SECOND AMENDED AND RESTATED
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CREDIT AGREEMENT
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This Second Amended and Restated Credit Agreement (this "Agreement")
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is entered into as of March __, 2000, by and among ABC-NACO Inc., a Delaware
corporation (the "Company"), ABC-NACO de Mexico, S.A. de C.V., a Mexican
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corporation (the "Mexican Borrower"), Dominion Castings Limited, an Ontario
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corporation (the "Canadian Borrower" and, together with the Company and the
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Mexican Borrower, the "Borrowers"), each of the several financial institutions
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signatory hereto (collectively, the "Majority Lenders") and Bank of America,
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N.A. (f/k/a Bank of America National Trust and Savings Association) individually
and as agent (the "Agent") for the benefit of the Lenders under the Credit
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Agreement hereinafter referred to.
RECITALS
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A. The Borrowers, Bank of America Canada, as Canadian Revolving
Lender, the financial institutions from time to time party thereto and the Agent
and Letter of Credit Issuing Lender are parties to that certain credit agreement
dated as of February 19, 1999, as amended by that certain Amendment, Waiver and
Release Agreement dated as of October 12, 1999, as further amended by that
certain Amended and Restated Credit Agreement dated as of October 29, 1999 and
as further amended by that certain Amendment to Amended and Restated Credit
Agreement dated as of October 29, 1999 (the "Credit Agreement"). Unless
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otherwise specified herein, capitalized terms used in this Agreement shall have
the meanings ascribed to them by the Credit Agreement, as amended hereby.
B. The Borrowers, the Agent and the Majority Lenders have agreed
to further amend the Credit Agreement on terms and conditions herein set forth,
subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendments to Credit Agreement. Effective as of the Effective Date
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(defined below), the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is amended by deleting
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the table in the definition of "Applicable Margin" in its entirety and
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substituting in lieu thereof the following:
"Loans
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Offshore Base Commitment
Level Rate Rate Fee
----- --------- ----- -----------
I . . 1.50% 0.50% 0.40%
II. . 1.75% 0.75% 0.45%
III . 2.00% 1.00% 0.50%
IV. . 2.25% 1.25% 0.50%
V . . 2.50% 1.50% 0.50%
VI. . 2.75% 1.75% 0.55%
VII . 3.00% 2.00% 0.60%"
(b) Section 1.01 of the Credit Agreement is further amended by
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deleting the phrase "combined Commitments" located in the proviso of definition
of "L/C Commitment" and substituting in lieu thereof the phrase "Available
---------------
Commitment".
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(c) Section 1.01 of the Credit Agreement is further amended by
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deleting the proviso in the definition of "Interest Coverage Ratio" in its
entirety and substituting in lieu thereof the following:
"provided, that, with respect to periods ending prior to December 31,
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2000, Consolidated Interest Expense and EBITDA shall be calculated for the
immediately preceding twelve months."
(d) Section 1.01 of the Credit Agreement is further amended by
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deleting the proviso in the definition of "Leverage Ratio" in its entirety and
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substituting in lieu thereof the following:
"provided, that, with respect to periods ending prior to December 31,
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2000, EBITDA shall be calculated for the immediately preceding twelve months."
(e) Section 1.01 of the Credit Agreement is further amended by
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deleting the proviso in the definition of "Senior Leverage Ratio" in its
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entirety and substituting in lieu thereof the following:
"provided, that, with respect to periods ending prior to December 31,
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2000, EBITDA shall be calculated for the immediately preceding twelve months."
