W I T N E S S E T H :
SIXTH AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of November 7, 2002, among QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.), a
Florida corporation ("Holdings"), QUALITY DISTRIBUTION LLC, a Delaware limited
liability company (the "U.S. Borrower"), LEVY TRANSPORT LTD./LEVY TRANSPORT
LTEE, a Quebec company and a Wholly-Owned Subsidiary of Holdings (the "Canadian
Borrower"), the various Subsidiaries of Holdings party to the U.S. Subsidiaries
Guaranty referred to below (collectively, the "U.S. Subsidiary Guarantors"),
various Banks party to the Credit Agreement referred to below and CREDIT SUISSE
FIRST BOSTON, as Administrative Agent (in such capacity, the "Administrative
Agent") under the Credit Agreement. All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Holdings, the Canadian Borrower, the Banks, Lasalle
Bank National Association, The Bank of Nova Scotia, PB Capital Corp. (f/k/a
BHF-Bank Aktiengesellschaft), Bank Austria Creditanstalt Corporate Finance, Inc.
(f/k/a Creditanstalt Corporate Finance, Inc.) and Royal Bank of Canada, as
Co-Agents, Salomon Brothers Holding Company, Inc., as Documentation Agent,
Bankers Trust Company, as Syndication Agent, and the Administrative Agent are
parties to a Credit Agreement, dated as of June 9, 1998 and amended and restated
as of August 28, 1998 (as so amended and restated and as the same has been
further amended, modified and/or supplemented through but not including the date
hereof, the "Credit Agreement");
WHEREAS, the U.S. Subsidiary Guarantors and the Administrative
Agent are parties to a Subsidiaries Guaranty, dated as of June 9, 1998 and
amended and restated as of August 28, 1998 (as so amended and restated, the
"U.S. Subsidiaries Guaranty"); and
WHEREAS, subject to the terms and conditions of this
Amendment, the parties hereto wish to amend or otherwise modify certain
provisions of the Credit Agreement, and the U.S. Subsidiary Guarantors wish to
make certain acknowledgements with respect to the Credit Agreement, in each case
as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendment to Credit Agreement.
1. The definition of "Consolidated Senior Debt"
appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting
the text "issued pursuant to Section 9.13(c)" appearing in clause (y)(vii) of
said definition in its entirety.
2. The Banks hereby agree that upon the occurrence of
the Sixth Amendment Effective Date (as defined below) this Amendment shall be
deemed to have retroactive effect from and after the Fifth Amendment Effective
Date.
II. Acknowledgments and Agreements by U.S. Subsidiary Guarantors.
Each U.S. Subsidiary Guarantor hereby consents to the entering
into of this Amendment.
III. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this
Amendment, each of Holdings, the U.S. Borrower and the Canadian Borrower hereby
represents and warrants that:
(a) no Default or Event of Default exists as of the Sixth
Amendment Effective Date, immediately after giving effect to this
Amendment; and
(b) all of the representations and warranties contained
in the Credit Agreement or the other Credit Documents are true and
correct in all material respects on the Sixth Amendment Effective Date
both immediately before and after giving effect to this Amendment, with
the same effect as though such representations and warranties had been
made on and as of the Sixth Amendment Effective Date (it being
understood that any representation or warranty made as of a specific
date shall be true and correct in all material respects as of such
specific date).
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the U.S. Borrower and the Administrative
Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date
(the "Sixth Amendment Effective Date") when Holdings, the U.S. Borrower, the
Canadian Borrower, each U.S. Subsidiary Guarantor, the Administrative Agent and
the Banks constituting the Required Banks shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent at its
Notice Office (it being understood, however, this Amendment shall be deemed to
have retroactive effect from and after the Fifth Amendment Effective Date as
contemplated by Section 2 of Part I of this Amendment).
6. From and after the Sixth Amendment Effective Date,
all references in the Credit Agreement and each of the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
-2-
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
QUALITY DISTRIBUTION INC. (f/k/a MTL,
Inc.)
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO
QUALITY DISTRIBUTION LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO
LEVY TRANSPORT LTD./LEVY
TRANSPORT LTEE
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: PRESIDENT
CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative Agent
By: ________________________________________
Name:
Title:
By: ________________________________________
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
QUALITY DISTRIBUTION INC. (f/k/a MTL,
Inc.)
By: ________________________________________
Name:
Title:
QUALITY DISTRIBUTION LLC
By: ________________________________________
Name:
Title:
LEVY TRANSPORT LTD./LEVY
TRANSPORT LTEE
By: ________________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative Agent
By: /s/ Xxxxxx Xxxx
----------------------------------------
Name: XXXXXX XXXX
Title: DIRECTOR
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: XXXXXX X. XXXXX
Title: ASSOCIATE
DEUTSCHE BANK TRUST COMPANY
AMERICAS (f.k.a. Bankers Trust
Company),
Individually and as Syndication Agent
By: /s/ Xxxxxxxxxx Xxxxxx
----------------------------------------
Name: XXXXXXXXXX XXXXXX
Title: VICE PRESIDENT
CITICORP USA, INC.
By:_________________________________________
Name:
Title:
LASALLE BANK NATIONAL
ASSOCIATION
By:_________________________________________
Name:
Title:
By:_________________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_________________________________________
Name:
Title:
PB CAPITAL CORP(f/k/a BHF-BANK
AKTIENGESELISCHAFT)
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
/s/ [ILLEGIBLE]
By:----------------------------------------
Name: [ILLEGIBLE]
Title: MANAGING DIRECTOR
PORTFOLIO MANAGEMENT
BANKERS TRUST COMPANY,(1)
Individually and as Syndication Agent
By:________________________________________
Name:
Title:
CITICORP USA, INC.
