Exhibit 4.2
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$200,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 29, 1999
among
ABC-NACO INC.,
ABC-NACO de MEXICO, S.A. de C.V.,
DOMINION CASTINGS LIMITED,
BANK OF AMERICA CANADA,
as Canadian Revolving Lender,
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent and Letter of Credit Issuing Lender
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged By
NATIONSBANC MONTGOMERY SECURITIES LLC
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AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
This Amended and Restated Credit Agreement (this "Agreement") is
entered into as of October 29, 1999, by the and among ABC-NACO Inc., a Delaware
corporation (the "Company"), ABC-NACO de Mexico, S.A. de C.V., a Mexican
corporation (the "Mexican Borrower"), Dominion Castings Limited, an Ontario
corporation (the "Canadian Borrower" and, together with the Company and the
Mexican Borrower, the "Borrowers"), each of the several financial institutions
signatory hereto (collectively, the "Majority Lenders") and Bank of America,
National Association (f/k/a Bank of America National Trust and Savings
Association) individually and as agent (the "Agent") for the benefit of the
Lenders under the Credit Agreement hereinafter referred to.
RECITALS
--------
A. The Borrowers, Bank of America Canada, as Canadian Revolving
Lender, the financial institutions from time to time party thereto and the Agent
and Letter of Credit Issuing Lender are parties to that certain credit agreement
dated as of February 19, 1999, as amended by that certain Amendment, Waiver and
Release Agreement dated as of October 12, 1999 (the "Credit Agreement"). Unless
otherwise specified herein, capitalized terms used in this Agreement shall have
the meanings ascribed to them by the Credit Agreement, as amended hereby.
B. The Borrowers, the Agent and the Majority Lenders have agreed to
further amend the Credit Agreement on terms and conditions herein set forth and
to restate the Credit Agreement in its entirety to read as set forth in the
Credit Agreement with the amendments specified below, subject to the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendments to Credit Agreement. Effective as of October 29, 1999,
the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is amended by inserting
a new row at the end of the table in the definition of "Applicable Margin" as
follows:
Offshore Base Commitment
Level Rate Rate Fee
----- ---- ---- ---
"VII 2.25% 1.25% 0.50%"
(b) Section 1.01 of the Credit Agreement is further amended by
deleting the definition of "Level VI" therein in its entirety and inserting in
lieu thereof the following:
""Level VI" shall exist at any time the Leverage Ratio is less
than 4.00:1.0 but greater than or equal to 3.50:1.0."
2
(c) Section 1.01 of the Credit Agreement is further amended by
adding the following new definition in appropriate alphabetical order:
""Level VII" shall exist at any time the Leverage Ratio is
greater than or equal to 4.00:1.0."
(d) Section 8.01 of the Credit Agreement is amended by deleting
the "5,000,000" appearing in clause (l) of such Section and replacing it with
"$10,000,000".
(e) Section 8.05 of the Credit Agreement is amended by deleting
the word "and" appearing at the end of clause (g) thereof and deleting clause
(h) in its entirety and inserting in lieu thereof the following:
"(h) Indebtedness subordinate to the Indebtedness incurred
pursuant to this Agreement; provided, that (i) the aggregate principal amount of
such Indebtedness outstanding at any one time shall not exceed $175,000,000;
(ii) the rate at which interest accrues on such Indebtedness shall not exceed
15% per annum; (iii) the terms of such Indebtedness shall be satisfactory to the
Agent, provided, that, the maturity date of such Indebtedness shall not be
earlier than one year after the scheduled Termination Date, the covenants of
such Indebtedness shall not be more restrictive than those set forth in this
Agreement and the subordination terms of such Indebtedness shall be customary
for transactions of similar nature; and
(i) Indebtedness of the Company or any of its Subsidiaries in an
aggregate amount outstanding at any time not to exceed $10,000,000, including
without limitation Indebtedness incurred by any Foreign Subsidiary."