(f) Section 1.01 of the Credit Agreement is further amended by
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deleting the following existing definitions therein in their entirety and
substituting in lieu thereof the following:
""EBITDA" means, for any period, the Company's and its Subsidiaries'
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Net Income on a consolidated basis, determined in accordance with GAAP; plus, to
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the extent deducted in the computation of Net Income for such period, (a)
Consolidated Interest Expense, (b) income or franchise taxes paid or accrued and
(c) amortization and depreciation expense; provided, however, that Net Income
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shall be computed for these purposes without giving effect to (a) non-cash,
non-recurring extraordinary losses or special charges and (b) extraordinary or
special gains; and provided, further, that for periods ending on or prior to
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July 31, 1999, all extraordinary losses reported in fiscal year 1998 and up to
$15,000,000 of additional cash extraordinary items and special charges related
to the Merger may be excluded from such computation; and provided, further, that
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"EBITDA" shall be calculated after giving effect on the Pro Forma Basis to any
Acquisition or disposition of the Designated Non-Core Assets as if such
Acquisition or disposition occurred on the first day of the applicable period.
EBITDA for the Fiscal Quarters ended July 31, 1998, October 31, 1998 and January
31, 1999 shall be deemed to be that set forth on Schedule 1.1 hereto.
"Level" means, and includes, Xxxxx X, Xxxxx XX, Xxxxx XXX, Level IV,
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Level V, Level VI or Level VII whichever is in effect at the relevant time.
"Level I" shall exist at any time the Leverage Ratio is less than
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2.5:1.0.
"Level II" shall exist at any time the Leverage Ratio is less than
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3.0:1.0 but equal to or greater than 2.5:1.0.
"Level III" shall exist at any time the Leverage Ratio is less than
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3.5:1.0 but equal to or greater than 3.0:1.0.
"Level IV" shall exist at any time the Leverage Ratio is less than
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4.0:1.0 but greater than or equal to 3.5.0:1.0.
"Level V" shall exist at any time the Leverage Ratio is less than
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4.5:1.0 but greater than or equal to 4.0:1.0.
"Level VI" shall exist at any time the Leverage Ratio is less than
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5.0:1.0 but greater than or equal to 4.5:1.0.
"Level VII" shall exist at any time the Leverage Ratio is greater than
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or equal to 5.0:1.0."
(g) Section 1.01 of the Credit Agreement is further amended by
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inserting the following new definitions in their appropriate alphabetical:
""Available Commitment" as to any Lender, means such Lender's Commitment
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reduced by its Pro Rata Share of the Permitted Acquisition Reserve and as to all
Lenders, means the aggregate of such Lender's Commitment reduced by the
Permitted Acquisition Reserve.
Foundry Acquisition" means the acquisition of a North American foundry by
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the Company as determined by the Agent and the Majority Lenders.
"Net Proceeds" means (a) the sum of cash or readily marketable cash
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equivalents received (including by way of a cash generating sale or discounting
-
of a note or receivable, but excluding any other consideration received in the
form of assumption by the acquiring Person of debt or other obligations relating
to the properties or assets so disposed of or received in any other non-cash
form) therefrom, whether at the time of such disposition or subsequent thereto,
or (b) with respect to any sale or issuance of equity or debt securities of the
Company or any Subsidiary, cash or readily marketable cash equivalents received
(but excluding any other non-cash form) therefrom, whether at the time of such
disposition, sale or issuance or subsequent thereto, net, in either case, of all
legal, title and recording tax expenses, commissions and other fees and all
costs and expenses incurred and all federal, state, local and other taxes
required to be accrued as a liability as a consequence of such transactions.
"Permitted Acquisition Reserve" means, at any date, an amount equal to 50%
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of the aggregate Net Proceeds realized upon the sale or disposition of all or
any part of the Designed Non-Core Assets made by the Company or any of its
Subsidiaries less any amount utilized pursuant to the following sentence and
----
less any reductions required by the last sentence of this definition.
