EXHIBIT 10B
To: The Borrower
The Guarantor
The Banks
From: Chemical Investment Bank Limited - Agency Dept.
19th June, 1995
Dear Sirs,
GATX TERMINALS LIMITED
-----------------------------------------------
pounds25,000,000 Revolving Credit Facility Agreement dated 13th July, 1993
----------------------------------------------------------------------------
We refer to the Revolving Credit Facility Agreement (the "Agreement")
dated 13th July, 1993, as amended by an Amendment Agreement effective from 30th
June, 1994, and made between (1) GATX Terminals Limited as Borrower, (2) General
American Transportation Corporation as Guarantor, (3) Chemical Bank as Arranger,
(4) Chemical Investment Bank Limited as Agent, and (5) the financial
institutions named therein as Banks.
Terms defined in the Agreement shall bear the same meaning herein.
A. The Borrower and the Guarantor have requested the agreement of the
Banks to amend certain definitions as follows:
(1) the definition of "Acceptance Commission Rate" shall be
amended to read as follows:
Quote
"Acceptance Commission Rate" in respect of any ▇▇▇▇ means an acceptance
commission rate of:
(i) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was A and the Relevant ▇▇▇▇▇'▇ Rating was A2, 0.20 per cent.
per annum;
(ii) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was A- and the Relevant ▇▇▇▇▇'▇ Rating was A3, 0.225 per cent.
per annum;
(iii) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was BBB+ and the Relevant ▇▇▇▇▇'▇ Rating was Baa1,
0.25 per cent. per annum;
(iv) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was BBB and the Relevant ▇▇▇▇▇'▇ Rating was Baa2, 0.25
per cent. per annum;
(ii) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was BBB- and the Relevant ▇▇▇▇▇'▇ Rating was Baa3, or
below either of these (or unrated by either Moody's Investors
Services, Inc. or Standard & Poor's Corporation), 0.375 per
cent. per annum;
Provided that where the combination of the Relevant S&P Rating and
Relevant ▇▇▇▇▇'▇ Rating on the relevant day is not one of the
combinations listed above the relevant acceptance commission rate shall
be the acceptance commission rate per annum which is applicable to the
higher of (a) a Relevant S&P Rating equal to the then Relevant S&P
Rating and (b) a Relevant ▇▇▇▇▇'▇ Rating equal to the then Relevant
▇▇▇▇▇'▇ Rating;
(2) the definition of "Facility Rate" shall be amended to read as
follows:
Quote
"Facility Rate" means a rate of:
(i) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was A and the Relevant
▇▇▇▇▇'▇ Rating was A2, 0.10 per cent. per annum;
(ii) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was A- and the Relevant
▇▇▇▇▇'▇ Rating was A3, 0.125 per cent. per annum;
(iii) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was BBB+ and the
Relevant ▇▇▇▇▇'▇ Rating was Baa1, 0.15 per cent. per annum;
(iv) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was BBB and the Relevant
▇▇▇▇▇'▇ Rating was Baa2, 0.175 per cent. per annum;
(v) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was BBB- and the
Relevant ▇▇▇▇▇'▇ Rating was Baa3, or below either of these (or
unrated by either ▇▇▇▇▇'▇ Investors Services, Inc. or Standard
& Poor's Corporation), 0.225 per cent. per annum;
Provided that where the combination of the Relevant S&P Rating and
Relevant ▇▇▇▇▇'▇ Rating on the relevant day is not one of the
combinations listed above the relevant facility rate shall be the
facility rate per annum which is applicable to the higher of (a) a
Relevant S&P Rating equal to the then Relevant S&P Rating and (b) a
Relevant ▇▇▇▇▇'▇ Rating equal to the then Relevant ▇▇▇▇▇'▇ Rating;
Unquote
(3) the definition of "Margin" shall be amended to read as follows:
Quote
"Margin" in respect of any Advance means:
(i) if on the day on which such Advance was made the relevant S&P
Rating was A and the Relevant ▇▇▇▇▇'▇ Rating was A2, 0.20 per
cent. per annum;
(ii) if on the day on which such Advance was made the relevant S&P
