EXHIBIT 4.1
AMENDMENT NO. 2
This Amendment No. 2 (this "Amendment"), dated as of June 30, 2000, is
among Transportation Components, Inc., d/b/a TransCom USA, a Delaware
corporation (the "Borrower"), the Lenders party to the Credit Agreement (defined
below) and Bank One, NA, as Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Amended and Restated Credit Agreement dated as of September 30, 1999, as
amended as of March 30, 2000 (as amended, the "Credit Agreement"), and the other
Loan Documents referred to therein; and
WHEREAS, the Borrower, the Lenders and the Agent desire to amend the
Credit Agreement in order to amend certain provisions thereof;
NOW, THEREFORE, in consideration of the premises and the undertakings set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT.
(a) The definition of "Termination Date" set forth in Article I of
the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
"TERMINATION DATE" means the earlier of (a) July 31, 2001, and
(b) the date of termination of the Aggregate Commitment pursuant to
SECTION 2.4 hereof or the Commitments pursuant to SECTION 9.1
hereof."
(b) Sections 2.3(B) and 2.4 of the Credit Agreement are hereby
amended and restated to read in their entirety as follows:
"(B) MANDATORY PREPAYMENTS.
"(i) AGGREGATE COMMITMENT EXCEEDED. If at any time and for any
reason the Revolving Credit Obligations are greater than the Aggregate
Commitment, the Borrower shall immediately make a mandatory prepayment of
the Obligations in an amount equal to such excess. In addition, if
Revolving Credit Availability is at any time less than the amount of
contingent L/C Obligations outstanding at any time, the Borrower shall
deposit cash collateral with the Agent in an amount equal to the amount by
which such L/C Obligations exceed such Revolving Credit Availability. All
of the mandatory prepayments made under this SECTION 2.3(B) shall be
applied first to Floating Rate Loans and to any Eurodollar Rate Loans
maturing on such date and then to subsequently maturing Eurodollar Rate
Loans in order of maturity.
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"(ii) ASSET DISPOSITIONS. Promptly following any Asset
Disposition, the Borrower shall prepay the Revolving Loans in an aggregate
amount equal to one hundred percent (100%) of the net cash proceeds
derived from such Asset Disposition, and the Aggregate Commitment shall be
automatically reduced, ratably among the Lenders, by the amount of such
prepayment. For purposes of this Section 2.3(b)(ii), the term "ASSET
DISPOSITION" shall mean the disposition of any or all of the assets
(including the capital stock of a Subsidiary) of the Borrower or any of
its Subsidiaries, whether by sale, lease, transfer or otherwise, but
excluding the sale, transfer, or other disposition of any inventory in the
ordinary course of business and on ordinary business terms.
"2.4 REDUCTION OF COMMITMENTS.
"(i) OPTIONAL REDUCTION OF COMMITMENTS. The Borrower may permanently
reduce the Aggregate Commitment in whole, or in part ratably among the
Lenders, in an aggregate minimum amount of $5,000,000 and integral
multiples of $5,000,000 in excess of that amount (unless the Aggregate
Commitment is reduced in whole), upon at least three (3) Business Days'
written notice to the Agent, which notice shall specify the amount of any
such reduction; PROVIDED, HOWEVER, that the amount of the Aggregate
Commitment may not be reduced below the aggregate principal amount of the
outstanding Revolving Credit Obligations.
"(ii) AUTOMATIC REDUCTION OF COMMITMENTS. The Aggregate Commitment
shall be permanently reduced, ratably among the Lenders, by the amount of
each prepayment required to be made in accordance with Section 2.3(B)(ii).
"(iii) PAYMENT OF COMMITMENT FEES. All accrued commitment fees shall
be payable on the effective date of any partial or complete termination of
the obligations of the Lenders to make Revolving Loans hereunder."
(c) SECTION 2.12(D)(II) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(ii) The Applicable Eurodollar Margin, Applicable Floating
Rate Margin and Applicable Commitment Fee Percentage shall be
determined by reference to the table set forth below for each
calendar quarter, commencing with the quarter ending on September
30, 2000.