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The Permitted Acquisition Reserve may be utilized (and shall be deemed to
be reduced immediately prior to such utilization) by the Company for the cash
portion of the purchase price paid in connection with an Acquisition permitted
by Section 8.04 hereof as long as (a) use of the Permitted Acquisition Reserve
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for such Acquisition is approved by the Majority Lenders or (b) all of the
following conditions are satisfied:
(i) the Acquisition is consummated and such consideration is
paid on or before the 18th month anniversary of the date of receipt of Net
Proceeds which established such portion of the Permitted Acquisition Reserve to
be utilized (determined on a first-in, first-out basis) and
(ii) after giving affect of such Acquisition, the Company's
pro-forma Senior Leverage Ratio shall be no greater than the ratio required by
Section 8.14 at the time of consummation of such Acquisition less 0.25 and the
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Agent shall have received a certificate from a Responsible Officer certifying to
the foregoing and attaching a calculation satisfactory to the Agent
demonstrating the same. The Permitted Acquisition Reserve shall be reduced to
the extent utilized as permitted by the preceding sentence. The Permitted
Acquisition Reserve shall also be reduced on the 18th month anniversary of the
date of receipt of Net Proceeds which establish any portion of the Permitted
Acquisition Reserve to the extent such amount has not been utilized (determined
on a first-in, first out basis) pursuant to the second sentence of this
definition and the amount of such deduction shall be applied as a permanent
reduction of the Commitments pursuant to Section 2.10(c) hereof.
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"Pro Forma Basis" means, with respect to the preparation of pro forma
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financial statements for purposes of the tests set forth in the permitted
adjustment to EBITDA, a pro forma on the basis that (A) any Indebtedness
incurred or assumed in connection with such Acquisition, or reduced or
eliminated in connection with such sale or disposition, was incurred, assumed,
reduced or eliminated on the first day of the applicable period, (B) if such
Indebtedness bears a floating interest rate, such interest shall be paid over
the pro forma period at the rate in effect on the date of such Acquisition or
sale or disposition, as the case may be (C) all income and expense associated
with the assets or entity acquired in connection with such Acquisition, or sold
or disposed of in connection with such disposition, for the most recently ended
four fiscal quarter period for which such income and expense amounts are
available shall be treated as being earned or incurred by the Company over the
applicable period on a pro forma basis and (D) without giving effect to any cost
savings.
"Scheduled Commitment Reduction" has the meaning specified in Section
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2.10(b)."
--
(h) Section 2.01 of the Credit Agreement is amended by (A) adding
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the following phrase after the term "Commitment" appearing in the second
parenthetical of the first sentence therein "as may be reduced pursuant to the
terms hereof" and (B) (i) deleting the phrase "combined Commitments" appearing
in the first proviso to the first sentence therein, (ii) deleting the term
"Commitment" appearing in the first proviso to the first sentence therein and
(iii) deleting the term "Commitment" appearing in the last sentence thereof, and
substituting in each place in lieu thereof, the phrase "combined Available
Commitments or Available Commitment, respectively".
(i) Sections 2.05, 2.06, 2.08, 2.09 and 3.01 of the Credit
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Agreement are amended by deleting term "Commitment" wherever such term appears
in such Sections and substituting in lieu thereof the phrase "Available
Commitment"; provided, however, that wheresoever such term shall appear in such
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Sections as "Swing Line Commitment" or "L/C Commitment" no such substitution
therefor shall be made.
(j) Section 2.09 of the Credit Agreement is amended by inserting
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after clause (d) thereof the following new clause (e):
"(e) On the Business Day of receipt of the proceeds from the sale or
disposition of any Designated Non-Core Assets, the Company shall prepay the
Revolving Loans in an amount equal to 35% of the Net Proceeds realized upon such
sale or disposition made by the Company or any of its Subsidiaries in any fiscal
year and such amount prepaid shall permanently reduce the Commitments of the
Revolving Lenders. Any reduction of the Commitments shall be applied to each
Revolving Lender according to its Pro Rata Share; provided, however, that
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amounts prepaid pursuant to this Section 2.09(e) prior to January 1, 2001 shall
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be applied first to reduce the January 1, 2001 Scheduled Commitment Reduction
and second to reduce the June 30, 2001 Scheduled Commitment Reduction. Once
reduced in accordance with this Section the Commitments may not be increased.
