1
EXHIBIT 10.42
THIRD AMENDMENT
TO
CREDIT AGREEMENT
Third Amendment, dated June 11, 1996, (herein called the "AMENDMENT")
to Credit Agreement, dated June 13, 1995 as amended prior to the date hereof,
(herein called the "AGREEMENT") between and among WABASH NATIONAL FINANCE
CORPORATION, an Indiana corporation, with its main business office located at 9
North Vail Avenue, Arlington Heights, Illinois 60005 (herein called "WABASH
NATIONAL FINANCE"), the banking institutions named in Exhibit A attached
thereto (herein called collectively the "BANKS" and individually a "BANK") and
CORESTATES BANK, N.A., a national banking association, as agent for the Banks
under this Agreement (herein in such capacity called the "AGENT"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Agreement.
PRELIMINARY STATEMENT
WHEREAS, Wabash has requested that an increase in the amount of debt
which may be incurred under Section 5.4((v).
WHEREAS, the Banks agree to the request of Wabash on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and promises
hereinafter set forth and intending to be legally bound hereby, the parties
hereto agree as follows:
1. SECTION 5.4 OF THE AGREEMENT. Section 5.4 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"5.4 DEBT. Wabash National Finance will not create, incur,
assume or in any other manner be liable upon (directly, by guarantee or
otherwise) or permit to exist any Debt except (i) the Debt incurred
hereunder, (ii) Debt for salaries and wages incurred in the ordinary
course of its business, (iii) accounts payable to trade creditors for
goods or services which accounts are paid within 90 days from billing
date, (iv) Debt in existence on the date hereof and described in
reasonable detail on Schedule 1 hereto, (v) Debt arising after the
Closing Date, not to exceed $30,000,000 at any one time outstanding,
(vi) Debt arising after the Closing Date, for which the holder of the
Debt shall have no recourse against Wabash National Finance other than
with respect to collateral pledged to secure such Debt and Wabash
National Corporation shall have no remarketing obligation, (vii) Debt
arising after the Closing Date for goods and/or services which are
reasonable, incidental to and in the regular course of the business of
Wabash National Finance such as items of office equipment and does not
at any one time exceed $100,000 in aggregate amount outstanding, (viii)
Debt arising after the Closing Date, which is for a fixed term and at a
fixed rate from a lender that has entered into the Intercreditor and
Collateral Agency Agreement and pursuant to a debt instrument that
conforms with the covenants and events of default set forth in this
Agreement, and (ix) Debt arising after the Facility Termination Date,
provided that at the time such Debt is incurred and after giving effect
to such Debt and the receipt of the proceeds thereof, no Default or
Event of Default (as defined in Section 6.1) shall exist. Debt meeting
the foregoing exceptions shall
Third Amendment to
Credit Agreement -1- June 11, 1996
2
be deemed to be "PERMITTED DEBT" for purposes of this Agreement and the
other Loan Documents."
2. REPRESENTATIONS AND WARRANTIES. Wabash hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.
3. COVENANTS. Wabash hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Article 5 thereof, on and as of the
date hereof.
4. PROCEEDINGS, INSTRUMENTS, ETC.. All proceedings and actions taken on
or prior to the date hereof in connection with this Amendment and all
instruments incident thereto and hereto shall be in form and substance
satisfactory to the Banks, and the Agent shall have received for each Bank
copies of all documents that any Bank may request in connection with such
proceedings, actions and transactions (including, without limitation, a
replacement Revolving Credit Note duly executed, completed and issued in
accordance herewith, copies of court documents, certifications and evidence of
the correctness of the representations and warranties contained herein and
certifications and evidence of the compliance with the terms and the
fulfillment of the conditions of the Agreement, in form and substance
satisfactory to each Bank).
5. AFFIRMATION. Wabash hereby affirms its absolute and unconditional
promise to pay to each Bank the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.
6. EFFECT OF AMENDMENT. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
7. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed by their duly authorized representatives as of the date
first above written.
WABASH NATIONAL FINANCE CORPORATION
By Richard E. Dessimoz
-------------------------------------
Name Richard E. Dessimoz
Title Vice President
Notices To:
Mr. Richard E. Dessimoz
Chief Executive Officer
Wabash National Finance Corporation
9 North Vail Avenue
Arlington Heights, Illinois 80005
FAX No. (708) 577-2204
Third Amendment to
Credit Agreement -2- June 11, 1996
3
CORESTATES BANK, N.A., for itself and as Agent
By William J. Hieb
-------------------------------------
William J. Hieb
Vice President
Notices To:
Mr. William J. Hieb
Vice President
CoreStates Bank, N.A.
Transportation, Leasing and
Construction Industry Services
FC 1-8-11-24
Widener Building 11th Floor
1339 Chestnut Street
P.O. Box 7618
Philadelphia, PA 19101-7618
FAX No. (215) 786-7704
HARRIS TRUST AND SAVINGS BANK
By
-------------------------------------
Name
Title
Notices To:
Mr. Peter Krawchuk
Vice President
Harris Trust and Savings Bank
111 W. Monroe Street
Chicago, IL 60603
FAX No. (312) 461-2591
NATIONAL CITY BANK, INDIANA
By
-------------------------------------
Name
Title
Notices To:
Mr. Rafe L. Boldrick
Senior Vice President
National City Bank, Indiana
101 West Washington Street
Suite 200 East
Indianapolis, IN 46255
FAX No. (317) 267-8899
Third Amendment to
Credit Agreement -3- June 11, 1996