Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year Ended December 31, 1993 32 131K
2: EX-4.16B EX-4.16B Amendment Dated as of September 10, 1993 14 44K
3: EX-4.16C EX-4.16C Master Assignment & Acceptance Agreement 15 41K
4: EX-10.33A EX-10.33A Termination Agreements 6 14K
5: EX-10.53B EX-10.53B Amendment to 1992 Equity Incentive Plan 1 7K
6: EX-10.55 EX-10.55 AT&T Corporate Center Office Sublease 222 670K
7: EX-10.56 Material Contract 4 16K
8: EX-10.57 Material Contract 4 16K
9: EX-10.58 Material Contract 17 50K
10: EX-10.59 Material Contract 12 42K
11: EX-13 EX-13 1993 Annual Report - Portions Deemed Filed 32 118K
12: EX-21 EX-21 Subsidiaries 1 5K
EX-4.16C — EX-4.16C Master Assignment & Acceptance Agreement
Exhibit Table of Contents
CONFORMED COPY
MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of
September 10, 1993, among CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY, a Delaware corporation (the
"Borrower"), CHICAGO AND NORTH WESTERN HOLDINGS CORP., a
Delaware corporation ("Holdings"), the financial
institutions party to the Credit Agreement referred to below
as lenders thereunder (the "Lenders"), BANK OF MONTREAL, a
Canadian banking corporation, as issuing bank under such
Credit Agreement (in such capacity, the "Issuing Bank") and
CHEMICAL BANK, as administrative agent for the Lenders and
the Issuing Bank under such Credit Agreement (in such
capacity, the "Agent").
Preliminary Statement
Reference is made to the Credit Agreement dated as of March 27,
1992, as amended (the "Credit Agreement"), among the Borrower, Holdings,
the Lenders, the Issuing Bank, the Co-Agents named therein and the Agent.
Capitalized terms used herein and not otherwise defined herein are used as
defined in the Credit Agreement. The Borrower has requested that the
Lenders amend certain provisions of the Credit Agreement in order to, among
other things, reduce the rates of interest on the Loans and reduce the
Commitment Fees thereunder (the "Proposed Amendment"). The Lenders
identified on Schedule I hereto (the "Assignor Lenders") are not willing to
approve the Proposed Amendment, but are willing, on the terms and
conditions set forth herein, to sell and assign their rights and
obligations under the Credit Agreement to other Lenders who are willing to
approve the Proposed Amendment. The Lenders identified on Schedule II
hereto (the "Assignee Lenders") are willing, on the terms and conditions
set forth herein, to purchase and assume the rights and obligations of the
Assignor Lenders under the Credit Agreement. The purpose of this Agreement
is to provide for the assignment and acceptance of such rights and
obligations and to confirm the respective amounts of the resulting rights
and obligations of the respective Lenders under the Credit Agreement after
giving effect thereto.
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Accordingly, the parties hereto hereby agree as follows:
I. ASSIGNMENT AND ACCEPTANCE
SECTION 1.01. Assignments. (a) Subject to the conditions set
forth in Article III hereof, effective on the Effective Date (as defined in
Article III hereof) and for the consideration referred to in clause (c)(i)
of Section 1.04 below, each Assignor Lender hereby sells and assigns,
without recourse, to the Assignee Lenders, and the Assignee Lenders hereby
purchase and assume, without recourse, from each Assignor Lender, all
interests, rights and obligations of such Assignor Lender (its "Assigned
Interest") under the Credit Agreement and related Intercreditor Agreement,
including, without limitation, the Standby Commitment and Revolving Credit
Commitment of such Assignor Lender on the Effective Date and the Term
Loans, Standby Loans and Revolving Credit Loans owing to such Assignor
Lender which are outstanding on the Effective Date; provided, however, that
each Assignor hereby retains and reserves unto itself (i) all of its rights
to reimbursement and indemnification which may have accrued pursuant to the
Credit Agreement and the related Intercreditor Agreement on or prior to the
Effective Date (including any indemnification payments that may be due to
it as a result of the foregoing assignment, as contemplated by Section 1.05
hereof) and (ii) its rights to receive the payments to be made to it as
provided in Section 1.04 hereof (such rights described in clauses (i) and
(ii) being referred to herein as the "Reserved Rights"). From and after
the Effective Date, each Assignor Lender shall relinquish its rights
(except its Reserved Rights) and be released from its obligations under the
Credit Agreement and the related Intercreditor Agreement. In
implementation of the foregoing, each Assignor Lender agrees to use its
best efforts to deliver to the Agent, on or prior to the Effective Date (or
as promptly as possible thereafter), all Notes issued to it under the
Credit Agreement, or written certification that such Notes are lost or
cannot be located; provided that (A) failure to deliver such Notes shall
not affect the validity of the assignments provided for herein and (B) each
Assignor Lender that fails to so deliver its Notes hereby agrees to
indemnify the Borrower against any loss, cost or expense resulting from
such failure. After the Effective Date, the Agent shall surrender to the
Borrower, for cancellation, all such Notes received by the Agent.
(b) The foregoing assignments are intended to, and shall, result
in the respective Standby Commitments, Revolving Credit Commitments and
outstanding Term Loans of the Assignee Lenders, as of the Effective Date
after giving effect to such assignments (and assuming that such Commitments
are not reduced, and that the Term Loans are not prepaid, during the period
between the date hereof and the Effective Date), being in the respective
amounts set forth opposite the names of such Assignee Lenders on
Schedule III hereto. The foregoing assignments shall be allocated between
the Assignee Lenders so as to achieve such result and the obligations of
the Assignee Lenders under paragraph (a) above shall be several, and not
joint, in proportion to such allocation. Each Lender who is neither an
Assignee Lender nor an Assignor Lender (such Lenders being referred to
herein as "Confirming Lenders") hereby confirms as correct the respective
amounts set forth opposite its name on Schedule III hereto as its Standby
Commitment, Revolving Credit Commitment and outstanding Term Loan. The
rights and obligations of the Confirming Lenders under the Credit Agreement
and the related Intercreditor Agreement shall not be affected hereby.
SECTION 1.02 Consent and Release. (a) The Borrower hereby
consents and agrees to the transactions to be effected by Section 1.01
above and hereby releases, effective on the Effective Date, the Assignor
Lenders from all their obligations under the Credit Agreement.
SECTION 1.03 Determination of Amounts to be Paid on Effective
Date. Prior to the Effective Date, the Agent will determine (a) the
amounts to be paid to each Lender pursuant to Section 1.04 below (and will
confirm such amounts with such Lender), (b) the amounts to be paid by each
Assignee Lender pursuant to Section 1.04 below (and will confirm such
amounts with such Lender) and (c) the amounts to be paid by the Borrower
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pursuant to Section 1.04 below (and will confirm such amounts with the
Borrower).
SECTION 1.04. Payments. Subject to the conditions set forth in
Article III hereof, on the Effective Date:
(a) the Borrower shall pay to the Agent in accordance with
Section 2.17 of the Credit Agreement, in addition to any other amounts
then due and payable under the Credit Agreement, an amount equal to
the sum of (i) all accrued and unpaid interest on all the Loans of
each Assignor Lender outstanding under the Credit Agreement, (ii) all
unpaid Commitment Fees and Letter of Credit Fees accrued to and
including the Effective Date (for the account of each Lender, whether
or not such Lender is an Assignor Lender) and (iii) all other amounts,
if any, accrued and owing to any Assignor Lender under the Credit
Agreement (excluding the outstanding principal amount of any Loan, but
including any amount referred to in Section 1.05 hereof which such
Assignor Lender has notified the Borrower and the Agent not less than
two Business Days prior to the Effective Date will be payable to such
Assignor Lender on the Effective Date);
(b) each Assignee Lender shall pay to the Agent, in accordance
with Section 2.02(c) of the Credit Agreement (as though such payment
were being made as proceeds of a Loan to be advanced on such date) an
amount equal to the outstanding principal amount of each Loan to be
purchased by such Assignee Lender on the Effective Date pursuant to
Section 1.01 hereof; and
(c) the Agent shall pay from the funds received by it pursuant to
clauses (a) and (b) above (i) to each Assignor Lender an amount equal
to the sum of the outstanding principal amount of its Loans and
accrued interest thereon, all unpaid Commitment Fees and Letter of
Credit Fees accrued for its account and any other amounts received for
its account referred to in clause (a)(iii) above, and (ii) to each
Assignee Lender and Confirming Lender an amount equal to the sum of
all unpaid Commitment Fees and Letter of Credit Fees accrued for its
account.
SECTION 1.05. Indemnification. The Borrower agrees that the
assignment by each Assignor Lender of its outstanding Loans on the
Effective Date shall be deemed, for purposes of Section 2.15 of the Credit
Agreement, to constitute a prepayment of such Loans on the Effective Date.
Each Assignor Lender shall be entitled to make claims under such
Section 2.15 in accordance with the terms thereof.
II. CERTAIN CONFIRMATIONS
Each of the Assignor Lenders and Assignee Lenders acknowledges
and agrees that this Agreement is intended to, and shall, constitute an
Assignment and Acceptance under the Credit Agreement and hereby confirms
the agreements and representations made by it as a consequence thereof as
set forth in Section 9.04(c) of the Credit Agreement, except that each
Assignor Lender, in lieu of representing as to the outstanding balances of
its respective Loans as provided in clause (i) of such Section, represents
that, as of the Effective Date, the outstanding balances of its respective
Loans shall be as confirmed with the Agent pursuant to Section 1.03 hereof.
III. CONDITIONS
The assignments contemplated by Section 1.01 above shall become
effective only upon the satisfaction, on a single date (which shall be the
Effective Date) on or prior to September 30, 1993, of the following
conditions:
(a) the Agent (or its counsel) shall have received counterparts
of this Agreement which, when taken together, bear the signatures of
Holdings, the Borrower, the Issuing Bank and each Lender;
4
(b) all the payments referred to in clauses (a) and (b) of
Section 1.04 hereof shall have been received by the Agent; and
(c) all the conditions to the effectiveness of the Proposed
Amendment (other than the effectiveness of the assignments
contemplated by Section 1.01 above) shall have been satisfied or
waived.
Immediately upon satisfaction of the foregoing conditions the Agent shall
distribute in accordance with clause (c) of Section 1.04 the amounts
received by it pursuant to clauses (a) and (b) of Section 1.04, and
satisfaction of the foregoing conditions shall be conclusively evidenced by
such distribution. The date upon which such conditions are satisfied and
such funds are distributed is referred to herein as the "Effective Date".
Unless and until the assignments contemplated by Section 1.01 hereof become
effective as provided above, the Credit Agreement shall remain in full
force and effect in accordance with its terms and the rights and
obligations of the parties thereto shall not be affected hereby.
IV. MISCELLANEOUS
SECTION 4.01. Successors and Assigns; Assignments. This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. Each Lender agrees
that it will not make any assignment of its rights and obligations under
the Credit Agreement prior to the Effective Date without making
arrangements satisfactory to the Borrower and the Agent for its assignee to
become bound by this Agreement; provided that the foregoing agreement shall
lapse if the Effective Date does not occur on or prior to the date
specified in Article III.
SECTION 4.02. Applicable Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of New York.
SECTION 4.03. Amendment. This Agreement may be waived, modified
or amended only by a written agreement executed by the party or parties to
be bound thereby.
SECTION 4.04. Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the date first above
written.
CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY,
by
/s/ John E. Voldseth
Name: John E. Voldseth
Title: Vice-President
Finance
CHICAGO AND NORTH WESTERN HOLDINGS
CORP.,
by
/s/ John E. Voldseth
Name: John E. Voldseth
Title: Vice President
Finance
5
CHEMICAL BANK,
by
/s/ Julie A. Soper
Name: Julie A. Soper
Title: Vice President
6
BANK OF MONTREAL,
by
/s/ Christine M. Tierney
Name: Christine M. Tierney
Title: Director
BANQUE PARIBAS,
by
/s/ Peter Toal
Name: Peter Toal
Title: Regional General
Manager
by
/s/ S. M. Heiner
Name: S. M. Heiner
Title: Assistant Vice
President
THE CHASE MANHATTAN BANK, N.A.,
by
/s/ Francis M. Cox, III
Name: Francis M. Cox, III
Title: Vice President
CONTINENTAL BANK N.A.,
by
/s/ Paul R. Frey
Name: Paul R. Frey
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
by
/s/ Gerald F. Mackin
Name: Gerald F. Mackin
Title: Vice President
7
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.,
by
/s/ Richard E. Stahl
Name: Richard E. Stahl
Title: Senior Vice President
and Joint General
Manager
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
by
/s/ Patricia DelGrande
Name: Patricia DelGrande
Title: Vice President
CREDIT LYONNAIS CHICAGO BRANCH,
by
/s/ Francois Valla
Name: Francois Valla
Title: First Vice President
Branch Manager
NATIONAL WESTMINSTER BANK USA,
by
/s/ Kathleen Weiss, VP
Name: Kathleen Weiss
Title: Vice President
ALLSTATE LIFE INSURANCE COMPANY,
by
/s/ Mark D. Senkpiel
Name: Mark D. Senkpiel
Title: Director
by
/s/ Gary W. Fridley
Name: Gary W. Fridley
Title: Authorized Signatory
8
ANCHOR NATIONAL LIFE INSURANCE
COMPANY,
by
/s/ Michael J. Campbell
Name: Michael J. Campbell
Title: Director, Corporate
Finance Sunamerica
Investments, Inc.
THE FIRST NATIONAL BANK OF BOSTON,
by
/s/ Dexter Freeman
Name: Dexter Freeman
Title: Vice President
THE BANK OF NEW YORK,
by
/s/ Charlotte Sohn
Name: Charlotte Sohn
Title: Assistant Vice
President
CANADIAN IMPERIAL BANK OF COMMERCE,
by
/s/ John W. Kunkle
Name: John W. Kunkle
Title: Agent
CAISSE NATIONALE DE CREDIT
AGRICOLE,
by
/s/ David Bouhl
Name: David Bouhl, F.V.P.
Title: Head of Corporate
Banking Chicago
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CREDIT SUISSE,
by
/s/ Jan Kofol
Name: Jan Kofol
Title: Member of Senior
Management
by
/s/ William P. Murray
Name: William P. Murray
Title: Member of Senior
Management
DRESDNER BANK AG CHICAGO BRANCH,
by
/s/ Brian Brodeur
Name: Brian Brodeur
Title: Vice President
by
/s/ E. Ronald Holder
Name: E. Ronald Holder
Title: Senior Vice President
EATON VANCE PRIME RATE RESERVES,
by
/s/ Jeffrey S. Garner
Name: Jeffrey S. Garner
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION,
by
/s/ Akira Suzuki
Name: Akira Suzuki
Title: Chief Manager
10
THE NIPPON CREDIT BANK, LTD.,
by
/s/ Hideaki Mori
Name: Hideaki Mori
Title: Vice President &
Manager
THE NORTHERN TRUST COMPANY,
by
/s/ J. Mark Berry
Name: J. Mark Berry
Title: Vice President
PROSPECT STREET SENIOR PORTFOLIO,
L.P.,
by PROSPECT STREET SENIOR LOAN
CORP., as managing general
partner of PROSPECT STREET
SENIOR PORTFOLIO, L.P.,
by
/s/ Preston I. Carnes, Jr.
Name: Preston I. Carnes, Jr.
Title: Vice President
THE TORONTO-DOMINION BANK,
by
/s/ William H. Hoffman
Name: William H. Hoffman
Title: Director
THE TRAVELERS INSURANCE COMPANY,
by
/s/ Paul T. Quistberg
Name: Paul T. Quistberg
Title: Assistant Investment
Officer
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THE TRAVELERS INDEMNITY COMPANY,
by
/s/ Paul T. Quistberg
Name: Paul T. Quistberg
Title: Assistant Investment
Officer
PROTECTIVE LIFE INSURANCE COMPANY
(NATIONAL DEPOSIT LIFE),
by
/s/ Mark K. Okada
Name: Mark K. Okada
Title: Principal Protective
Asset Management Co.
PROTECTIVE LIFE INSURANCE COMPANY,
by
/s/ Richard Bielen
Name: Richard Bielen
Title: Vice President,
Investments
CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor to:
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS, B.V. (ROSA),
by
/s/ Stephen M. Alfieri
Name: Stephen M. Alfieri
Title: Vice President
CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor to:
KEYPORT LIFE INSURANCE CO.,
by
/s/ Stephen M. Alfieri
Name: Stephen M. Alfieri
Title: Vice President
12
SUN LIFE INSURANCE COMPANY
OF AMERICA
by
/s/ Michael J. Campbell
Name: Michael J. Campbell
Title: Director, Corporate
Finance Sunamerica
Investments, Inc.
INDUSTRIAL BANK OF JAPAN, LTD.,
by
/s/ Masaaki Takeda
Name: Masaaki Takeda
Title: General Manager
SCHEDULE I
Assignor Lenders
Credit Lyonnais Chicago Branch
Eaton Vance Prime Rate Reserves
SCHEDULE II
Assignee Lenders
Caisse Nationale de Credit Agricole
Bank of America National Trust and Savings Association
Bank of Montreal
The Chase Manhattan Bank, N.A.
