Ex-4.14 11/7/02 Sixth Amendment to Credit Agrmnt

EX-4.14 3 g82587exv4w14.txt EX-4.14 11/7/02 SIXTH AMENDMENT TO CREDIT AGRMNT SIXTH AMENDMENT TO CREDIT AGREEMENT SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of November 7, 2002, among QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.), a Florida corporation ("Holdings"), QUALITY DISTRIBUTION LLC, a Delaware limited liability company (the "U.S. Borrower"), LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE, a Quebec company and a Wholly-Owned Subsidiary of Holdings (the "Canadian Borrower"), the various Subsidiaries of Holdings party to the U.S. Subsidiaries Guaranty referred to below (collectively, the "U.S. Subsidiary Guarantors"), various Banks party to the Credit Agreement referred to below and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity, the "Administrative Agent") under the Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : WHEREAS, Holdings, the Canadian Borrower, the Banks, Lasalle Bank National Association, The Bank of Nova Scotia, PB Capital Corp. (f/k/a BHF-Bank Aktiengesellschaft), Bank Austria Creditanstalt Corporate Finance, Inc. (f/k/a Creditanstalt Corporate Finance, Inc.) and Royal Bank of Canada, as Co-Agents, Salomon Brothers Holding Company, Inc., as Documentation Agent, Bankers Trust Company, as Syndication Agent, and the Administrative Agent are parties to a Credit Agreement, dated as of June 9, 1998 and amended and restated as of August 28, 1998 (as so amended and restated and as the same has been further amended, modified and/or supplemented through but not including the date hereof, the "Credit Agreement"); WHEREAS, the U.S. Subsidiary Guarantors and the Administrative Agent are parties to a Subsidiaries Guaranty, dated as of June 9, 1998 and amended and restated as of August 28, 1998 (as so amended and restated, the "U.S. Subsidiaries Guaranty"); and WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to amend or otherwise modify certain provisions of the Credit Agreement, and the U.S. Subsidiary Guarantors wish to make certain acknowledgements with respect to the Credit Agreement, in each case as herein provided; NOW, THEREFORE, it is agreed: I. Amendment to Credit Agreement. 1. The definition of "Consolidated Senior Debt" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "issued pursuant to Section 9.13(c)" appearing in clause (y)(vii) of said definition in its entirety. 2. The Banks hereby agree that upon the occurrence of the Sixth Amendment Effective Date (as defined below) this Amendment shall be deemed to have retroactive effect from and after the Fifth Amendment Effective Date. II. Acknowledgments and Agreements by U.S. Subsidiary Guarantors. Each U.S. Subsidiary Guarantor hereby consents to the entering into of this Amendment. III. Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each of Holdings, the U.S. Borrower and the Canadian Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Sixth Amendment Effective Date, immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Sixth Amendment Effective Date both immediately before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 5. This Amendment shall become effective on the date (the "Sixth Amendment Effective Date") when Holdings, the U.S. Borrower, the Canadian Borrower, each U.S. Subsidiary Guarantor, the Administrative Agent and the Banks constituting the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office (it being understood, however, this Amendment shall be deemed to have retroactive effect from and after the Fifth Amendment Effective Date as contemplated by Section 2 of Part I of this Amendment). 6. From and after the Sixth Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. -2- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. QUALITY DISTRIBUTION INC. (f/k/a MTL, Inc.) By: /s/ Samuel M. Hensley ---------------------------------------- Name: Samuel M. Hensley Title: CFO QUALITY DISTRIBUTION LLC By: /s/ Samuel M. Hensley ---------------------------------------- Name: Samuel M. Hensley Title: CFO LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE By: /s/ [ILLEGIBLE] ---------------------------------------- Name: [ILLEGIBLE] Title: PRESIDENT CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. QUALITY DISTRIBUTION INC. (f/k/a MTL, Inc.) By: ________________________________________ Name: Title: QUALITY DISTRIBUTION LLC By: ________________________________________ Name: Title: LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE By: ________________________________________ Name: Title: CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent By: /s/ Robert Hetu ---------------------------------------- Name: ROBERT