Rating was A- and the Relevant ▇▇▇▇▇'▇ Rating was A3, 0.225
per cent. per annum;
(iii) if on the day on which such Advance was made the relevant S&P
Rating was BBB+ and the Relevant ▇▇▇▇▇'▇ Rating was Baa1, 0.25
per cent. per annum;
(iv) if on the day on which such Advance was made the relevant S&P
Rating was BBB and the Relevant ▇▇▇▇▇'▇ Rating was Baa2, 0.25
per cent. per annum;
(v) if on the day on which such Advance was made the relevant S&P
Rating was BBB- and the Relevant ▇▇▇▇▇'▇ Rating was Baa3, or
below either of these (or unrated by either Moody's Investors
Services, Inc. or Standard & Poor's Corporation), 0.375 per
cent. per annum;
Provided that where the combination of the Relevant S&P Rating and
Relevant ▇▇▇▇▇'▇ Rating on the relevant day is not one of the
combinations listed above the relevant margin shall be the rate per
annum which is applicable to the higher of (a) a Relevant S&P Rating
equal to the then Relevant S&P Rating and (b) a Relevant ▇▇▇▇▇'▇ Rating
equal to the then Relevant ▇▇▇▇▇'▇ Rating;
Unquote
(4) the definition of "Instruction Group" shall be amended to read
as follows:
Quote
"Instruction Group" means:
(i) whilst no Advances or Bills are outstanding hereunder, a Bank
or group of Banks whose Commitments amount (or, if each Bank's
Commitment has been reduced to zero, did immediately before
such reduction to zero, amount) in total to more than
fifty-one per cent. of the Total Commitments; and
(ii) whilst at least one Advance or ▇▇▇▇ is outstanding hereunder,
a Bank or group of Banks to whom in total more than fifty-one
per cent. of the Outstandings is owed;
Unquote
B. Clause 2 shall be amended to read as follows:
Quote
The ▇▇▇▇▇ ▇▇▇▇▇ to the Borrower, upon the terms and subject to the
conditions hereof, a revolving cash advances and sterling acceptance
credit facility in an aggregate amount of pounds28,000,000 or its
equivalent from time to time in dollars.
Unquote
C. The First Schedule shall be amended to read that the Commitment of each
Bank is Seven Million Pounds Sterling (pounds7,000,000).
D. In addition the Borrower and Guarantor have requested that the Banks
waive the provisions of Clause 6.1 by hereby accepting the Second
Extension Notice giving notification to the Banks, before the expiry of
23 months from the date of the Agreement, to extend the term of the
Agreement by a further 36 months.
E. As a consequence of the amendment to alter the date of the Termination
Date of the Agreement Clause 6.7 shall be amended to read as follows:
Quote
Save as each Bank may otherwise agree, if the Termination Date is to be
extended pursuant to this Clause 6, the Borrower shall ensure that on
the date which falls thirty-six months (or if the Termination Date is
extended twice pursuant to this Clause 6 eighty four months) after the
date hereof Outstandings under the facility at the close of business
(London time) on such date shall be zero.
Unquote
F. The Borrower and Guarantor further request that the Banks waive the
provisions of Clause 6.3 so that each Relevant Bank shall notify the
Agent on or before the seventh day following receipt by the Agent of
the Second Extension Notice whether or not it is willing to alter the
date of the Termination Date.
G. The Borrower and Guarantor confirm that, at the date hereof, the
representations set out in Clause 23 (other than Clause 23.3 (vii)) of
the Facility Agreement are true and no Event of Default or Potential
Event of Default has occurred.
H. The Guarantor further confirms that the Guarantee will continue in full
force and effect as detailed in Clauses 28 and 29 of the Facility
Agreement.
I. The amendments and waivers referred to herein shall become effective on
19th June, 1995 (the "Effective Date").
Kindly confirm your agreement to the amendments and waiver hereinbefore
referred to by countersigning the original and enclosed copy of this
letter and returning them to the undersigned.
