EX-10.20 32 a2079698zex-10_20.txt EXHIBIT 10.20 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/ Ralph A. Ford -------------------------- Name: Ralph A. Ford Title: Secretary JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ William J. Caggiano -------------------------- Name: William L. Caggiano Title: Managing Director ARCHIMEDES FUNDING II, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Steven Gorski -------------------------- Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT ANALYST ARCHIMEDES FUNDING III, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Steven Gorski -------------------------- Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT ANALYST ARCHIMEDES FUNDING IV (CAYMAN), LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Steven Gorski -------------------------- Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT ANALYST Bank of America ----------------------------- Name of Lender By: /s/ W. Thomas Barnett -------------------------- Name: W. Thomas Barnett Title: Managing Director The Bank of New York -------------------- Name of Lender By: /s/ Maurice A. Campbell ----------------------- Name: MAURICE A. CAMPBELL Title: ASSISTANT VICE PRESIDENT BANK OF TOKYO-MITSUBISHI TRUST COMPANY -------------------------------------- Name of Lender By: /s/ Eric Planey ------------------------- Name: Eric Planey Title: Assistant Vice President Bankers Trust Company --------------------- Name of Lender By: /s/ Marguerite Sutton ------------------------- Name: Marguerite Sutton Title: Vice President Carlyle High Yield Partners III, Ltd. ------------------------------------- Name of Lender By: /s/ Linda Pace ------------------------- Name: LINDA PACE Title: PRINCIPAL Clydesdale CLO 2001-1, Ltd. --------------------------- Name of Lender By: Nomura Corporate Research and Asset Management Inc. as Collateral Manager By: /s/ Elizabeth Maclean ------------------------- Name: Elizabeth Maclean Title: Vice President COPERNICUS CDO EURO-I B.V. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Steven Gorski ------------------------- Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT ANALYST DEBT STRATEGIES FUND, INC. By: /s/ Anthony Heyman ------------------------- Anthony Heyman AUTHORIZED SIGNATORY Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO I, LTD. By: /s/ John Thacker ------------------------- Name: John Thacker 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/ John Thacker ------------------------- Name: John Thacker Title: Chief Credit Officer Heller Financial Inc. --------------------- Name of Lender By: /s/ Robert Kadlick ------------------------- Name: Robert Kadlick Title: Duty Authorized Signatory Indosuez Capital Funding IV, L.P., By: RBC Leveraged Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------------- Name: Melissa Marano Title: Director KZH ING-2 LLC. as a Lender By: /s/ Joyce Fraser-Bryant ---------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Anthony Heyman ------------------------- Anthony Heyman AUTHORIZED SIGNATORY MASTER SENIOR FLOATING RATE TRUST By: /s/ Anthony Heyman ------------------------- Anthony Heyman AUTHORIZED SIGNATORY MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ Anthony Heyman ------------------------- Anthony Heyman AUTHORIZED SIGNATORY National City Bank of Indiana ----------------------------- Name of Lender By: /s/ Mark A. Minnick -------------------------- Name: Mark A. Minnick 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/ Elizabeth Maclean ---------------------------- Name: Elizabeth Maclean Title: Vice President NEMEAN CLO, LTD. BY: ING Capital Advisors LLC, as Investment Manager BY: /s/ Steven Gorski ---------------------------- Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT ANALYST The Bank of Nova Scotia -------------------------------- Name of Lender By: /s/ N. Bell ---------------------------- Name: N. BELL Title: ASSISTANT AGENT PPM SPYCLASS FUNDING TRUST By: /s/ Ann E. Morris ---------------------------- Name: ANN E. MORRIS Title: AUTHORIZED AGENT ORYX CLO, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Steven Gorski ---------------------------- Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT ANALYST Textron Financial Corporation By: /s/ Matthew J. Colgan ---------------------------- Name: Matthew J. Colgan 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/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Assistant Secretary FLEET INSURANCE MANAGEMENT, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Assistant Secretary FRONTRUNNER WORLDWIDE, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary GREAT FALLS NORTH AMERICAN, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary NACAL, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary NAVTRANS INTERNATIONAL FREIGHT FORWARDING, INC. By: /s/ Ralph A. Ford ---------------------------- Name: Ralph A. Ford Title: Vice President NORTH AMERICAN DISTRIBUTION SYSTEMS, INC. n/k/a FEDERAL TRAFFIC SERVICE, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary NORTH AMERICAN LOGISTICS, LTD. By: /s/ Ralph A. Ford ---------------------------- Name: Ralph A. Ford Title: Vice President NORTH AMERICAN VAN LINES OF TEXAS, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary RELOCATION MANAGEMENT SYSTEMS, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary A RELOCATION SOLUTIONS MANAGEMENT COMPANY By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary ALLIED FREIGHT FORWARDING, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary ALLIED VAN LINES, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary ALLIED INTERNATIONAL N.A., INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Vice President ALLIED VAN LINES TERMINAL COMPANY By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary VANGUARD INSURANCE AGENCY, INC. By: /s/ Robert J. Henry ---------------------------- Name: Robert J. Henry Title: Secretary