(f) Section 8.14 of the Credit Agreement is amended by deleting
the table therein in its entirety and substituting in lieu thereof the
following:
"Period Ratio
------ -----
From and including the last day of the
fiscal quarter ended in October, 1999
to but excluding the last day of the
fiscal quarter ended in December, 1999 4.50:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
December, 1999 to but excluding the
last day of the fiscal quarter ended
in March, 2000 4.60:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
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March, 2000 to but excluding the last
day of the fiscal quarter ended in
June, 2000 4.35:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
June, 2000 to but excluding the last
day of the fiscal quarter ended in
September, 2000 4.00:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
September, 2000 to but excluding the
last day of the fiscal quarter ended
in March, 2001 3.75:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2001 to but excluding the last
day of the fiscal quarter ended in
March, 2002 3.50:1.0
Thereafter 3.25:1.0"
(g) Section 8.15 of the Credit Agreement is amended by deleting
the table therein in its entirety and substituting in lieu thereof the
following:
"Period Ratio
------ -----
From and including the last day of the
fiscal quarter ended in October, 1999
to but excluding the last day of the
fiscal quarter ended in December, 1999 3.25:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
December, 1999 to but excluding the
last day of the fiscal quarter ended
in March, 2000 3.35:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2000 to but excluding the last
day of the fiscal quarter ended in
June, 2000 3.25:1.0
4
Thereafter, from and including the last
day of the fiscal quarter ended in
June, 2000 to but excluding the last
day of the fiscal quarter ended in
September, 2000 3.00:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
September, 2000 to but excluding the
last day of the fiscal quarter ended
in March, 2001 2.75:1.0
Thereafter 2.50:1.0"
2. Representations and Warranties of the Borrowers. The Borrowers
represent and warrant that:
(a) The execution, delivery and performance by each of the
Borrowers of this Agreement have been duly authorized by all necessary
corporate action and that this Agreement is a legal, valid and binding
obligation of such Borrower enforceable against such Borrower in accordance
with its terms, except as the enforcement thereof may be subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors' rights generally;
(b) Each of the representations and warranties contained in the
Credit Agreement is true and correct in all material respects on and as of
the date hereof as if made on the date hereof, except to the extent that
any such representation or warranty relates to an earlier date, in which
case such representation or warranty shall be true and correct in all
material respects as of such earlier date; and
(c) After giving effect to this Agreement, no Default or
Unmatured Default has occurred and is continuing.
3. Conditions to Effectiveness of Agreement. This Agreement shall
become effective on the date (the "Effective Date") each of the following
conditions precedent is satisfied:
(a) Execution and Delivery. The Borrowers, the Agent and the
Majority Lenders shall have executed and delivered this Agreement.
(b) No Defaults. After giving effect to this Agreement, no
Unmatured Event of Default or Event of Default under the Credit Agreement shall
have occurred and be continuing.
5
(c) Representations and Warranties. After giving effect to the
amendments contemplated by this Agreement, the representations and warranties of
the Borrowers contained in this Agreement, the Credit Agreement and the other
Loan Documents shall be true and correct in all respects as of the Effective
Date, with the same effect as though made on such date, except to the extent
that any such representation or warranty relates to an earlier date, in which
case such representation or warranty shall be true and correct in all material
respects as of such earlier date.
(d) Reaffirmation of Guaranty. The Agent shall have received a
Reaffirmation of Guaranty dated as of the Effective Date in the form of Exhibit
A-1 and Exhibit A-2 attached hereto duly executed by each Guarantor.
(e) Payment of Expenses. The Company shall have paid all of the
fees and expenses of (i) Winston & Strawn, counsel to the Agent; (ii) Borden &
Elliot, Canadian counsel to the Agent; and (iii) Ritch, Heather y Mueller,
Mexican counsel to the Agent, incurred up to the Effective Date.
(f) Payment of Amendment Fee. The Company shall have paid in full
to the Agent for ratable distribution to each Lender an amount equal to 0.125%
of the Commitment of such Lender.
4. Reference to and Effect Upon the Credit Agreement.
(a) Upon the Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
like import and each reference to the Credit Agreement in each Loan
Document shall mean and be a reference to the Credit Agreement as amended
and restated hereby and the Credit Agreement is amended as set forth herein
and is hereby restated in its entirety to read as set forth in the Credit
Agreement with the amendments specified herein.
(b) Except as specifically amended above, all of the terms,
conditions and covenants of the Credit Agreement and the other Loan
Documents shall remain unaltered and in full force and effect and are
hereby ratified and confirmed in all respects.
(c) The execution, delivery and effectiveness of this Agreement
shall not operate as a waiver of any right, power or remedy of the Agent or
any Lender under the Credit Agreement or any other Loan Document, nor
constitute a waiver of any provision of the Credit Agreement or any Loan
Document, except as specifically set forth herein.
5. Costs and Expenses. The Company hereby affirms its obligation
under Section 11.04 of the Credit Agreement to reimburse the Agent for all
reasonable costs, internal charges and out-of-pocket expenses paid or incurred
by the Agent in connection with the preparation, negotiation, execution and
delivery of this Agreement, including but not limited to the attorneys' fees and
time charges of attorneys for the Agent with respect thereto.
6
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
(signature pages follow)
7
ABC-NACO INC.
/s/ Vincent V. Rea
By: ___________________________________
Vincent V. Rea
Name: _________________________________
Vice President & Treasurer
Title: ________________________________
ABC-NACO de MEXICO S.A. de C.V.