Yours faithfully,
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
for and on behalf of
Chemical Investment Bank Limited
Agency Department
We confirm our agreement to the foregoing.
GATX TERMINALS LIMITED
as Borrower
By:/s/▇. ▇▇▇▇▇▇
------------------------------
GENERAL AMERICAN TRANSPORTATION CORPORATION
as Guarantor
By: /s/E. ▇▇▇▇ ▇▇▇▇
--------------------------------
ABN AMRO BANK
By: /s/▇▇▇▇ ▇▇▇▇▇
-------------------------------
BARCLAYS BANK PLC
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
CHEMICAL BANK
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
CREDIT LYONNAIS
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
To: The Banks
From: Chemical Investment Bank Limited - Agency Dept.
19th June, 1995
Dear Sirs,
GATX TERMINALS LIMITED
-----------------------------------------------
pounds25,000,000 Revolving Credit Facility Agreement dated 13th July, 1993
--------------------------------------------------------------------------------
We refer to the Revolving Credit Facility Agreement (the "Agreement")
dated 13th July, 1993, and made between (1) GATX Terminals Limited as Borrower,
(2) General American Transportation Corporation as Guarantor, (3) Chemical Bank
as Arranger, (4) Chemical Investment Bank Limited as Agent, and (5) the
financial institutions named therein as Banks.
Terms defined in the Agreement shall bear the same meaning herein.
A. The Borrower and the Guarantor have requested the agreement of the
Banks to amend certain definitions as follows:
(1) the definition of "Acceptance Commission Rate" shall be
amended to read as follows:
Quote
"Acceptance Commission Rate" in respect of any ▇▇▇▇ means an acceptance
commission rate of:
(i) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was A and the Relevant ▇▇▇▇▇'▇ Rating was A2, 0.225 per
cent. per annum;
(ii) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was A- and the Relevant ▇▇▇▇▇'▇ Rating was A3, 0.235
per cent. per annum;
(iii) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was BBB+ and the Relevant ▇▇▇▇▇'▇ Rating was Baa1, 0.24
per cent. per annum;
(iv) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was BBB and the Relevant ▇▇▇▇▇'▇ Rating was Baa2, 0.275
per cent. per annum;
(ii) if on the day on which such ▇▇▇▇ was made the Relevant S&P
Rating was BBB- and the Relevant ▇▇▇▇▇'▇ Rating was Baa3, or
below either of these (or unrated by either ▇▇▇▇▇'▇ Investors
Services, Inc. or Standard & Poor's Corporation), 0.40 per
cent. per annum;
Provided that where the combination of the Relevant S&P Rating and
Relevant ▇▇▇▇▇'▇ Rating on the relevant day is not one of the
combinations listed above the relevant acceptance commission rate shall
be the acceptance commission rate per annum which is applicable to the
higher of (a) a Relevant S&P Rating equal to the then Relevant S&P
Rating and (b) a Relevant ▇▇▇▇▇'▇ Rating equal to the then Relevant
▇▇▇▇▇'▇ Rating;
(2) the definition of "Commitment Rate" shall be replaced (and all
references thereto amended accordingly) by the definition
"Facility Rate" which shall read as follows:
Quote
"Facility Rate" means a rate of:
(i) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was A and the Relevant
▇▇▇▇▇'▇ Rating was A2, 0.125 per cent. per annum;
(ii) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was A- and the Relevant
▇▇▇▇▇'▇ Rating was A3, 0.140 per cent. per annum;
(iii) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was BBB+ and the
Relevant ▇▇▇▇▇'▇ Rating was Baa1, 0.1875 per cent. per annum;
(iv) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was BBB and the Relevant
▇▇▇▇▇'▇ Rating was Baa2, 0.225 per cent. per annum;
(v) if on the first day of the period for which such rate falls to
be determined the Relevant S&P Rating was BBB- and the
Relevant ▇▇▇▇▇'▇ Rating was Baa3, or below either of these (or
unrated by either ▇▇▇▇▇'▇ Investors Services, Inc. or Standard
& Poor's Corporation), 0.250 per cent. per annum;
