Exhibit 10.20
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of March 19, 2002 (this
"AMENDMENT"), to the Credit Agreement, dated as of November 19, 1999 (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among NORTH AMERICAN VAN LINES, INC., a Delaware corporation (the
"PARENT BORROWER"), the Foreign Subsidiary Borrowers (as defined in the Credit
Agreement) from time to time parties to the Credit Agreement, the several banks
and other financial institutions from time to time parties to the Credit
Agreement (the "LENDERS"), THE BANK OF NEW YORK, as documentation agent, BANC OF
AMERICA SECURITIES LLC, as syndication agent, and JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), a New York banking corporation, as
collateral agent and administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Parent Borrower; and
WHEREAS, the Parent Borrower has requested that the Lenders
agree to amend certain provisions of the Credit Agreement, upon the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
SECTION 2. AMENDMENT TO SUBSECTION 1.1 (DEFINED TERMS).
Subsection 1.1 of the Credit Agreement is hereby amended by inserting the
following new definitions in the appropriate alphabetical order:
"NAIT": National Association of Independent Truckers, Inc., a
Missouri corporation.
"NAIT BUSINESS": the business of NAIT and certain affiliated
Persons, consisting primarily of the marketing, processing and
administration of certain occupational accident, workers compensation
and medical insurance policies to and for van line drivers, motor
carriers and other Persons (including participants in NAIT's membership
programs) and providing certain affiliation services for the benefit of
participants in NAIT's membership programs.
SECTION 3. AMENDMENT TO SUBSECTION 8.10 (LIMITATIONS ON
CERTAIN ACQUISITIONS). Subsection 8.10 of the Credit Agreement is hereby amended
by (i) deleting the word "or" at the end of paragraph (c) thereof, (ii)
inserting the word "or" at the end of paragraph (d) thereof and (iii) inserting
the following new paragraph (e) immediately after paragraph (d) thereof:
(e) such acquisition is an acquisition of the NAIT Business;
PROVIDED that (i) the portion of the purchase price for such
acquisition paid in cash shall not exceed $35,000,000 (excluding
post-closing purchase price adjustments) and (ii) the cash portion of
the purchase price for such acquisition shall be funded (A) with
available cash including a $10,500,000 dividend from TransGuard to the
Parent Borrower and (B) with not less than $20,000,000 of proceeds of
equity contributions to the Parent Borrower from CD&R Fund V and/or
investors arranged by CD&R.
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective as of the date first written above (the "AMENDMENT EFFECTIVE
DATE") upon the receipt by the Administrative Agent of (i) this Amendment,
executed by the Required Lenders and the Parent Borrower and (ii) the attached
Acknowledgment and Consent, executed by each Guarantor.
SECTION 5. REPRESENTATIONS AND WARRANTIES. In order to induce
the Administrative Agent and the Lenders to enter into this Amendment, the
Parent Borrower hereby represents and warrants to the Administrative Agent and
the Lenders that the representations and warranties made by the Parent Borrower
in Section 5 of the Credit Agreement are true and correct in all material
respects on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct in all material respects as
of such earlier date.
SECTION 6. PAYMENT OF EXPENSES. The Parent Borrower agrees to
pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
SECTION 7. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On
and after the Amendment Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. 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 any Lender or any Agent under any of the Loan
Documents. Except as expressly amended herein, all of the provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full force
and effect in accordance with the terms thereof and are hereby in all respects
ratified and confirmed.
SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. COUNTERPARTS. This Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Parent Borrower and the Administrative Agent.
SECTION 10. SUCCESSORS AND ASSIGNS. This Amendment shall be
binding upon and inure to the benefit of the Parent Borrower and its successors
and assigns, and upon the Administrative Agent and the Lenders and their
successors and assigns. The execution and delivery of this Amendment by any
Lender prior to the Amendment Effective Date shall be binding upon its
successors and assigns and shall be effective as to any loans or commitments
assigned to it after such execution and delivery.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
NORTH AMERICAN VAN LINES, INC.
