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Exhibit 10.19
EXECUTION COPY
THIRD AMENDMENT AND WAIVER
THIRD AMENDMENT AND WAIVER, dated as of December 21, 2001 (this
"AMENDMENT"), to the Credit Agreement, dated as of November 19, 1999 (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among NORTH AMERICAN VAN LINES, INC., a Delaware corporation (the
"PARENT BORROWER"), the Foreign Subsidiary Borrowers (as defined in the Credit
Agreement) from time to time parties to the Credit Agreement, the several banks
and other financial institutions from time to time parties to the Credit
Agreement (the "LENDERS"), THE BANK OF NEW YORK, as documentation agent, BANC OF
AMERICA SECURITIES LLC, as syndication agent, and THE CHASE MANHATTAN BANK, a
New York banking corporation, as collateral agent and administrative agent for
the Lenders (in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
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WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Parent Borrower;
WHEREAS, the Parent Borrower and certain of its subsidiaries, in
connection with the Moveline Transaction, contributed Meridian Resources
Limited, software and human capital in exchange for the Moveline Preferred
Stock;
WHEREAS, the Parent Borrower has requested certain amendments to the
Credit Agreement, and waivers of certain provisions thereof, to allow its parent
company, Allied Worldwide, Inc. (formerly known as NA Holding Corporation) to
acquire Moveline through a stock-for-stock merger of Moveline with and into a
wholly-owned limited liability company (the "ACQUISITION LLC") to be organized
by the Parent Borrower, with the Acquisition LLC as the surviving company (the
"MOVELINE MERGER");
WHEREAS, immediately following the Moveline Merger, the Parent
Borrower will contribute (the "CONTRIBUTION") the Acquisition LLC (which will
have succeeded to all of the assets and liabilities of Moveline) to Allied Van
Lines Inc., a Wholly Owned Subsidiary of the Parent Borrower ("AVL");
WHEREAS, immediately following the Contribution, the Acquisition LLC
will be merged with and into AVL, with AVL as the surviving corporation (the
"AVL MERGER", and together with the Moveline Merger and the Contribution, the
"MOVELINE ACQUISITION"); and
WHEREAS, the Administrative Agent and the Lenders are willing to
agree to the requested amendments and waivers on the terms and conditions
contained herein.
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto 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. AMENDMENTS TO SUBSECTION 1.1 (DEFINED TERMS). (a)
Subsection 1.1 of the Credit Agreement is hereby amended by inserting the
following new definitions in the appropriate alphabetical order:
"ACQUISITION LLC": NAVCO Holdings 2001 LLC, a Delaware limited
liability company, that is a Wholly Owned Subsidiary of the Parent
Borrower.
"AVL": Allied Van Lines Inc., a Delaware corporation that is a
Guarantor and a Wholly Owned Subsidiary of the Parent Borrower.
"MOVELINE ACQUISITION": (i) the merger of Moveline with and into
Acquisition LLC, with Acquisition LLC being the surviving company, (ii)
the contribution by NAVL of Acquisition LLC to AVL, and (iii) the merger
of Acquisition LLC with and into AVL, with AVL being the surviving
corporation.
(b) The definition of "EBITDA" in subsection 1.1 of the Credit
Agreement is hereby amended by (i) deleting the "and" at the end of clause (j)
and inserting "," in lieu thereof and (ii) inserting the following after clause
(k):
and (l) for any period ending on or prior to December 31, 2002, any losses
incurred by Moveline for such period and any costs incurred for such
period in connection with the Moveline strategic initiatives identified by
the Parent Borrower, PROVIDED that the amounts referred to in this clause
(l) shall not exceed $25,000,000 in the aggregate
(c) Upon consummation of the Moveline Merger, subsection 1.1 of the
Credit Agreement shall be amended by deleting therefrom the definitions of
"Meridian Resources Limited", "Moveline Business", "Moveline Contributed
Assets", "Moveline Human Capital", "Moveline Preferred Stock", "Moveline
Shareholder Agreements" and "Moveline Transaction" in their respective
entireties.
SECTION 3. AMENDMENTS TO SUBSECTION 8.5 (LIMITATION ON FUNDAMENTAL
CHANGES). Subsection 8.5 of the Credit Agreement is hereby amended by (a)
deleting the "and" at the end of clause (c), (b) deleting the "." at the end of
clause (d) and inserting "; and" in lieu thereof and (c) inserting the following
after clause (d):
(e) the Moveline Acquisition.