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<TABLE>
<CAPTION>
======================== ===================== ================== =================== ===================== =====================
JULY 1, 2000, OCTOBER 1, 2000, JANUARY 1, 2001, APRIL 1, 2001, JULY 1, 2001,
THROUGH THROUGH THROUGH THROUGH THROUGH
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, TERMINATION
PERIOD 2000 2000 2001 2001 DATE
------------------------ --------------------- ------------------ ------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C>
Applicable Commitment
Fee Percentage 0.50% 0.50% 0.50% 0.50% 0.50%
------------------------ --------------------- ------------------ ------------------- --------------------- ---------------------
Applicable Eurodollar
Rate Margin and
Applicable L/C Fee
Percentage 3.50% 3.75% 4.00% 4.25% 4.50%
------------------------ --------------------- ------------------ ------------------- --------------------- ---------------------
Applicable Floating
Rate Margin 2.00% 2.25% 2.50% 2.75% 3.00%
------------------------ --------------------- ------------------ ------------------- --------------------- ---------------------
</TABLE>
(d) Subparagraph (ii) of Section 7.3(F) of the Credit Agreement is
hereby amended to read in its entirety as follows:
"(ii) [Intentionally Blank];"
(e) The period after subparagraph (h) of Section 7.3(G)(iii) shall
be changed to a semicolon, the word "and" shall be inserted thereafter and
a new subparagraph (i) shall be added to Section 7.3(G)(iii) after
paragraph (h), reading in its entirety as follows:
"(i) for each Acquisition made on or after July 1, 2000, the
written consent of all Lenders shall have been obtained."
(f) Sections 7.4(A), (B) and (D) of the Credit Agreement are hereby
amended to read in their entirety as follows:
"(A) FIXED CHARGE COVERAGE RATIO. The Borrower shall maintain a
ratio ("FIXED CHARGE COVERAGE RATIO") of (i) the sum of (a) EBITDA, MINUS
(b) depreciation expense, to the extent included in the computation of
EBITDA to (ii) the sum of (a) Interest Expense, PLUS (b) one-seventh of
the outstanding balance of the Loans made pursuant to Section 2.1(a) and
2.1(b) hereof and outstanding at the end of each relevant four
fiscal-quarter period, PLUS (c) scheduled amortization of the principal
portion of any Indebtedness (except to the extent included in clause (b)
preceding), in each case for the Borrower and its consolidated
Subsidiaries, at least equal to the minimum Fixed Charge Coverage Ratio
set forth below at all times during each period set forth opposite such
minimum Fixed Charge Coverage Ratio:
MINIMUM FIXED CHARGE
COVERAGE RATIO PERIOD
0.57 to 1.00 April 1, 2000 through September 30, 2000
0.60 to 1.00 October 1, 2000 through December 31, 2000
0.70 to 1.00 January 1, 2001 through March 31, 2001
0.85 to 1.00 From and after April 1, 2001
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In each case the Fixed Charge Coverage Ratio shall be determined as of the
last day of each fiscal quarter for the four fiscal-quarter period ending
on such day. For purposes of calculating the Fixed Charge Coverage Ratio
for any period under this SECTION 7.4(A), Interest Expense and
amortization of Indebtedness shall be calculated for any such period by
including the actual amount for the applicable period ending on such day,
including Interest Expense and amortization of assumed Indebtedness
attributable to Permitted Acquisitions occurring during such period on an
actual basis for assumed Indebtedness and on a PRO FORMA basis for
Interest Expense for the period from the first day of the applicable
period through the date of the closing of each Permitted Acquisition,
utilizing (a) where available or required pursuant to the terms of this
Agreement, historical audited and/or reviewed unaudited financial
statements obtained from the seller, broken down by fiscal quarter in the
Borrower's reasonable judgment or (b) unaudited financial statements
(where no audited or reviewed financial statements are required pursuant
to the terms of this Agreement) reviewed internally by the Borrower,
broken down by fiscal quarter in the Borrower's reasonable judgment,
utilizing, without duplication, any pro forma adjustments which are
consistent with the Commission's regulations and practices as of June 24,
1998 (whether or not applicable) to account for adjustments to historical
Interest Expense for an acquired entity.
"(B) TOTAL DEBT TO EBITDA RATIO. The Borrower shall not permit the
ratio (the "LEVERAGE RATIO") of (i) Total Debt of the Borrower and its
consolidated Subsidiaries to (ii) EBITDA of the Borrower and its
consolidated Subsidiaries to be greater than the maximum Leverage Ratio
set forth below at any time during each period set forth opposite such
maximum Leverage Ratio:
MAXIMUM LEVERAGE RATIO PERIOD
6.30 to 1.00 April 1, 2000 through June 30, 2000
6.10 to 1.00 July 1, 2000 through September 30, 2000,
5.35 to 1.00 October 1, 2000 through December 31, 2000,
5.00 to 1.00 January 1, 2001 through March 31, 2001,
4.15 to 1.00 From and after April 1, 2001.
The Leverage Ratio shall be, in each case, determined as of the last day
of each fiscal quarter (commencing with the fiscal quarter ending June 30,
2000, and each fiscal quarter thereafter) based upon (a) for Total Debt,
Total Debt as of the last day of each such fiscal quarter; and (b) for
EBITDA, EBITDA for the twelve-month period ending on such day, calculated
as set forth in the definition thereof.
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"(D) CAPITAL EXPENDITURES. The Borrower will not, nor will it permit
any Subsidiary to, expend, or be committed to expend, for Capital
Expenditures in the acquisition of fixed assets, (i) during the calendar
year 2000, an amount in excess of $2,800,000, in the aggregate, nor (ii)
during the calendar year 2001, an amount in excess $2,000,000, in the
aggregate. For purposes of this SECTION 7.4(D), the Capital Expenditures
for all Subsidiaries during the applicable twelve-month period are to be
included, even though some of such Capital Expenditures occurred prior to
such entity becoming a Subsidiary of the Borrower."
(g) A new paragraph (E) is hereby added to Section 7.4 reading in
its entirety as follows:
"(E) MINIMUM EBITDA. The EBITDA of the Borrower and its
consolidated Subsidiaries for each fiscal quarter ended on or after
September 30, 2000 shall not be less than $3,250,000."
(h) A new paragraph (q) shall be added to Section 8.1 reading in its
entirety as follows:
"(q) PAYMENT OF SUBORDINATED INDEBTEDNESS. The Borrower, any
of its Subsidiaries or any Guarantor shall make any payment of
principal of any Indebtedness subordinated in payment to any of the
Obligations at any time prior to the later of (i) the Termination
Date or (ii) the payment in full of the Obligations and the
expiration, cancellation or termination of all Letters of Credit."
3. WAIVER. The Lenders hereby agree that the failure of Borrower or any of
its Subsidiaries prior to the Termination Date to make any payment when due with
respect to Permitted Subordinated Indebtedness shall not constitute an Event of
Default under the Credit Agreement, notwithstanding the provisions of Section
8.1(e) of the Credit Agreement.
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the
Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to the Agent and the Lenders as of the date of this Amendment that:
(a) There exists no Default or Unmatured Default and the execution
of this Amendment shall not create a Default or Unmatured Default.
(b) The representations and warranties contained in Article VI of
the Credit Agreement are true and correct as of the date of this
Amendment.
5. EFFECT ON THE CREDIT AGREEMENT. Except as expressly amended or waived
hereby, all of the representations, warranties, terms, covenants and conditions
of the Credit Agreement and the other Loan Documents (a) shall remain unaltered,
(b) shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms, and (c) are hereby ratified and
confirmed in all respects. Upon the effectiveness of this Amendment, all
references in the Credit Agreement (including references in the Credit Agreement
as amended by this Amendment) to "this Agreement"
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(and all indirect references such as "hereby", "herein", "hereof" and
"hereunder") shall be deemed to be references to the Credit Agreement as
amended by this Amendment.
6. AMENDMENT FEE. The Borrower agrees to pay to each Lender, within two
business days after execution of this Amendment by the Borrower and all the
Lenders, an amendment fee equal to fifteen one-hundredths of one percent (0.15%)
of the amount of such Lender's Commitment on the date hereof.
7. LEGAL EXPENSES. The Borrower agrees to reimburse the Agent for
reasonable legal fees and expenses incurred by attorneys for the Agent (who may
be employees of the Agent) in connection with the preparation, negotiation and
consummation of this Amendment and the transactions contemplated herein.
8. MISCELLANEOUS.
(a) This Amendment may be executed in counterparts and by the
different parties hereto on separate counterparts each of which, when so
executed and delivered, shall be deemed an original, and all of which
taken together shall constitute one and the same agreement.
(b) This Amendment shall be effective as of the date first above
written; PROVIDED, THAT, the Agent has received executed counterparts of
this Amendment from the Borrower, the Agent and each of the Lenders.
IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed
this Amendment as of the date first above written.
TRANSPORTATION COMPONENTS, INC.,
as the Borrower
By: /s/ Mac McConnell
Name: Mac McConnell
Title: Senior Vice President & Chief Financial Officer
BANK ONE, NA, as Agent and as a Lender
By: _____________________________________________
Name: _____________________________________________
Title: _____________________________________________
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SOUTHTRUST BANK (formerly known as
SOUTHTRUST BANK, NATIONAL ASSOCIATION), as a Lender
By: _____________________________________________
Name: _____________________________________________
Title: _____________________________________________
BANK OF AMERICA, N.A., as a Lender
By: _____________________________________________
Name: _____________________________________________
Title: _____________________________________________
UNION BANK OF CALIFORNIA, N.A., as a Lender
By: _____________________________________________
Name: _____________________________________________
Title: _____________________________________________
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