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
JPMORGAN CHASE BANK, as Administrative
Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxxxx Xxxxxx
--------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
ARCHIMEDES FUNDING III, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxxxx Xxxxxx
--------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxxxx Xxxxxx
--------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
Bank of America
-----------------------------
Name of Lender
By: /s/ W. Xxxxxx Xxxxxxx
--------------------------
Name: W. Xxxxxx Xxxxxxx
Title: Managing Director
The Bank of New York
--------------------
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: XXXXXXX X. XXXXXXXX
Title: ASSISTANT VICE PRESIDENT
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
--------------------------------------
Name of Lender
By: /s/ Xxxx Xxxxxx
-------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
Bankers Trust Company
---------------------
Name of Lender
By: /s/ Xxxxxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxxxxx Xxxxxx
Title: Vice President
Carlyle High Yield Partners III, Ltd.
-------------------------------------
Name of Lender
By: /s/ Xxxxx Xxxx
-------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
Clydesdale CLO 2001-1, Ltd.
---------------------------
Name of Lender
By: Nomura Corporate Research and
Asset Management Inc. as Collateral
Manager
By: /s/ Xxxxxxxxx Xxxxxxx
-------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
COPERNICUS CDO EURO-I B.V.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxxxx Xxxxxx
-------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx
AUTHORIZED SIGNATORY
Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio
manager for DENALI CAPITAL CLO I,
LTD.
By: /s/ Xxxx Xxxxxxx
-------------------------
Name: Xxxx Xxxxxxx
Title: Chief Credit Officer
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an affiliate
By: /s/ Xxxx Xxxxxxx
-------------------------
Name: Xxxx Xxxxxxx
Title: Chief Credit Officer
Xxxxxx Financial Inc.
---------------------
Name of Lender
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxx
Title: Duty Authorized Signatory
Indosuez Capital Funding IV, L.P.,
By: RBC Leveraged Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
KZH ING-2 LLC. as a Lender
By: /s/ Xxxxx Xxxxxx-Xxxxxx
----------------------------
Name: XXXXX XXXXXX-XXXXXX
Title: AUTHORIZED AGENT
Longhorn CDO (Cayman) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx
AUTHORIZED SIGNATORY
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx
AUTHORIZED SIGNATORY
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx
AUTHORIZED SIGNATORY
National City Bank of Indiana
-----------------------------
Name of Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Nomura Bond & Loan Fund
--------------------------
Name of Lender
BY: UFJ TRUST COMPANY OF NEW YORK
AS TRUSTEE
BY: NOMURA CORPORATE RESEARCH AND
ASSET MANAGEMENT INC.
ATTORNEY IN FACT
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ Xxxxxx Xxxxxx
----------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
The Bank of Nova Scotia
--------------------------------
Name of Lender
By: /s/ X. Xxxx
----------------------------
Name: X. XXXX
Title: ASSISTANT AGENT
PPM SPYCLASS FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
----------------------------
Name: XXX X. XXXXXX
Title: AUTHORIZED AGENT
ORYX CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxxxx Xxxxxx
----------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT &
SENIOR CREDIT ANALYST
Textron Financial Corporation
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the Guarantee
and Collateral Agreement, dated as of November 19, 1999, made by the undersigned
corporations in favor of the Administrative Agent, for the benefit of the
Lenders, hereby (a) consents to the transactions contemplated by this Amendment
and (b) acknowledges and agrees that the guarantees (and grants of collateral
security therefor) contained in such Guarantee and Collateral Agreement are, and
shall remain, in full force and effect after giving effect to this Amendment.
SIRVA, INC. (formerly known as Allied
Worldwide, Inc.)
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
FLEET INSURANCE MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
FRONTRUNNER WORLDWIDE, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
GREAT FALLS NORTH AMERICAN, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
NACAL, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
NAVTRANS INTERNATIONAL FREIGHT
FORWARDING, INC.
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
NORTH AMERICAN DISTRIBUTION
SYSTEMS, INC. n/k/a FEDERAL TRAFFIC
SERVICE, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
NORTH AMERICAN LOGISTICS, LTD.
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
NORTH AMERICAN VAN LINES OF TEXAS,
INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
RELOCATION MANAGEMENT SYSTEMS,
INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
A RELOCATION SOLUTIONS MANAGEMENT
COMPANY
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIED FREIGHT FORWARDING, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIED VAN LINES, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIED INTERNATIONAL N.A., INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ALLIED VAN LINES TERMINAL COMPANY
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
VANGUARD INSURANCE AGENCY, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