SECTION 4. WAIVER OF SUBSECTION 8.10 (LIMITATIONS ON CERTAIN
ACQUISITIONS). Clause (x) of the proviso in Subsection 8.10 is hereby waived to
the extent necessary to permit the Moveline Acquisition.
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SECTION 5. WAIVER OF SUBSECTION 8.16(B) (LIMITATION ON LINES OF
BUSINESS: CREATION OF SUBSIDIARIES). Subsection 8.16(b) is hereby waived to the
extent necessary to permit the creation of Acquisition LLC by the Parent
Borrower; PROVIDED, that upon the consummation of the merger of Moveline with
and into Acquisition LLC (with Acquisiton LLC as the surviving Company), the
Parent Borrower immediately contributes Acquisition LLC to AVL and immediately
after such contribution causes the merger of Acquisition LLC with and into AVL
(with AVL as the surviving corporation).
SECTION 6. SECOND AMENDMENT. (a) Upon consummation of the Moveline
Merger, the amendments to subsections 4.4(c), 8.3, 8.4, 8.6(a), 8.9 and 8.11 of
the Credit Agreement effected by Sections 2(b), 2(c), and 3 through 8 of the
Second Amendment, dated as of August 11, 2000 (the "SECOND AMENDMENT"), to the
Credit Agreement shall be of no further force or effect, such that, from and
after the effective date of the Moveline Merger, such subsections of the Credit
Agreement shall read in their respective entireties as such subsections were in
effect immediately prior to the effectiveness of the Second Amendment.
SECTION 7. AMENDMENTS TO THE GUARANTEE AND COLLATERAL AGREEMENT. (a)
Section 5.4.2(i) of the Guarantee and Collateral Agreement is hereby amended by
deleting clause (m) of paragraph (i) in its entirety and inserting in lieu
thereof the following:
(m) the acquisition of Moveline through a stock-for-stock merger of
Moveline and Acquisition LLC and the issuance by Holding of shares of its
Common Stock in consideration therefor
(b) Section 5.4.2(ix) of the Guarantee and Collateral Agreement is
hereby amended by inserting the following at the end thereof:
and, until the consummation of the merger referred to in Section
5.4.2(i)(m), the ownership of shares of Capital Stock of Moveline
(c) Upon consummation of the Moveline Merger, the amendment to
Schedule 2 of the Guarantee and Collateral Agreement effected by Section 9(b) of
the Second Amendment shall be of no further force or effect, such that, from and
after the effective date of the Moveline Merger, such schedule shall read in its
entirety as such schedule was in effect immediately prior to the effectiveness
of the Second Amendment.
SECTION 8. RELEASE. Upon consummation of the Moveline Merger, the
Lien pursuant to the Guarantee and Collateral Agreement upon any Pledged Stock
(as defined in the Guarantee and Collateral Agreement) issued by Moveline and
pledged in connection with the Second Amendment shall be automatically released,
and the Administrative Agent shall execute and deliver to the Parent Borrower
(at the sole cost of the Parent Borrower) all releases and other documents
(including without limitation Uniform Commercial Code termination statements)
necessary or reasonably desirable for the release of such Liens, and shall
deliver to the Parent Borrower all certificates representing such Pledged Stock,
together with any related executed stock powers delivered by the Parent Borrower
to the Administrative Agent in connection with such pledge.
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SECTION 9. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first written above (the "AMENDMENT EFFECTIVE DATE")
upon the receipt by the Administrative Agent of (i) this Amendment, executed by
the Required Lenders and the Parent Borrower and (ii) the attached
Acknowledgment and Consent, executed by each Guarantor.
SECTION 10. REPRESENTATIONS AND WARRANTIES. In order to induce the
Administrative Agent and the Lenders to enter into this Amendment, the Parent
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that the representations and warranties made by the Parent Borrower in
Section 5 of the Credit Agreement are true and correct in all material respects
on and as of the Amendment Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Amendment Effective
Date, except to the extent such representations and warranties expressly relate
to a specific earlier date, in which case such representations and warranties
were true and correct as of such earlier date.
SECTION 11. PAYMENT OF EXPENSES. The Parent Borrower agrees to pay
or reimburse the Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
SECTION 12. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On and
after the Amendment Effective Date, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. On and after the Amendment Effective Date, each reference in the
Guarantee and Collateral Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Guarantee and Collateral Agreement, and
each reference in the other Loan Documents to "the Guarantee and Collateral
Agreement", "thereunder", "thereof" or words of like import referring to the
Guarantee and Collateral Agreement, shall mean and be a reference to the
Guarantee and Credit Agreement as amended hereby. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or any Agent
under any of the Loan Documents. Except as expressly amended herein, all of the
provisions of the Credit Agreement and the other Loan Documents are and shall
remain in full force and effect in accordance with the terms thereof and are
hereby in all respects ratified and confirmed.