HETU Title: DIRECTOR By: /s/ Doreen B. Welch ---------------------------------------- Name: DOREEN B. WELCH Title: ASSOCIATE DEUTSCHE BANK TRUST COMPANY AMERICAS (f.k.a. Bankers Trust Company), Individually and as Syndication Agent By: /s/ Marguerite Sutton ---------------------------------------- Name: MARGUERITE SUTTON Title: VICE PRESIDENT CITICORP USA, INC. By:_________________________________________ Name: Title: LASALLE BANK NATIONAL ASSOCIATION By:_________________________________________ Name: Title: By:_________________________________________ Name: Title: THE BANK OF NOVA SCOTIA By:_________________________________________ Name: Title: PB CAPITAL CORP(f/k/a BHF-BANK AKTIENGESELISCHAFT) By: /s/ [ILLEGIBLE] ---------------------------------------- Name: [ILLEGIBLE] Title: [ILLEGIBLE] /s/ [ILLEGIBLE] By:---------------------------------------- Name: [ILLEGIBLE] Title: MANAGING DIRECTOR PORTFOLIO MANAGEMENT BANKERS TRUST COMPANY,(1) Individually and as Syndication Agent By:________________________________________ Name: Title: CITICORP USA, INC. By:________________________________________ Name: Title: LASALLE BANK NATIONAL ASSOCIATION By:________________________________________ Name: Title: By:________________________________________ Name: Title: THE BANK OF NOVA SCOTIA By: /s/ Chris J. Allen ---------------------------------------- Name: CHRIS J. ALLEN Title: MANAGING DIRECTOR & Office Head - ------------- (1) Composition of the bank group to be confirmed. AIMCO CDO SERIES 2000-A,AS A LENDER By: /s/ Jerry D. Zinkula ---------------------------------------- Name : JERRY D. ZINKULA Title : Authorized Signatory By: /s/ Patricia W. Wilson ---------------------------------------- Name : PATRICIA W. WILSON Title : Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY,AS A LENDER By: /s/ Jerry D. Zinkula ---------------------------------------- Name : JERRY D. ZINKULA Title : Authorized Signatory By: /s/ Patricia W. Wilson ---------------------------------------- Name : PATRICIA W. WILSON Title : Authorized Signatory ROYAL BANK OF CANADA By: /s/ Peter Barnes ---------------------------------------- Name: PETER BARNES Title: SENIOR MANAGER COMERICA BANK, N.A. By: ________________________________________ Name: Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By: ________________________________________ Name: Title: BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Christina T. Schoen ---------------------------------------- Name: Christina T. Schoen Title: Vice President BANK POLSKA KASA OPIEKI S.A. - PEKAO By: /s/ [ILLEGIBLE] ---------------------------------------- Name: [ILLEGIBLE] Title: [ILLEGIBLE] THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ________________________________________ Name: Title: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: ________________________________________ Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: ________________________________________ Name: Title: SANKATY ADVISORS By: ________________________________________ Name: Title: ARCHIMEDES FUNDING, L.L.C. ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Steven Gorski ------------------------------ Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT OFFICER ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Steven Gorski ------------------------------ Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT OFFICER BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Steven Gorski ------------------------------ Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT OFFICER ARCHIMEDES FUNDING, LLC. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Steven Gorski ------------------------------ Name: STEVEN GORSKI Title: VICE PRESIDENT & SENIOR CREDIT OFFICER By: ______________________________ Name: Title: ARCHIMEDES FUNDING III, L.L.C. By: ______________________________ Name: Title: TEXTRON FINANCIAL CORPORATION By: /s/ Matthew J. Colgan ------------------------------ Name: Matthew J. Colgan Title: Vice President APEX (IDM) CDO I LTD. By: ______________________________ Name: Title: BRANT POINT CBO 1999-1 LTD. By: ______________________________ Name: Title: By: ______________________________ Name: Title: PAM CAPITAL FUNDING LP By: _______________________________ Name: Title: PAMCO CAYMAN LTD. By: _______________________________ Name: Title: SANKATY HIGH YIELD PARTNERS II, LP By: /s/ Diane J. Exter ------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER SANKATY HIGH YIELD PARTNERS III, LP By: /s/ Diane J. Exter ------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER TRYON CLO 2000-1 By: _______________________________ Name: Title: By: _______________________________ Name: Title: SANKATY