EXHIBIT 10A
AMENDMENT NO. I TO THE THIRD AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
This AMENDMENT NUMBER ONE TO THE THIRD AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (this "Amendment") is made as of April 21, 1995 by and among
General American Transportation Corporation, a New York corporation (the
"Company"), the undersigned financial institutions, including Bankers Trust
Company ("BT"), in their capacities as lenders (the "Banks"), and BT, in its
capacity as the Agent for the Banks.
PRELIMINARY STATEMENT. The Company, the Banks and the Agent heretofore
entered into that certain Third Amended and Restated Revolving Credit Agreement
dated as of March 31, 1994 (the "Credit Agreement"). The Company, the Banks and
the Agent have agreed to amend the Credit Agreement as hereinafter set forth.
All capitalized terms used but not defined herein have the meanings ascribed to
such terms in the Credit Agreement.
SECTION 3- Amendments to Credit Agreement. The Credit Agreement is, as of
the date hereof, hereby amended as follows:
(i) The following new definition is hereby added to Section 1.01
of the Credit Agreement in the appropriate alphabetical order:
"First Amendment Date" shall mean April 21, 1995.
(ii) The definition of "Maturity Date" contained in Section 1.01
of the Credit Agreement is hereby deleted in its entirety and replaced
as follows:
"Maturity Date" shall mean April 21, 2000.
(iii) The definition of "Required Banks" contained in Section 1.01
of the Credit Agreement is hereby deleted in its entirety and replaced
as follows:
"Required Banks" shall mean at any time Banks holding at
least fifty-one percent (51%) of the then aggregate unpaid principal
amount of the Loans, or, if no such principal amount is then
outstanding, Banks having at least fifty-one percent (51%) of the
aggregate Commitments.
(iv) Section 2.05(b) of the Credit Agreement is hereby deleted in its
entirety and replaced as follows:
(b) The Company agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan made to the Company on or
after, or then outstanding on, the First Amendment Date from the date
thereof (or from the First Amendment Date if such Eurodollar Loan is
already outstanding as of the First Amendment Date) to maturity of such
Loan (whether by acceleration or otherwise) at a rate per annum which
shall be equal to the Eurodollar Rate plus the percentage per annum set
forth below corresponding to the higher of the Company's Bond Ratings
as of the first day of the applicable Interest Period:
Bond Ratings Percentage
------------------- -----------------
A/A2 .200%
A-/A3 .225%
BBB+/Baal .250%
BBB/Baa2 .250%
BBB-/Baa3 or below .375%
(or unrated by
either or both of
the Agencies)
; provided, that, the Company agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan made to the Company
prior to the First Amendment Date from the date thereof to but not
including the First Amendment Date (or to the earlier maturity of such
Eurodollar Loan) at a rate per annum which shall be equal to the
Eurodollar Rate plus the percentage per annum set forth below
corresponding to the lower of the Company's Bond Ratings as of the
first day of the applicable Interest Period:
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Bond Ratings Percentage
------------------- ---------------
A/A2 .225%
A-/A3 .235%
BBB+/Baal .240%
BBB/Baa2 .275%
BBB-/Baa3 or below .400%
(or unrated by
either or both of
the Agencies)
(v) Section 2. 10 (a) of the Credit Agreement is hereby deleted in its
entirety and replaced as follows:
(a) Facility Fees. The Company shall pay to the Agent for the
account of and pro rata distribution to each Bank a facility fee
(collectively, the "Facility Fees") for the period commencing on the
First Amendment Date and including the Maturity Date for such Bank (or
such earlier date as the Commitments shall have been terminated)
computed, subject to Section 2. 10 (b) below, at a rate equal to the
percentage per annum set forth below which corresponds to the higher of
the Company's Bond Ratings as of the applicable payment date on such
Bank's average daily Commitment during such quarter:
Bond Ratings Percentage
---------------------------- ---------------
A/A2 .100%
A-/A3 .125%
BBB+/Baal .150%
BBB/Baa2 .175%
BBB-/Baa3 or below .225%
(or unrated by
either or both of
the Agencies)
; provided, that, the Company shall pay to the Agent for the account of
and pro rata distribution to each Bank a Facility Fee for the period
commencing on the Third Restatement Date to but not including the First
Amendment Date for such Bank (or such earlier date as the Commitments
shall have been terminated) computed, subject to Section 2.10(b) below,
at a rate equal to the percentage per annum set forth below which
corresponds to the lower of the Company's Bonds Ratings as of the
applicable payment date on such Bank's average daily Commitment during
such quarter:
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Bond Ratings Percentage
--------------------- --------------
A/A2 .1250%
A-/A3 .1400%
BBB+/Baal .1875%
BBB/Baa2 .2250%
BBB-/Baa3 or below .2250%
(or unrated by
either or both of
the Agencies)
Such Facility Fees shall be payable in arrears on the last Business Day of
each January, April, July and October, and on the Maturity Date or such earlier
date as the Commitments shall be terminated.
