EXHIBIT 10.2
AMENDMENT NO. 3 TO LOAN AGREEMENT
AMENDMENT NO. 3 TO LOAN AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT,
dated as of April 8, 1998 (the "Amendment") by and between ABC RAIL PRODUCTS
CORPORATION, a Delaware corporation (the "Borrower") and CREDITANSTALT CORPORATE
FINANCE, INC., a Delaware corporation ("CCF").
WITNESSETH:
WHEREAS, the Borrower and CCF have heretofore entered into a Loan and
Letter of Credit Reimbursement Agreement, dated July 20, 1995, (as amended by
amendments dated as of September 29, 1995 and September 30, 1996 and as
hereafter amended, modified or supplemented, the "Credit Agreement"); and
WHEREAS, the Borrower and CCF desire to amend the Credit Agreement as
hereinafter set forth:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. As used herein, all terms which are defined in the
Credit Agreement shall have the same meanings herein.
2. Amendment of Section 6.9. Section 6.9 of the Credit Agreement is
hereby amended by substituting the ratio "2.5:1.0" for the ratio "4.5:1.0"
listed for the Minimum Total Interest Coverage Ratio set forth in the schedule
for the period August 1, 1997 and thereafter.
3. Representations. The Borrower hereby represents and warrants to
CCF that, as of the execution and delivery hereof and after giving effect to the
Amendment:
(a) There exists no Default or Event of Default;
(b) All representations and warranties contained in the Credit
Agreement (as amended by this Amendment) and in the other
Financing Documents are true and correct in all material
respects with the same effect as if those such
representations and warranties had been made on and as of
such date; and
(c) the execution, delivery and performance by the Borrower of
each Financing Document and the consummation of the
transactions contemplated thereby, are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) the Borrower's
certificate of incorporation or by-laws or (ii) any law,
rule, regulation
(including, without limitation, Regulations U and X of the
Board of Governors of the Federal Reserve System), order,
writ, judgment, injunction, decree, determination or award
or any contractual restriction binding on or affecting the
Borrower or any of its properties and do not result in or
require the creation of any lien, security interest or other
charge or encumbrance (other than pursuant hereto) upon or
with respect to any of its properties.
4. Conditions. This Amendment shall become effective upon the date
(the "Effective Date") when:
(a) this Amendment shall have been executed by CCF and the
Borrower and CCF shall have received evidence satisfactory
to it of such execution;
(b) the Borrower shall have paid to CCF in immediately available
funds all amounts that shall be due in reimbursement of the
costs and out-of-pocket expenses of CCF (including, without
limitation, legal fees and expenses incurred and estimated
to be incurred prior to the Effective Date in connection
with the negotiation, preparation, execution and delivery of
this Amendment); and
(c) CCF shall have received a certificate executed by the
Chairman, the President, Chief Financial Officer or
Treasurer of the Borrower dated the Effective Date
certifying that the representations set forth in subsection
3 are true and correct and that the Borrower shall have
complied and shall then be in compliance with all of the
terms, covenants and conditions of the Credit Agreement; and
5. Full Force and Effect. Except to the extent hereby amended, the
Credit Agreement and each of the Financing Documents remain in full force and
effect and are hereby ratified and affirmed.
6. Expenses. The Borrower agrees that its obligations set forth in
Section 9.1 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment.
7. Limited Waiver; References to Credit Agreement. This Amendment
shall be limited precisely as written and shall not be deemed (a) to be a
consent granted pursuant to, or a waiver or modification of, any other term or
condition of the Credit Agreement or any of the instruments or agreements
referred to therein. Whenever the Credit Agreement is referred to in the Credit
Agreement or any of the instruments, agreements or other documents or papers
executed or delivered in connection therewith, such reference shall be deemed to
mean the Credit Agreement as modified by this Amendment.
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8. Counterparts. This Amendment may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and which taken together shall constitute but one and the same
instrument.
9. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and the year first above written.
ABC RAIL PRODUCTS CORPORATION
/s/ XXXXXXX X. SELF
By:_____________________________________
Title: CORPORATE TREASURER
CREDITANSTALT CORPORATE FINANCE, INC.
/s/ M. XXX XXXXX
By:_____________________________________
Title: VICE PRESIDENT
/s/ X.X. XXXXXXX
By:_____________________________________
Title: VICE PRESIDENT
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