By:________________________________________
Name:
Title:
LASALLE BANK NATIONAL
ASSOCIATION
By:________________________________________
Name:
Title:
By:________________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR & Office Head
-------------
(1) Composition of the bank group to be confirmed.
AIMCO CDO SERIES 2000-A,AS A
LENDER
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name : XXXXX X. XXXXXXX
Title : Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Name : XXXXXXXX X. XXXXXX
Title : Authorized Signatory
ALLSTATE LIFE INSURANCE
COMPANY,AS A LENDER
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name : XXXXX X. XXXXXXX
Title : Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Name : XXXXXXXX X. XXXXXX
Title : Authorized Signatory
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: XXXXX XXXXXX
Title: SENIOR MANAGER
COMERICA BANK, N.A.
By: ________________________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: ________________________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
BANK POLSKA KASA OPIEKI S.A. -
PEKAO
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: ________________________________________
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By: ________________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: ________________________________________
Name:
Title:
SANKATY ADVISORS
By: ________________________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT OFFICER
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT OFFICER
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC,
as Asset Manager
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT OFFICER
ARCHIMEDES FUNDING, LLC.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT OFFICER
By: ______________________________
Name:
Title:
ARCHIMEDES FUNDING III, L.L.C.
By: ______________________________
Name:
Title:
TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
APEX (IDM) CDO I LTD.
By: ______________________________
Name:
Title:
XXXXX POINT CBO 1999-1 LTD.
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
XXX CAPITAL FUNDING LP
By: _______________________________
Name:
Title:
PAMCO CAYMAN LTD.
By: _______________________________
Name:
Title:
SANKATY HIGH YIELD PARTNERS II, LP
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
SANKATY HIGH YIELD PARTNERS III, LP
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
XXXXX CLO 2000-1
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
SANKATY ADVISORS, INC., AS COLLATERAL
MANAGER FOR XXXXX POINT CBO
1999-1 LTD., AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
SANKATY ADVISORS, LLC, AS COLLATERAL
MANAGER FOR XXXXX POINT II CBO
2000-1 LTD. AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
ELC(CAYMAN) 1999-III
By: _________________________________
Name:
Title:
ELC(CAYMAN) LTD. 2000-I
By: _________________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING III
By: _________________________________
Name:
Title:
ML CBO IV (CAYMAN), LTD.
By: _________________________________
Name:
Title:
ELC(CAYMAN) LTD., CDO SERIES 1999-II
By: _________________________________
Name:
Title:
SANKARY ADVISORS, LLC AS COLLATERAL
MANAGER FOR GRANT POINT CLO 1999-I
LTD., AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
AVALON CAPITAL II
BY: _________________________________
Name:
Title:
ARCHIMEDES FUNDING III, L.L.C.
By: _________________________________
Name:
Title:
TEXTRON FINANCIAL CORPORATION
By: _________________________________
Name:
Title:
APEX (IDM) CDO I LTD.
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: _________________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A.-PEKAO
By: _________________________________
Name:
Title:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: _________________________________
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By: _________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: ___________________________________
Name:
Title:
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
XXX CAPITAL FUNDING LP
By: _________________________________
Name:
Title:
PAMCO CAYMAN LTD.
By: _________________________________
Name:
Title:
SANKATY HIGH YIELD PARTNERS II, LP
By: _________________________________
Name:
Title:
SANKATY HIGH YIELD PARTNERS III, LP
By: _________________________________
Name:
Title:
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: XXXXX XXXXXX
Title: MANAGING DIRECTOR
KZH ING-2 LLC
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title:Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title:Authorized Agent
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO I
By: _________________________________
Name:
Title:
TRANSAMERICA LIFE & ANNUITY
COMPANY
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: VIce President
XXXXX POINT II CBO 2000-1 LTD.
By: ________________________________________
Name:
Title:
ELC (CAYMAN) 1999-III
By: ________________________________________
Name:
Title:
ELC (CAYMAN) LTD. 2000-I
By: ________________________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING III
By: ________________________________________
Name:
Title:
ML CBO IV (CAYMAN), LTD.
BY: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
XXX CAPITAL FUNDING LP
BY: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
PAMCO CAYMAN LTD.
BY: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
SANKATY HIGH YIELD PARTNERS II, LP.
By: ________________________________________
Name:
Title:
SANKATY HIGH YIELD PARTNERS III, LP.
By: ________________________________________
Name:
Title:
XXXXX CLO 2000-1
By: ________________________________________
Name:
Title:
Each of the undersigned, each being an Assignor under the U.S.
Security Agreement, a Pledgor under, and as defined in, the U.S. Pledge
Agreement and a U.S. Subsidiary Guarantor under, and as defined in, the Credit
Agreement referenced in the foregoing Sixth Amendment, hereby consents to the
entering into of the Sixth Amendment and agrees to the provisions thereof.
AMERICAN TRANSINSURANCE GROUP, INC.
CAPACITY MANAGEMENT SYSTEMS, INC.
CHEMICAL XXXXXX CORPORATION
CHEMICAL XXXXXX TANK LINES, INC.
CHEMICAL PROPERTIES, INC.
CLM, INC.
CLT SERVICES, INC.
ENVIROPOWER, INC.
FLEET TRANSPORT COMPANY, INC.
LAKESHORE LEASING, INC.
LLI, INC.
MEXICO INVESTMENTS, INC.
XXXXXXXXX WAY FUNDING CORP.
POWER PURCHASING, INC.
QUALITY CARRIERS, INC.
QUALITY DISTRIBUTION LLC
QSI SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO
TRANSPLASTICS, INC.
QUALA SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
CLTL OF NEVADA
MTL OF NEVADA
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title:
