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Title: |
Credit Agreement |
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Entities: |
AmSouth Bank; Chase Manhattan Bank; Miller Industries, Inc.; Navistar International Transportation Corp.; Wachovia Securities Inc.; Bank of America, NA; Bank of New York |
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Date: |
2001 |
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Size: |
Preview shows 39KB of 428KB total |
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Price: |
$96 |
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ID: |
#420267 |
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Start of Preview |
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CREDIT AGREEMENT
Dated as of July __, 2001
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
BANK OF AMERICA, N.A.
as the Administrative Agent, Syndication Agent, Existing Titled
Collateral Agent and Letter of Credit Issuer
and
THE CIT GROUP/BUSINESS CREDIT, INC.
as the Collateral Agent
and
Miller Industries, Inc. and its Subsidiaries
as the Borrowers
TABLE OF CONTENTS
| Section | Page |
|
ARTICLE 1 LOANS AND LETTERS OF CREDIT |
2 |
|
1.1 Total Facility |
2 |
|
1.2 Revolving Loans |
2 |
|
1.3 Term Loans |
6 |
|
1.4 Letters of Credit |
7 |
|
1.5 Bank Products |
11 |
|
ARTICLE 2 INTEREST AND FEES |
11 |
|
2.1 Interest |
11 |
|
2.2 Continuation and Conversion Elections |
12 |
|
2.3 Maximum Interest Rate |
13 |
|
2.4 Closing and Other Fees |
14 |
|
2.5 Unused Line Fee |
14 |
|
2.6 Letter of Credit Fee |
14 |
|
ARTICLE 3 PAYMENTS AND PREPAYMENTS |
14 |
|
3.1 Revolving Loans |
14 |
|
3.2 Reduction and Termination of Facility |
15 |
|
3.3 Repayment of the Term Loans |
16 |
|
3.4 Prepayments of the Loans |
16 |
|
3.5 LIBOR Rate Loan Prepayments |
17 |
|
3.6 Payments by the Borrowers |
17 |
|
3.7 Payments as Revolving Loans |
18 |
|
3.8 Apportionment, Application and Reversal of Payments |
18 |
|
3.9 Indemnity for Returned Payments |
18 |
|
3.10 Collateral Agents and Lenders Books and Records; Monthly Statements |
19 |
|
3.11 Borrowers Agent |
19 |
|
3.12 Joint and Several Liability |
20 |
|
3.13 Obligations Absolute |
20 |
|
3.14 Waiver of Suretyship Defenses |
21 |
|
3.15 Contribution and Indemnification among the Borrowers |
21 |
|
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY |
22 |
|
4.1 Taxes |
22 |
|
4.2 Illegality |
23 |
|
4.3 Increased Costs and Reduction of Return |
23 |
|
4.4 Funding Losses |
24 |
|
4.5 Inability to Determine Rates |
24 |
|
4.6 Certificates of the Collateral Agent |
25 |
|
4.7 Survival |
25 |
|
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES |
25 |
|
5.1 Books and Records |
25 |
|
5.2 Financial Information |
25 |
|
5.3 Notices to the Lenders |
28 |
|
5.4 Subordinated Debt Certificate |
30 |
|
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS |
31 |
|
6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents |
31 |
i
|
6.2 Validity and Priority of Security Interest |
31 |
|
6.3 Organization and Qualification |
32 |
|
6.4 Corporate Name; Prior Transaction2 |
32 |
|
6.5 Subsidiaries and Affiliates |
32 |
|
6.6 Financial Statements and Projections |
32 |
|
6.7 Capitalization |
33 |
|
6.8 Solvency |
33 |
|
6.9 Debt |
33 |
|
6.10 Distributions |
33 |
|
6.11 Real Estate; Leases |
33 |
|
6.12 Proprietary Rights |
33 |
|
6.13 Trade Names |
34 |
|
6.14 Litigation |
34 |
|
6.15 Labor Disputes |
34 |
|
6.16 Environmental Laws |
34 |
|
6.17 No Violation of Law |
34 |
|
6.18 No Default |
35 |
|
6.19 ERISA Compliance |
35 |
|
6.20 Taxes |
36 |
|
6.21 Regulated Entities |
36 |
|
6.22 Use of Proceeds; Margin Regulations |
36 |
|
6.23 Copyrights, Patents, Trademarks and Licenses, etc. |
36 |
|
6.24 No Material Adverse Effect |
37 |
|
6.25 Full Disclosure |
37 |
|