/s/ Vincent V. Rea
By: ___________________________________
Vincent V. Rea
Name: _________________________________
Vice President & Treasurer
Title: ________________________________
DOMINION CASTINGS LIMITED
/s/ Vincent V. Rea
By: ___________________________________
Vincent V. Rea
Name: _________________________________
Vice President & Treasurer
Title: ________________________________
8
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Agent
/s/ David A. Johanson
By: ___________________________________
David A. Johanson
Name: _________________________________
Vice President
Title: ________________________________
BANK OF AMERICA, NATIONAL
ASSOCIATION, Individually as a Lender and as the
Issuing Lender
By: ___________________________________
Name: _________________________________
Title: ________________________________
9
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Agent
By: ___________________________________
Name: _________________________________
Title: ________________________________
BANK OF AMERICA, NATIONAL
ASSOCIATION, Individually as a Lender and as the
Issuing Lender
/s/ John J. Campanella
By: ___________________________________
John J. Campanella
Name: _________________________________
Senior Vice President
Title: ________________________________
10
ABN AMRO BANK N.V., as a Lender
/s/ David J. Thomas
By: ___________________________________
David J. Thomas
Name: _________________________________
Group Vice President
Title: ________________________________
/s/ Gerald F. Mackin
By: ___________________________________
Gerald F. Mackin
Name: _________________________________
Vice President
Title: ________________________________
11
BANKBOSTON, N.A., as a Lender
/s/ Mark Fawcett
By: ___________________________________
MARK FAWCETT
Name: _________________________________
VICE PRESIDENT
Title: ________________________________
12
BANK ONE, NA (Main Office Chicago), as a Lender
/s/ Kevin L. Gillen
By: ___________________________________
KEVIN L. GILLEN
Name: _________________________________
VICE PRESIDENT
Title: ________________________________
13
FIRSTAR BANK MILWAUKEE, N.A., as a Lender
/s/ Matthew J. Schulz
By: ___________________________________
MATTHEW J. SCHULZ
Name: _________________________________
COMMERCIAL BANKING OFFICER
Title: ________________________________
14
HARRIS TRUST AND SAVINGS BANK, as a
Lender
/s/ Patrick J. McDonnell
By: ___________________________________
Patrick J. McDonnell
Name: _________________________________
Vice President
Title: ________________________________
15
LASALLE NATIONAL BANK, as a Lender
/s/ Terri A. Maurer
By: ___________________________________
TERRI A. MAURER
Name: _________________________________
VICE PRESIDENT
Title: ________________________________
16
THE NORTHERN TRUST COMPANY, as a Lender
/s/ Anne P. Rahm
By: ___________________________________
Anne P. Rahm
Name: _________________________________
Second Vice President
Title: ________________________________
17
PNC BANK, NATIONAL ASSOCIATION, as a
Lender
/s/ Robert A. Krasnow
By: ___________________________________
ROBERT A. KRASNOW
Name: _________________________________
Senior Vice President
Title: ________________________________
18
U.S. BANK NATIONAL ASSOCIATION, as a Lender
/s/ Megan G. Mourning
By: ___________________________________
MEGAN G. MOURNING
Name: _________________________________
VICE PRESIDENT
Title: ________________________________
19
BANK OF AMERICA CANADA, as Canadian
Revolving Lender
/s/ Richard J. Hall
By: ___________________________________
Richard J. Hall
Name: _________________________________
Vice President
Title: ________________________________
20
REAFFIRMATION OF GUARANTY
-------------------------
Each of the undersigned acknowledges receipt of a copy of the Amended and
Restated Credit Agreement (the "Amendment") dated October 29, 1999, consents to
such Amendment and hereby reaffirms its obligations under that certain
Subsidiary Guaranty dated February 19, 1999 by the direct and indirect
subsidiaries of ABC-NACO Inc.
Dated as of October 29, 1999.
NACO, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
ABC RAIL BRAKESHOE HOLDINGS, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
ABC RAIL FRENCH HOLDINGS, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
21
ABC RAIL PRODUCTS CHINA
INVESTMENT CORPORATION
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
ABC RAIL SYSTEMS, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
ABC RAIL (VIRGIN ISLANDS)
CORPORATION
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
TRANSIT & RAIL SYSTEMS, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
NATIONAL CASTINGS, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
22
NACO FLOW PRODUCTS, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
NATIONAL ENGINEERED PRODUCTS
COMPANY, INC.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
23
REAFFIRMATION OF GUARANTY
-------------------------
Each of the undersigned acknowledges receipt of a copy of the Amended and
Restated Credit Agreement (the "Amendment") dated October 29, 1999, consents to
such Amendment and hereby reaffirms its obligations under that certain Mexican
Subsidiary Guaranty dated February 19, 1999, as amended by that certain
Amendment of Mexican Subsidiary Guaranty dated as of October 12, 1999.
Dated as of October 29, 1999.
ABC-NACO DE MEXICO, S.A. DE C.V.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
ABC-NACO SERVICIOS FERROVIARIOS,
S.A. DE C.V.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
COMMERCIALIZADORA NATIONAL
CASTINGS, S.A. DE C.V.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
24
NATIONAL CASTINGS DE MEXICO, S.A.
DE C.V.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
SERVICIOS NATIONAL CASTINGS, S.A.
DE C.V.
/s/ Vincent V. Rea
By: _______________________________________
Vincent V. Rea
Name: _____________________________________
Vice President & Corporate Treasurer
Title: ____________________________________
25