EXHIBIT 10.18.2
SECOND AMENDMENT TO TERM CREDIT AGREEMENT
This Second Amendment to Term Credit Agreement (this "Second Amendment") is
executed effective as of February 8, 2002 (the "Effective Date"), by and among
Trinity Industries, Inc., a Delaware corporation (the "Borrower"), JPMorgan
Chase Bank, successor by merger to The Chase Manhattan Bank, as the
Administrative Agent (the "Administrative Agent"), and the financial
institutions parties hereto as Lenders (individually a "Lender" and collectively
the "Lenders").
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties
to that certain Term Credit Agreement dated as of October 15, 2001, as amended
by that certain First Amendment to Term Credit Agreement dated as of December
10, 2001 (as amended, the "Credit Agreement") (unless otherwise defined herein,
all terms used herein with their initial letter capitalized shall have the
meaning given such terms in the Credit Agreement); and
WHEREAS, pursuant to the Credit Agreement, the Lenders have made a term
loan to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders amend certain terms of
the Credit Agreement in certain respects; and
WHEREAS, subject to the terms and conditions herein contained, the Lenders
have agreed to the Borrower's request.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
Borrower, the Administrative Agent and each Lender hereby agree as follows:
Section 1. AMENDMENTS. In reliance on the representations, warranties,
covenants and agreements contained in this Second Amendment, and subject to the
terms and conditions contained herein, the Credit Agreement is hereby amended
effective as of the Effective Date, in the manner provided in this Section 1.
1.1 ADDITIONAL DEFINITION. Section 1.01 of the Credit Agreement is
amended to add thereto in alphabetical order the definition of "Second
Amendment" which shall read in full as follows:
"Second Amendment" means that certain Second Amendment to Term Credit
Agreement dated as of February 8, 2002, among the Borrower, the Administrative
Agent and the Lenders.
1.2 AMENDMENT TO DEFINITION. The definition of "Loan Documents" set
forth in Section 1.01 of the Credit Agreement is amended to read in full as
follows:
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"Loan Documents" means this Agreement, the First Amendment, the Second
Amendment, the Notes, the Subsidiary Guaranties, the Security Instruments, the
Intercreditor Agreement, any Interest Election Request, any Assignment and
Acceptance, the Fee Letter, and all other agreements (including Hedging
Agreements) relating to this Agreement entered into from time to time between or
among the Borrower (or any or all of its Subsidiaries) and the Administrative
Agent or any Lender (or, with respect to the Hedging Agreements, any Affiliates
of any Lender), and any document delivered by the Borrower or any of its
Subsidiaries in connection with the foregoing.
1.3 AMENDMENT TO COLLATERAL PROVISIONS. Section 5.09(b) of the Credit
Agreement is amended to read in full as follows:
"(b) [Intentionally Deleted]."
Section 2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. This Second
Amendment shall be effective automatically and without the necessity of any
further action by the Administrative Agent, the Borrower or any Lender when
counterparts hereof have been executed by the Administrative Agent, the Borrower
and the Required Lenders, and each of the following conditions to the
effectiveness hereof have been satisfied:
(a) the Administrative Agent shall have received such documents and
certificates as the Administrative Agent and its counsel may reasonably
request relating to the organization, existence and good standing of the
Borrower and each Subsidiary, the power and authority of the Borrower and
each Subsidiary (as applicable) to execute, deliver and perform this Second
Amendment and any other legal matters relating to the Borrower, any
Subsidiary or the Loan Documents, all in form and substance satisfactory to
the Administrative Agent and its counsel;
(b) the representations and warranties contained herein and in all
other Loan Documents, as amended hereby, shall be true and correct in all
material respects as of the Effective Date as if made on the Effective
Date, except for such representations and warranties limited by their terms
to a specific date;
(c) after giving effect to this Second Amendment, no Default or Event
of Default shall exist; and
(d) all proceedings taken in connection with the transactions
contemplated by this Second Amendment and all documentation and other legal
matters incident thereto shall be satisfactory to the Administrative Agent
and its counsel.
Section 3. LEGAL FEES. Upon execution of this Second Amendment by the
Required Lenders, the Borrower shall pay all reasonable fees and expenses of
counsel to the Administrative Agent incurred by the Administrative Agent in
connection with this Second Amendment and all related documents and
transactions.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. To induce the
Lenders and the Administrative Agent to enter into this Second Amendment, the
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders as follows:
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4.1 REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each
representation and warranty of the Borrower contained in the Credit Agreement
and the other Loan Documents is true and correct on the date hereof after giving
effect to the amendments set forth in Section 1 hereof.
4.2 DUE AUTHORIZATION, NO CONFLICTS. The execution, delivery and
performance by the Borrower of this Second Amendment are within the Borrower's
corporate powers, have been duly authorized by necessary action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not violate or constitute a default under any provision of
applicable law or any material agreement binding upon the Borrower or its
Subsidiaries, or result in the creation or imposition of any Lien upon any of
the assets of the Borrower or its Subsidiaries except for Permitted Encumbrances
(as defined in the Revolving Credit Agreement).
4.3 VALIDITY AND BINDING EFFECT. This Second Amendment constitutes the
valid and binding obligations of the Borrower enforceable in accordance with its
terms, except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor's rights generally, and (b) the
availability of equitable remedies may be limited by equitable principles of
general application.
4.4 NO DEFENSES. The Borrower has no defenses to payment, counterclaim
or rights of set-off with respect to the indebtedness, obligations and
liabilities of the Borrower under the Loan Documents existing on the date
hereof.
4.5 ABSENCE OF DEFAULTS. After giving effect to the amendments set
forth in Section 1 hereof, neither a Default nor an Event of Default has
occurred which is continuing.
Section 5. MISCELLANEOUS.
5.1 REAFFIRMATION OF LOAN DOCUMENTS. Any and all of the terms and
provisions of the Credit Agreement and the other Loan Documents shall, except as
amended and modified hereby, remain in full force and effect. The Borrower
hereby agrees that the amendments and modifications herein contained shall in no
manner adversely affect or impair the indebtedness, obligations and liabilities
of the Borrower under the Loan Documents.
5.2 PARTIES IN INTEREST. All of the terms and provisions of this Second
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
5.3 COUNTERPARTS. This Second Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however, no
party shall be bound by this Second Amendment until counterparts hereof have
been executed by the Borrower and the Required Lenders. Facsimiles shall be
effective as originals.
5.4 COMPLETE AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF
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PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
5.5 HEADINGS. The headings, captions and arrangements used in this
Second Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this Second Amendment,
nor affect the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed by their respective Authorized Officers as of the Effective
Date.
[Signature Pages Follow]
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SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
TRINITY INDUSTRIES, INC.
By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
JPMORGAN CHASE BANK (successor in
interest by merger to The Chase
Manhattan Bank), individually and as
Administrative Agent
By:
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Xxxx Xxxxxx,
Vice President
[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
THE BANK OF TOKYO - MITSUBISHI, LTD., as
a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
BANK ONE, NA, as a Lender
By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
SUNTRUST BANK, as a Lender
By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
BNP PARIBAS, as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
THE ROYAL BANK OF SCOTLAND plc, as a
Lender
By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.,
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
THE BANK OF NOVA SCOTIA, as a Lender
By:
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Name:
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Title:
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[Signature Page]
