EXHIBIT (a)(3)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of November 17, 1998
(the "Second Amendment"), is by and among TOTAL LOGISTIC CONTROL, LLC, a
Delaware limited liability company (the "Borrower"), the several lenders
identified on the signature pages hereto and such other lenders as may from time
to time become a party hereto (the "Lenders"), and FIRSTAR BANK MILWAUKEE, N.A.,
as agent for the Lenders (in such capacity, the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Credit Agreement dated as of November 2, 1998 by and among the Borrower,
certain Subsidiaries of the Borrower from time to time parties thereto, the
Lenders and the Agent (as amended by the First Amendment dated as of November 2,
1998 and this Second Amendment, the "Credit Agreement");
WHEREAS, the Borrower, the Lenders and the Agent wish to amend the Credit
Agreement as set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
2. Amendment of Credit Agreement. The Credit Agreement is amended as
follows:
2.1 Section 1.1. The definition of Revolving Termination Date in
Section 1.1 of the Credit Agreement is amended by deleting the phrase
"July 31, 2003" therein and substituting the phrase "November 2, 2003" in
lieu thereof.
2.2 Section 6.18. Section 6.18 of the Credit Agreement is amended
by deleting the phrase "July 31, 2003" therein and substituting the
phrase "November 2, 2003" in lieu thereof.
2.3 Schedule 2.1(a). Schedule 2.1(a) of the Credit Agreement is
deleted in its entirety and replaced by new Schedule 2.1(a) in the form
attached hereto.
3. Conditions Precedent. This Second Amendment shall become effective on
the date that the Agent shall have received this Second Amendment, duly executed
by the Borrower and the Lenders.
4. Representations and Warranties. To induce the Lenders to enter into
this Second Amendment, the Borrower hereby represents and warrants to the Agent
and to each Lender that as of the date hereof, after giving effect to this
Second Amendment:
(a) the representations and warranties contained in the Credit
Agreement are true and correct; and
(b) no Default or Event of Default has occurred and is continuing.
5. Full Force and Effect. Except as provided herein, all of the terms and
conditions set forth in the Credit Agreement, and all additional documents
entered into in connection with the Credit Agreement, shall remain unchanged and
shall continue in full force and effect as originally set forth, and each of the
foregoing is hereby ratified and confirmed in all respects.
6. Binding Effect. This Second Amendment shall be binding upon the
parties hereto and their respective successors and assigns.
7. Entire Agreement. This Second Amendment constitutes the entire
agreement among the Borrower, the Lenders and the Agent with respect to the
subject matter hereof.
8. Counterparts. This Second Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same Second Agreement.
9. Governing Law. This Second Amendment shall be construed and
interpreted according to the internal laws of the State of Wisconsin without
giving effect to its conflict of laws provisions.
-2-
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second Amendment to be duly executed and delivered as of the date first
above written.
BORROWER:
TOTAL LOGISTIC CONTROL, LLC
By:
Title:
LENDERS:
FIRSTAR BANK MILWAUKEE, N.A.,
In its capacity as Agent and as a Lender
By:
Title:
BANK ONE, WISCONSIN
As a Lender
By:
Title:
XXXXXX TRUST AND SAVINGS BANK,
As a Lender
By:
Title:
-3-
SCHEDULE 2.1(a)
REVOLVING COMMITMENTS
Revolving Commitment Revolving Commitment
Amount Percentage
Firstar Bank Milwaukee, N.A.
Closing Date through November 2, 1999 $30,000,000 0.4285714285714%
November 3, 1999 through November 2, 2000 29,464,286 0.4285714285714%
November 3, 2000 through November 2, 2001 27,578,571 0.4285714285714%
November 3, 2001 through November 2, 2002 25,435,714 0.4285714285714%
November 3, 2002 through November 2, 2003 22,864,286
Bank One, Wisconsin
Closing Date through November 2, 1999 $20,000,000 0.2857142857143%
November 3, 1999 through November 2, 2000 19,642,857 0.2857142857143%
November 3, 2000 through November 2, 2001 18,385,714 0.2857142857143%
November 3, 2001 through November 2, 2002 16,957,143 0.2857142857143%
November 3, 2002 through November 2, 2003 15,242,857 0.2857142857143%
Xxxxxx Trust and Savings Bank
Closing Date through November 2, 1999 $20,000,000 0.2857142857143%
November 3, 1999 through November 2, 2000 19,642,857 0.2857142857143%
November 3, 2000 through November 2, 2001 18,385,714 0.2857142857143%
November 3, 2001 through November 2, 2002 16,957,143 0.2857142857143%
November 3, 2002 through November 2, 2003 15,242,857 0.2857142857143%
LOC COMMITMENTS
LOC Commitment
LOC Commitment Amount Percentage
Firstar Bank Milwaukee, N.A.
Closing Date through November 2, 2003 $1,500,000 0.4285714285714%
Bank One, Wisconsin
Closing Date through November 2, 2003 $1,000,000 0.2857142857143%
Xxxxxx Trust and Savings Bank
Closing Date through November 2, 2003 $1,000,000 0.2857142857143%