The Company shall use its best efforts to notify the Agent and each Revolving
Lender of the amount of any required prepayment as soon as practicable and in no
event later than ten (10) Business Days before it is made."
(k) Section 2.10 of the Credit Agreement is amended by deleting
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the heading "Repayment" and inserting in lieu thereof the following "Repayment
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and Commitment Reductions" and is further amended by inserting an "(a)" before
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the word "the" appearing at the beginning of the first sentence thereof and
inserting after clause (a) thereof the following new clauses (b), (c) and (d):
"(b) Notwithstanding anything to the contrary herein and independent of
any other obligation to make any reduction of the Commitments, the aggregate
Commitments shall be permanently reduced on the following dates by the amounts
set forth opposite such date, as such amounts may be reduced pursuant to Section
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2.09(e) (each, a "Scheduled Commitment Reduction").
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Aggregate Scheduled
Date. . Commitment Reduction
------- ---------------------
1/1/01. $ 10,000,000
6/30/01 $ 5,000,000
1/1/02. $ 10,000,000
6/30/02 $ 5,000,000
1/1/03. $ 15,000,000
(c) The aggregate Commitments shall be permanently reduced by any
decrease in the Permitted Acquisition Reserve required by the last sentence of
the definition of Permitted Acquisition Reserve.
(d) Each reduction of the Commitments pursuant to clauses (b) and (c)
above shall be applied to each Lender in accordance with its Pro Rata Share and
the Commitments once reduced may not be increased."
(l) Section 8.02 of the Credit Agreement is amended by (i)
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deleting the word "and" appearing at the end of clause (b) thereof, (ii)
deleting the period appearing at the end of clause (c) thereof and inserting ";
and" in place thereof and (iii) inserting after clause (c) thereof the following
new clause (d):
"(d) dispositions of equipment, inventory, assets and property by the
Company or any of its Subsidiaries constituting all or any part of the
Designated Non-Core Assets; provided, that, the Company shall comply with the
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provision of Section 2.09(e) in connection with such sale or disposition."
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(m) Section 8.04 of the Credit Agreement is amended by inserting
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the following after the word "exceeds" in clause (ii) of paragraph (f) therein:
"(x) if the Company's Senior Leverage Ratio as of the preceding fiscal
quarter is greater than or equal to 2.75:1.0, $5,000,000 for any single
Acquisition or, as long as the aggregate consideration for such Acquisitions
during the Term of this Agreement, after giving effect to the proposed
Acquisition, would not exceed $20,000,000 (other than consideration of the
Foundry Acquisition) or (y) if the Company's Senior Leverage Ratio as of the
preceding fiscal quarter is less than 2.75:1.0,"
(n) Section 8.04 of the Credit Agreement is further amended by (i)
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deleting the word "and" appearing at the end of clause (f) thereof, (ii)
deleting the period appearing at the end of clause (g) thereof and inserting ";
and" in place thereof and (iii) inserting after clause (g) thereof the following
new clause (h):
"(h) the Foundry Acquisition; provided, that, the aggregate purchase
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price therefor shall not exceed $13,000,000 and provided, further, that the cash
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consideration, together with the assumption of debt, portion of such aggregate
purchase price shall not exceed $3,000,000."