6.26 Material Agreements |
37 |
|
6.27 Bank Accounts |
37 |
|
6.28 Governmental Authorization |
37 |
|
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS |
37 |
|
7.1 Taxes and Other Obligations |
38 |
|
7.2 Legal Existence and Good Standing |
38 |
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7.3 Compliance with Law and Agreements; Maintenance of Licenses |
38 |
|
7.4 Maintenance of Property; Inspection of Property |
38 |
|
7.5 Insurance |
39 |
|
7.6 Insurance and Condemnation Proceeds |
40 |
|
7.7 Environmental Laws |
41 |
|
7.8 Compliance with ERISA |
42 |
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7.9 Mergers, Consolidations or Sales |
43 |
|
7.10 Distributions; Capital Change; Restricted Investments |
44 |
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7.11 Transactions Affecting Collateral or Obligations |
44 |
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7.12 Guaranties |
44 |
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7.13 Debt |
44 |
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7.14 Prepayment; Amendments |
45 |
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7.15 Transactions with Affiliates |
45 |
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7.16 Investment Banking and Finders Fees |
45 |
|
7.17 Business Conducted |
46 |
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7.18 Liens |
46 |
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7.19 Sale and Leaseback Transactions |
46 |
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7.20 New Subsidiaries |
46 |
|
7.21 Fiscal Year |
46 |
|
7.22 Capital Expenditures |
46 |
|
7.23 Fixed Charge Coverage Ratio |
46 |
|
7.24 EBITDA |
46 |
ii
|
7.25 Minimum Excess Availability |
47 | |
|
7.26 Use of Proceeds |
47 | |
|
7.27 Hedge Agreements |
47 | |
|
7.28 Banking Relationships |
48 | |
|
7.29 Repurchase and Chassis Floorplan Agreements |
48 | |
|
7.30 Billing and Collections |
48 | |
|
7.31 Further Assurances |
48 | |
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ARTICLE 8 CONDITIONS OF LENDING |
48 | |
|
8.1 Conditions Precedent to Making of Loans on the Closing Date |
48 | |
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8.2 Conditions Precedent to Each Loan |
51 | |
|
ARTICLE 9 DEFAULT; REMEDIES |
52 | |
|
9.1 Events of Default |
52 | |
|
9.2 Remedies |
55 | |
|
ARTICLE 10 TERM AND TERMINATION |
56 | |
|
10.1 Term and Termination |
56 | |
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ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS |
57 | |
|
11.1 Amendments and Waivers |
57 | |
|
11.2 Assignments; Participations |
58 | |
|
ARTICLE 12 THE AGENTS |
60 | |
|
12.1 Appointment and Authorization |
60 | |
|
12.2 Delegation of Duties |
61 | |
|
12.3 Liability of the Collateral Agent |
61 | |
|
12.4 Reliance by the Collateral Agent |
61 | |
|
12.5 Notice of Default |
62 | |
|
12.6 Credit Decision |
62 | |
|
12.7 Indemnification |
62 | |
|
12.8 Agent in Individual Capacity |
63 | |
|
12.9 Successor Collateral Agent |
63 | |
|
12.10 Withholding Tax |
63 | |
|
12.11 Collateral Matters |
65 | |
|
12.12 Restrictions on Actions by Lenders; Sharing of Payments |
66 | |
|
12.13 Agency for Perfection |
67 | |
|
12.14 Payments by the Collateral Agent to Lenders |
67 | |
|
12.15 Settlement |
67 | |
|
12.16 Letters of Credit; Intra-Lender Issues |
70 | |
|
12.17 Concerning the Collateral and the Related Loan Documents |
72 | |
|
12.18 Field Audit and Examination Reports; Disclaimer by Lenders |
73 | |
|
12.19 Relation Among Lenders |
73 | |
|
12.20 Co-Agents |
74 | |
|
ARTICLE 13 MISCELLANEOUS |
75 | |
|
13.1 No Waivers; Cumulative Remedies |
75 | |
|
13.2 Severability |
75 | |
|
13.3 Governing Law; Choice of Forum; Service of Process |
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