SECTION 2. Representations and Warranties of the Company. The Company
represents and warrants to the Banks and the Agent (i) that the execution,
delivery and performance of this Amendment and the consummation of the
transactions contemplated hereby by the Company have been duly authorized by all
necessary corporate action, (ii) that all of the representations and warranties
of the Company contained in the Credit Agreement or otherwise in writing, or
deemed (pursuant to Section 3.01 of the Credit Agreement) to be made by the
Company or any of its officers under or in connection with the credit Agreement,
are, as of the date hereof, true and correct in all material respects after
taking into account any changes permitted or contemplated by the Credit
Agreement, (iii) that no Event of Default or Default has occurred or is
continuing as of the date hereof, and (iv) that this Amendment is a legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as the enforcement thereof may be subject to
(A) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and (B) general
principles of
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equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law).
SECTION 3. Reference to and Effect on the credit Agreement.
(a) Upon the effectiveness of Section I hereof, on and after the
date hereof each reference in the Credit Agreement to "this Agreement,
"hereunder," "hereof," "herein," or words of 1ike import, and each reference to
the Credit Agreement in the Notes and all other documents executed and delivered
in connection therewith (collectively, together with the Credit Agreement, the
"Loan Documents") shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit Agreement, the
Notes and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(c) 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 the Banks or the Agent under the Credit Agreement, the Notes
or any of the other Loan Documents.
SECTION 4, Costs, Expenses and Taxes. Pursuant to the provisions of the
Credit Agreement, the Company agrees to pay on demand all reasonable costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment, including the reasonable fees and out-of-pocket expenses of
counsel with respect thereto. In addition, the Company shall pay any and all
stamp and other taxes and fees payable or determined to be
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payable in connection with the execution and delivery of this Amendment and
agrees to save the Banks and the Agent harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.
SECTION 5. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
INTERNAL CONFLICTS OF LAW PROVISIONS THEREOF.
SECTION 7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
SECTION 8. Effectiveness of the Amendment. The approval of each amendment
by each Bank pursuant to this Amendment is not conditioned upon the approval of
any other amendment by any Bank pursuant to this Amendment.
[signature pages follow]
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Amendment No. I to the
Third Amended and Restated Revolving Credit
Agreement dated as of April 21, 1995
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
GENERAL AMERICAN TRANSPORTATION
CORPORATION
By: /s/E. Xxxx Xxxx
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Its: Treasurer
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BANKERS TRUST COMPANY, in its
individual capacity and as the Agent
By: /s/Xxxx Xx Xxxxx
-----------------------------------------
Its: Assistant Vice President
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ABN AMRO BANK N.V.,
CHICAGO BRANCH
By:/s/Xxxxx X. Xxxxxx
-----------------------------------------
Its:Group Vice President
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By:/s/Xxxxx X. Xxxxxx
-----------------------------------------
Its:Assistant Vice President
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Amendment No. I to the
Third Amended and Restated Revolving Credit
Agreement dated as of April 21, 0000
XXX XXXX XX XXX XXXX
By:/s/
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Its: Assiatant Vice President
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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/Xxxxx X. Xxxxxxx
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Its: Vice President
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CHEMICAL BANK
By: /s/Xxxxx X. Xxxx
----------------------------------------
Its: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/Xxxxxxx Xxxx
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Its: Assistant Vice President
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THE INDUSTRIAL BANK OF JAPAN. LTD
By: /s/Xxxxxxx Xxxxxxxx
----------------------------------------
Its: Joint General Manager
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Amendment No. I to the
Third Amended and Restated Revolving Credit
Agreement dated as of April 21, 1995
MELLON BANK, N.A.
By: /s/
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Its: Vice President
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BANK OF MONTREAL
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------------------
Its: Managing Director
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SWISS BANK CORPORATION
By: /s/Xxxxxxx X. XxXxxxxxx
-----------------------------------------
Its: Associate Director, Merchant Banking
----------------------------------------
By: /s/Xxxxx X. Xxxxxxx
-----------------------------------------
Its: Associate Director, Merchant Banking
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CITIBANK, N.A.
By: /s/Xxxxxxx X. Xxxxx
-----------------------------------------
Its: Vice President
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X.X. XXXXXX DELAWARE
By: /s/Xxxxxxx Xxxxxxx Xxxxxx
-----------------------------------------
Its: Associate
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