(o) Effective as of December 30, 1999, Section 8.14 of the Credit
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Agreement is amended by deleting the table therein in its entirety and
substituting in lieu thereof the following:
"Period. Ratio
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From and including the last day of the
fiscal quarter ended in December, 1999
to but excluding the last day of the
fiscal quarter ended in March, 2000 5.50:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2000 to but excluding the last
day of the fiscal quarter ended in June,
2000 6.00:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in June,
2000 to but excluding the last day of
the fiscal quarter ended in September,
2000 5.80:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
September, 2000 to but excluding the
last day of the fiscal quarter ended in
December, 2000 5.50:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
December, 2000 to but excluding the
last day of the fiscal quarter ended in
March, 2001. 5.00:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2001 to but excluding the last
day of the fiscal quarter ended in June,
2001 4.75:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in June
2001 to but excluding the last day of
the fiscal quarter ended in September,
2001 4.50:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
September, 2001 to but excluding the
last day of the fiscal quarter ended in
December, 2001 . . . . . . . . . . . . . 4.25:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
December, 2001 to but excluding the
last day of the fiscal quarter ended in
March 2002 4.00:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2002 to but excluding the last
day of the fiscal quarter ended in June,
2002 3.75:1.0
Thereafter, from and including the last
day of the fiscal quarter ended in June,
2002 to but excluding the last day of
the fiscal quarter ended in September,
2002 3.50:1.0
Thereafter 3.25:1.0"
(p) Effective as of December 30, 1999, Section 8.15 of the Credit
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Agreement is amended by deleting the table therein in its entirety and
substituting in lieu thereof the following:
Period . . . . . . . . . . . . . . . . . . . Ratio
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From and including the last day of the
fiscal quarter ended in December, 1999 to
but excluding the last day of the fiscal
quarter ended in March, 2000 . . . . . . . . 4.00:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in March, 2000
to but excluding the last day of the fiscal
quarter ended in June, 2000. . . . . . . . . 4.50:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in June, 2000 to
but excluding the last day of the fiscal
quarter ended in September, 2000 . . . . . . 4.30:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in September,
2000 to but excluding the last day of the
fiscal quarter ended in December, 2000 . . . 4.00:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in December,
2000 to but excluding the last day of the
fiscal quarter ended in March, 2001. . . . . 3.50:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in March, 2001
to but excluding the last day of the fiscal
quarter ended in June, 2001. . . . . . . . . 3.25:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in June 2001 to
but excluding the last day of the fiscal
quarter ended in September, 2001 . . . . . . 3.00:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in September,
2001 to but excluding the last day of the
fiscal quarter ended in December, 2001 . . . 2.75:1.0
Thereafter . . . . . . . . . . . . . . . . . 2.50:1.0"
(q) Effective as of December 30, 1999, Section 8.16 of the Credit
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Agreement is amended by deleting the table therein in its entirety and
substituting in lieu thereof the following:
"Period . . . . . . . . . . . . . . . . . . . Ratio
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From and including the last day of the
fiscal quarter ended in December, 1999 to
but excluding the last day of the fiscal
quarter ended in March, 2000. . . . . . . . . 2.25:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in March, 2000
to but excluding the last day of the fiscal
quarter ended in June, 2000 . . . . . . . . . 2.00:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in June, 2000 to
but excluding the last day of the fiscal
quarter ended in September, 2000. . . . . . . 1.95:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in September,
2000 to but excluding the last day of the
fiscal quarter ended in December, 2000. . . . 2.20:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in December,
2000 to but excluding the last day of the
fiscal quarter ended in March, 2001 . . . . . 2.50:1.0
Thereafter, from and including the last day
of the fiscal quarter ended in March, 2001
to but excluding the last day of the fiscal
quarter ended in June, 2001 . . . . . . . . . 2.75:1.0
Thereafter. . . . . . . . . . . . . . . . . . 3.00:1.0"
(r) The Credit Agreement is amended by inserting the following new
Section8.19:
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" 8.19 EBITDA. As of the end of any fiscal quarter, the Company shall
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not permit its EBITDA for the immediately preceding twelve month period to be
less than $44,000,000; plus or minus, as the case may be, any adjustment to
EBITDA pursuant to the last proviso of the definition of EBITDA for such
period."
2. Other Agreements.
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(a) Field Audit. In accordance with Section 7.10 of the Credit
------------ ------------
Agreement, within 30 days after the date hereof, the Company, at its expense,
shall cooperate with the Agent and its representatives to complete a field audit
of the Company and its Subsidiaries and the results of the field audit shall be
shared with each of the Lenders.