SECTION 13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. COUNTERPARTS. This Amendment may be executed by 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. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
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counterpart hereof. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Parent Borrower and the Administrative Agent.
SECTION 15. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the Parent Borrower and its successors and
assigns, and upon the Administrative Agent and the Lenders and their successors
and assigns. The execution and delivery of this Amendment by any Lender prior to
the Amendment Effective Date shall be binding upon its successors and assigns
and shall be effective as to any loans or commitments assigned to it after such
execution and delivery.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
NORTH AMERICAN VAN LINES, INC.
By: /s/ Ralph A. Ford
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Name: Ralph A. Ford
Title: Secretary
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ William J. Caggiano
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Name: William J. Caggiano
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Maurice A. Campbell
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Name: Maurice A. Campbell
Title: Assistant Vice President
BANK OF AMERICA, N.A.
By: /s/ W. Thomas Barnett
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Name: W. Thomas Barnett
Title: Managing Director
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BANKERS TRUST COMPANY
By: /s/ Marguerite Sutton
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Name: Marguerite Sutton
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ David Fraenkel
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Name: David Fraenkel
Title: Vice President
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DEBT STRATEGIES FUND, INC. PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By: /s/ Anthony Heyman
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Name: Anthony Heyman
Title: Authorized Signatory
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MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By: /s/ Anthony Heyman
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Name: Anthony Heyman
Title: Authorized Signatory
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Anthony Heyman
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Name: Anthony Heyman
Title: Authorized Signatory
NATIONAL CITY BANK OF INDIANA
By: /s/ Mark A. Minnick
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Name: Mark A. Minnick
Title: Senior Vice President
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VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Ernest V. Hodge
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Name: Ernest V. Hodge
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE
FUND
By: Van Kampen Investment Advisory Corp.
By: /s/ Ernest V. Hodge
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Name: Ernest V. Hodge
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Ernest V. Hodge
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Name: Ernest V. Hodge
Title: Vice President
TEXTRON FINANCIAL CORPORATION
By: /s/ Matthew J. Colgan
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Name: Matthew J. Colgan
Title: Director
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Guarantee and Collateral Agreement, dated as of November 19, 1999, made by the
undersigned corporations in favor of the Administrative Agent, for the benefit
of the Lenders, hereby (a) consents to the transactions contemplated by this
Amendment and (b) acknowledges and agrees that the guarantees (and grants of
collateral security therefor) contained in such Guarantee and Collateral
Agreement are, and shall remain, in full force and effect after giving effect to
this Amendment.
ALLIED WORLDWIDE, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Assistant Secretary
FLEET INSURANCE MANAGEMENT, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Assistant Secretary
FRONTRUNNER WORLDWIDE, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Assistant Secretary
GREAT FALLS NORTH AMERICAN, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Assistant Secretary
NACAL, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Assistant Secretary
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NAVTRANS INTERNATIONAL FREIGHT
FORWARDING, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Vice President
NORTH AMERICAN DISTRIBUTION
SYSTEMS, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Vice President
NORTH AMERICAN LOGISTICS, LTD.
By: /s/ Ralph A. Ford
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Name: Ralph A. Ford
Title: Vice President
NORTH AMERICAN VAN LINES OF TEXAS,
INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Vice President
RELOCATION MANAGEMENT SYSTEMS,
INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Vice President
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NAVTRANS INTERNATIONAL FREIGHT
FORWARDING, INC.
By: /s/ Ralph A. Ford
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Name: Ralph A. Ford
Title: Vice President
NORTH AMERICAN DISTRIBUTION
SYSTEMS, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary
NORTH AMERICAN LOGISTICS, LTD.
By: /s/ Ralph A. Ford
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Name: Ralph A. Ford
Title: Vice President
NORTH AMERICAN VAN LINES OF TEXAS,
INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary
RELOCATION MANAGEMENT SYSTEMS,
INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary
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A RELOCATION SOLUTIONS MANAGEMENT
COMPANY
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary
ALLIED FREIGHT FORWARDING, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary
ALLIED VAN LINES, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Vice President and Secretary
ALLIED INTERNATIONAL N.A., INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Vice President
ALLIED VAN LINES TERMINAL COMPANY
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary
VANGUARD INSURANCE AGENCY, INC.
By: /s/ Robert J. Henry
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Name: Robert J. Henry
Title: Secretary