ADVISORS, INC., AS COLLATERAL MANAGER FOR BRANT POINT CBO 1999-1 LTD., AS TERM LENDER By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER SANKATY ADVISORS, LLC, AS COLLATERAL MANAGER FOR BRANT POINT II CBO 2000-1 LTD. AS TERM LENDER By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER ELC(CAYMAN) 1999-III By: _________________________________ Name: Title: ELC(CAYMAN) LTD. 2000-I By: _________________________________ Name: Title: INDOSUEZ CAPITAL FUNDING III By: _________________________________ Name: Title: ML CBO IV (CAYMAN), LTD. By: _________________________________ Name: Title: ELC(CAYMAN) LTD., CDO SERIES 1999-II By: _________________________________ Name: Title: SANKARY ADVISORS, LLC AS COLLATERAL MANAGER FOR GRANT POINT CLO 1999-I LTD., AS TERM LENDER By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER AVALON CAPITAL II BY: _________________________________ Name: Title: ARCHIMEDES FUNDING III, L.L.C. By: _________________________________ Name: Title: TEXTRON FINANCIAL CORPORATION By: _________________________________ Name: Title: APEX (IDM) CDO I LTD. BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: _________________________________ Name: Title: BANK POLSKA KASA OPIEKI S.A.-PEKAO By: _________________________________ Name: Title: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: _________________________________ Name: Title: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: _________________________________ Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: ___________________________________ Name: Title: Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Diane J. Exter ----------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER PAM CAPITAL FUNDING LP By: _________________________________ Name: Title: PAMCO CAYMAN LTD. By: _________________________________ Name: Title: SANKATY HIGH YIELD PARTNERS II, LP By: _________________________________ Name: Title: SANKATY HIGH YIELD PARTNERS III, LP By: _________________________________ Name: Title: LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns --------------------------------- Name: KEVIN KEARNS Title: MANAGING DIRECTOR KZH ING-2 LLC By: /s/ Rowena Smith --------------------------------- Name: Rowena Smith Title: Authorized Agent KZH STERLING LLC By: /s/ Rowena Smith --------------------------------- Name: Rowena Smith Title:Authorized Agent KZH CYPRESSTREE-1 LLC By: /s/ Rowena Smith --------------------------------- Name: Rowena Smith Title:Authorized Agent OASIS COLLATERALIZED HIGH INCOME PORTFOLIO I By: _________________________________ Name: Title: TRANSAMERICA LIFE & ANNUITY COMPANY By: /s/ John Bailey --------------------------------- Name: John Bailey Title: VIce President BRANT POINT II CBO 2000-1 LTD. By: ________________________________________ Name: Title: ELC (CAYMAN) 1999-III By: ________________________________________ Name: Title: ELC (CAYMAN) LTD. 2000-I By: ________________________________________ Name: Title: INDOSUEZ CAPITAL FUNDING III By: ________________________________________ Name: Title: ML CBO IV (CAYMAN), LTD. BY: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. PAM CAPITAL FUNDING LP BY: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. PAMCO CAYMAN LTD. BY: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. SANKATY HIGH YIELD PARTNERS II, LP. By: ________________________________________ Name: Title: SANKATY HIGH YIELD PARTNERS III, LP. By: ________________________________________ Name: Title: TRYON CLO 2000-1 By: ________________________________________ Name: Title: Each of the undersigned, each being an Assignor under the U.S. Security Agreement, a Pledgor under, and as defined in, the U.S. Pledge Agreement and a U.S. Subsidiary Guarantor under, and as defined in, the Credit Agreement referenced in the foregoing Sixth Amendment, hereby consents to the entering into of the Sixth Amendment and agrees to the provisions thereof. AMERICAN TRANSINSURANCE GROUP, INC. CAPACITY MANAGEMENT SYSTEMS, INC. CHEMICAL LEAMAN CORPORATION CHEMICAL LEAMAN TANK LINES, INC. CHEMICAL PROPERTIES, INC. CLM, INC. CLT SERVICES, INC. ENVIROPOWER, INC. FLEET TRANSPORT COMPANY, INC. LAKESHORE LEASING, INC. LLI, INC. MEXICO INVESTMENTS, INC. PICKERING WAY FUNDING CORP. POWER PURCHASING, INC. QUALITY CARRIERS, INC. QUALITY DISTRIBUTION LLC QSI SERVICES, INC. By: /s/ Samuel M. Hensley ---------------------------------------- Name: Samuel M. Hensley Title: CFO TRANSPLASTICS, INC. QUALA SYSTEMS, INC. By: /s/ Joseph Wilson ---------------------------------------- Name: Joseph Wilson Title: President CLTL OF NEVADA MTL OF NEVADA By: /s/ [ILLEGIBLE] ---------------------------------------- Name: [ILLEGIBLE] Title: