
LANDSTAR POOLE, INC. (f.k.a. POOLE TRUCK LINE, INC.)
RISK MANAGEMENT CLAIM SERVICES, INC.
LANDSTAR TRANSPORTATION SERVICE, INC.
LANDSTAR EXPRESS AMERICA, INC.
LANDSTAR T.L.C., INC.
LANDSTAR INWAY, INC. (f.k.a. INDEPENDENT FREIGHTWAY, INC.)
By: Robert C. LaRose
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Title: Vice President Finance
and Treasurer