Provided that where the combination of the Relevant S&P Rating and
Relevant ▇▇▇▇▇'▇ Rating on the relevant day is not one of the
combinations listed above the relevant facility rate shall be the
facility rate per annum which is applicable to the higher of (a) a
Relevant S&P Rating equal to the then Relevant S&P Rating and (b) a
Relevant ▇▇▇▇▇'▇ Rating equal to the then Relevant ▇▇▇▇▇'▇ Rating;
Unquote
(3) the definition of "Margin" shall be amended to read as follows:
Quote
"Margin" in respect of any Advance means:
(i) if on the day on which such Advance was made the relevant S&P
Rating was A and the Relevant ▇▇▇▇▇'▇ Rating was A2, 0.225 per
cent. per annum;
(ii) if on the day on which such Advance was made the relevant S&P
Rating was A- and the Relevant ▇▇▇▇▇'▇ Rating was A3, 0.235
per cent. per annum;
(iii) if on the day on which such Advance was made the relevant S&P
Rating was BBB+ and the Relevant ▇▇▇▇▇'▇ Rating was Baa1, 0.24
per cent. per annum;
(iv) if on the day on which such Advance was made the relevant S&P
Rating was BBB and the Relevant ▇▇▇▇▇'▇ Rating was Baa2, 0.275
per cent. per annum;
(v) if on the day on which such Advance was made the relevant S&P
Rating was BBB- and the Relevant ▇▇▇▇▇'▇ Rating was Baa3, or
below either of these (or unrated by either Moody's Investors
Services, Inc. or Standard & Poor's Corporation), 0.40 per
cent. per annum;
Provided that where the combination of the Relevant S&P Rating and
Relevant ▇▇▇▇▇'▇ Rating on the relevant day is not one of the
combinations listed above the relevant margin shall be the rate per
annum which is applicable to the lower of (a) a Relevant S&P Rating
equal to the then Relevant S&P Rating and (b) a Relevant ▇▇▇▇▇'▇ Rating
equal to the then Relevant ▇▇▇▇▇'▇ Rating;
Unquote
(4) the definition of "Relevant S&P Rating" shall be amended to
read as follows:
Quote
"Relevant S&P Rating" at any time means the rating accredited at such
time by Standard & Poor's Corporation to senior, unsecured long term
debt of Guarantor;:
Unquote
(5) The definition of "Relevant ▇▇▇▇▇'▇ Rating" shall be amended
to read as follows:
Quote
"Relevant ▇▇▇▇▇'▇ Rating" at any time means the rating accredited at
such time by ▇▇▇▇▇'▇ Investor Service, Inc., to senior, unsecured long
term debt of the Guarantor;"
Unquote
B. Clause 35.1 shall be amended to read as follows:
Quote
The Borrower shall pay to the Agent for the account of each Bank a
facility fee on the amount of such Bank's Commitment from day to day
during the period beginning on the Effective Date and ending on the
termination Date, such facility fee to be calculated at the Facility
Rate and payable in arrears on the last Business Day of each March,
June, September and December which ends during such period and on the
Termination.
Unquote
C. In addition the Borrower and the Guarantor have requested that the
Banks waive the provisions of Clause 6.1 by hereby accepting the First
Extension Notice giving notification to the Banks, before the expiry of
11 months from the date of the Agreement, to extend the Termination
Date for a period of 12 months.
D. The amendments and waiver referred to herein shall become effective on
[30] June, 1994 (the "Effective Date").
Kindly confirm your agreement to the amendments and waiver hereinbefore
referred to by countersigning the original and enclosed copy of this
letter and returning them to the undersigned.
Yours faithfully,
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
for and on behalf of
Chemical Investment Bank Limited
Agency Department
We confirm our agreement to the foregoing.
ABN AMRO BANK
By: /s/Alexander Drijver /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
BARCLAYS BANK PLC
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
CHEMICAL BANK
By: /s/▇▇▇▇ ▇▇▇▇▇▇ (Vice President)
-------------------------------
CREDIT LYONNAIS
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