The Long-Term Credit Bank of Japan, Ltd.
National Westminster Bank USA
The Toronto-Dominion Bank
Chemical Bank
Canadian Imperial Bank of Commerce
Dresdner Bank AG Chicago Branch
The Mitsubishi Trust and Banking Corporation
The Nippon Credit Bank, Ltd.
Industrial Bank of Japan, Ltd.
The Bank of New York
Credit Suisse
The First National Bank of Boston
Continental Bank N.A.
Allstate Life Insurance Company
Protective Life Insurance Company
The Travelers Insurance Company and The Travelers Indemnity
Company
The First National Bank of Chicago
SCHEDULE III
[Enlarge/Download Table]
Assignee Lenders and Confirming Lenders
Revolving
Standby Credit Outstanding Total
Name Commitment Commitment Term Loans Commitment
Caisse Nationale de Credit Agricole $9,768,516.36 $4,062,887.36 $3,617,047.21 $17,448,450.93
Bank of America National Trust and 8,410,962.24 3,180,899.36 5,517,824.09 17,109,685.69
Savings Association
Bank of Montreal 8,410,962.24 3,180,899.36 5,517,824.09 17,109,685.69
The Chase Manhattan Bank, N.A. 8,410,962.24 3,180,899.36 5,517,824.09 17,109,685.69
The Long-Term Credit Bank of Japan, Ltd. 8,410,962.24 3,180,899.36 5,517,824.09 17,109,685.69
National Westminster Bank USA 8,410,962.24 3,180,899.36 5,517,824.09 17,109,685.69
The Toronto-Dominion Bank 7,916,530.09 2,994,564.36 5,201,028.36 16,112,122.81
Banque Paribas 7,910,923.32 2,981,366.00 5,068,737.95 15,961,027.27
Chemical Bank 8,410,964.21 3,180,904.36 3,854,816.98 15,446,685.55
Sun Life Insurance Co. 0.00 0.00 13,297,673.53 13,297,673.53
Canadian Imperial Bank of Commerce 5,444,366.36 2,062,887.36 3,617,047.21 11,124,300.93
Dresdner Bank AG Chicago Branch 5,444,366.36 2,062,887.36 3,617,047.21 11,124,300.93
The Mitsubishi Trust and Banking 5,444,366.36 2,062,887.36 3,617,047.21 11,124,300.93
Corporation
The Nippon Credit Bank, Ltd. 5,444,366.36 2,062,887.36 3,617,047.21 11,124,300.93
Industrial Bank of Japan, Ltd. 4,086,812.25 3,044,253.36 3,280,697.33 10,411,762.94
The Bank of New York 4,620,312.12 1,752,328.36 3,089,053.90 9,461,694.38
Credit Suisse 4,620,312.12 1,752,328.36 3,089,053.90 9,461,694.38
The First National Bank of Boston 4,620,312.12 1,752,328.36 3,089,053.90 9,461,694.38
Continental Bank N.A. 4,606,344.70 1,747,064.53 3,080,104.92 9,433,514.15
Anchor National Life Insurance Company 7,659,167.67 1,023,133.71 0.00 8,682,301.38
The Northern Trust Company 4,120,273.20 1,552,795.00 2,639,967.76 8,313,035.96
Allstate Life Insurance Company 0.00 0.00 8,219,796.10 8,219,796.10
Prospect Street Senior Portfolio, L.P. 0.00 0.00 4,885,457.60 4,885,457.60
Keyport Life Insurance Co. 0.00 0.00 4,739.870.92 4,739,870.92
Restructured Obligations Backed by 0.00 0.00 4,739.870.92 4,739,870.92
Senior Assets, B.V. (ROSA)
Protective Life Insurance Company 0.00 0.00 4,357,451.98 4,357,451.98
The Travelers Insurance Company and 0.00 0.00 4,357,451.98 4,357,451.98
The Travelers Indemnity Company
The First National Bank of Chicago 500,038.92 0.00 449,086.14 949,125.06
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/21/94 | | | | | | | None on these Dates |
| For Period End: | | 12/31/93 |
| | 9/30/93 | | 3 |
| | 9/10/93 | | 1 |
| | 3/27/92 | | 1 |
| List all Filings |
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