(b) Assignment of Operating Accounts. Within 30 days after the
-----------------------------------
date hereof, the Company shall have assigned to the Collateral Agent, on behalf
of the Lenders, any and all balances, credits, deposits (general or special,
time or demand, provisional or final), accounts, including without limitation,
all operating accounts, or monies of or in the name of the Company and the
Collateral Agent shall have received acknowledgements of its perfected interest
therein from all such account holders as it deems necessary.
3. Representations and Warranties of the Borrowers. The Borrowers
----------------------------------------------------
represent and warrant that:
(a) The execution, delivery and performance by each of the
Borrowers of this Agreement have been duly authorized by all necessary corporate
action and that this Agreement is a legal, valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its terms, except
as the enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally;
(b) Each of the representations and warranties contained in the
Credit Agreement is true and correct in all material respects on and as of the
date hereof as if made on the date hereof, except to the extent that any such
representation or warranty relates to an earlier date, in which case such
representation or warranty shall be true and correct in all material respects as
of such earlier date; and
(c) After giving effect to this Agreement, no Default or Event of
Default has occurred and is continuing.
4. Conditions to Effectiveness of Agreement. This Agreement shall
--------------------------------------------
become effective on the date (the "Effective Date") each of the following
---------------
conditions precedent is satisfied:
(a) Execution and Delivery. The Borrowers, the Agent and the
------------------------
Majority Lenders shall have executed and delivered this Agreement.
(b) No Defaults. After giving effect to this Agreement, no
------------
Default or Event of Default under the Credit Agreement shall have occurred and
be continuing.
(c) Representations and Warranties. After giving effect to the
--------------------------------
amendments contemplated by this Agreement, the representations and warranties of
the Borrowers contained in this Agreement, the Credit Agreement and the other
Loan Documents shall be true and correct in all respects as of the Effective
Date, with the same effect as though made on such date, except to the extent
that any such representation or warranty relates to an earlier date, in which
case such representation or warranty shall be true and correct in all material
respects as of such earlier date.
(d) Reaffirmation of Guaranty. The Agent shall have received a
---------------------------
Reaffirmation of Guaranty dated as of the Effective Date in the form of Exhibit
-------
A-1 and Exhibit A-2 attached hereto duly executed by each Guarantor.
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(e) Equity Investment. Prior to or concurrently with the
------------------
execution of this Agreement, the Company shall have received not less than
$15,000,000 in Net Proceeds (as defined in the Credit Agreement, as amended
hereby) from the issuance of the Company's capital stock on terms and conditions
satisfactory to the Agent and the Majority Lenders.
(f) Legal Opinion. The Company shall agree to deliver an opinion
--------------
addressed to the Agent, the Collateral Agent and the Lenders of Xxxx X. Xxxxxx,
in form and substance satisfactory to the Agent.
(g) Payment of Expenses and Fees. The Company shall have paid all
----------------------------
of the fees and expenses of (i) Winston & Xxxxxx, counsel to the Agent and (ii)
the Company shall have paid in full to the Agent for ratable distribution to
each Lender an amount equal to 0.1875% of the Commitment of such Lender.
5. Reference to and Effect Upon the Credit Agreement.
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(a) Upon the Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import and each reference to the Credit Agreement in each Loan Document shall
mean and be a reference to the Credit Agreement as amended and restated hereby
and the Credit Agreement is amended as set forth herein and is hereby restated
in its entirety to read as set forth in the Credit Agreement with the amendments
specified herein.
(b) Except as specifically amended above, all of the terms,
conditions and covenants of the Credit Agreement and the other Loan Documents
shall remain unaltered and in full force and effect and are hereby ratified and
confirmed in all respects.
(c) The execution, delivery and effectiveness of this Agreement
shall not operate as a waiver of any right, power or remedy of the Agent or any
Lender under the Credit Agreement or any other Loan Document, nor constitute a
waiver of any provision of the Credit Agreement or any Loan Document, except as
specifically set forth herein.
6. Costs and Expenses. The Company hereby affirms its obligation under
-------------------
Section 11.04 of the Credit Agreement to reimburse the Agent for all reasonable
--------------
costs, internal charges and out-of-pocket expenses paid or incurred by the Agent
in connection with the preparation, negotiation, execution and delivery of this
Agreement, including but not limited to the attorneys' fees and time charges of
attorneys for the Agent with respect thereto. Furthermore, the Company hereby
affirms its obligation under Section 7.10 of the Credit Agreement to pay the
------------
expenses incurred in connection with the inspection of its property and books
and records under Section 2(a) of this Agreement.
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7. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
(signature pages follow)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the date above first written.
ABC-NACO INC.
By:
Name:
Title:
ABC-NACO de MEXICO S.A. de C.V.
By:
Name:
Title:
DOMINION CASTINGS LIMITED
By:
Name:
Title:
BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent
By:
Name:
Title:
BANK OF AMERICA, NATIONAL ASSOCIATION,
Individually as a Lender and as the Issuing Lender
By:
Name:
Title:
ABN AMRO BANK N.V., as a Lender
By:
Name:
Title:
By:
Name:
Title:
BANKBOSTON, N.A., as a Lender
By:
Name:
Title:
BANK ONE, NA (Main Office Chicago), as a Lender
By:
Name:
Title:
FIRSTAR BANK MILWAUKEE, N.A., as a Lender
By:
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK, as a Lender
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Lender
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
BANK OF AMERICA CANADA, as Canadian Revolving Lender
By:
Name:
Title:
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EXHIBIT A-1
REAFFIRMATION OF GUARANTY
-------------------------
Each of the undersigned acknowledges receipt of a copy of the Second
Amended and Restated Credit Agreement (the "Amendment") dated March __, 2000,
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consents to such Amendment and hereby reaffirms its obligations under that
certain Subsidiary Guaranty dated February 19, 1999 by the direct and indirect
subsidiaries of ABC-NACO Inc.
Dated as of March __, 2000.
NACO, INC.
By:
Name:
Title:
ABC RAIL BRAKESHOE HOLDINGS, INC.
By:
Name:
Title:
ABC RAIL FRENCH HOLDINGS, INC.
By:
Name:
Title:
ABC RAIL PRODUCTS CHINA INVESTMENT CORPORATION
By:
Name:
Title:
ABC RAIL SYSTEMS, INC.
By:
Name:
Title:
ABC RAIL (VIRGIN ISLANDS) CORPORATION
By:
Name:
Title:
TRANSIT & RAIL SYSTEMS, INC.
By:
Name:
Title:
NATIONAL CASTINGS, INC.
By:
Name:
Title:
NACO FLOW PRODUCTS, INC.
By:
Name:
Title:
NATIONAL ENGINEERED PRODUCTS COMPANY, INC.
By:
Name:
Title:
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EXHIBIT A-2
REAFFIRMATION OF GUARANTY
-------------------------
Each of the undersigned acknowledges receipt of a copy of the Second
Amended and Restated Credit Agreement (the "Amendment") dated March __, 2000,
---------
consents to such Amendment and hereby reaffirms its obligations under that
certain Mexican Subsidiary Guaranty dated February 19, 1999, as amended by that
certain Amendment of Mexican Subsidiary Guaranty dated as of October 12, 1999.
Dated as of March __, 2000.
ABC-NACO DE MEXICO, S.A. DE C.V.
By:
Name:
Title:
ABC-NACO SERVICIOS FERROVIARIOS, S.A. DE C.V.
By:
Name:
Title:
COMMERCIALIZADORA NATIONAL CASTINGS, S.A. DE C.V.
By:
Name:
Title:
