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EXHIBIT 4.5
SEVENTH AMENDMENT dated as of March 31,
1995, to the Credit Agreement dated as of August 16,
1988, as amended and restated as of July 27, 1992,
and as further amended prior to the date hereof (the
"Credit Agreement"), among Northwestern Steel and
Wire Company, an Illinois corporation ("NWS"),
Northwestern Steel and Wire Company (formerly known
as H/N Steel Company, Inc.), a wholly-owned
subsidiary of NWS ("NWS/Texas" and, together with
NWS, the "Borrowers"), the lenders party thereto (the
"Lenders") and Chemical Bank, as Agent for the
Lenders (the "Agent").
The Borrowers have requested, subject to the terms and
conditions set forth herein, that the Lenders approve the amendments to the
Credit Agreement set forth in Section 1 of this Agreement in order to permit
NWS to establish a subsidiary that will construct, own and operate a wire mesh
plant in the State of Kentucky. Accordingly, the Borrowers, the undersigned
Lenders and the Agent agree as follows:
SECTION 1. Amendments. (a) Article I of the Credit
Agreement is hereby amended by inserting the following definitions in their
appropriate alphabetical positions:
"Kentucky Plant" shall mean the wire mesh plant
located in the State of Kentucky to be constructed, owned and
operated by the Kentucky Subsidiary.
"Kentucky Subsidiary" shall mean a wholly-owned
subsidiary of NWS to be established for the purpose of
constructing, owning and operating the Kentucky Plant.
(b) The definition of "Excess Cash Flow" in Article I of
the Credit Agreement is hereby amended by inserting at the end of clause (iii)
thereof the phrase "or any Indebtedness of the Kentucky Subsidiary to either
Borrower".
(c) Clause (e) of Section 5.05 of the Credit Agreement is
hereby amended by (i) deleting the words "within three Business Days after the
end of each week and" at the beginning of such clause, and (ii) deleting the
proviso to such clause that was added thereto pursuant to the Fifth Amendment
dated as of June 7, 1994, to the Credit Agreement.
(d) Section 6.01 of the Credit Agreement is hereby
amended by inserting in clause (g) thereof, after the reference to
"NWS/Delaware", the words "or the Kentucky Subsidiary".
(e) Section 6.06 of the Credit Agreement is hereby
amended by inserting in clause (v) thereof, after the reference to "NWS/Texas",
the words "or the Kentucky Subsidiary".
(f) Section 6.16 of the Credit Agreement is hereby
amended by (i) inserting at the end of the first parenthetical clause therein
the phrase "and (c) the Kentucky Subsidiary" and (ii) inserting the following
proviso at the end of the existing proviso to such Section:
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; and provided further that (1) the sole business activity of the
Kentucky Subsidiary shall be the acquisition, construction, ownership
and operation of the assets comprising the Kentucky Plant and (2) the
Kentucky Subsidiary shall not incur any Indebtedness other than
Indebtedness owed to NWS or NWS/Texas and Indebtedness consisting of a
Guarantee of the Obligations.
SECTION 2. Certain Agreements Regarding Kentucky Subsidiary.
The Borrowers agree that (a) promptly following creation of the Kentucky
Subsidiary (i) NWS will pledge, pursuant to the Pledge Agreement, all the
outstanding shares of capital stock of the Kentucky Subsidiary, (ii) the
Kentucky Subsidiary will Guarantee the Obligations pursuant to a guarantee
agreement satisfactory in form and substance to the Agent and (iii) the
Kentucky Subsidiary will become a party to the Security Agreement pursuant to
an amendment or supplement thereto satisfactory in form and substance to the
Collateral Agent, and shall take such action as shall be necessary, or as the
Collateral Agent shall reasonably request, to perfect the liens and security
interests granted thereunder, (b) any loans made by NWS or NWS/Texas to the
Kentucky Subsidiary will be evidenced by promissory notes pledged pursuant to
the Pledge Agreement and (c) the Borrowers will not permit the Kentucky
Subsidiary to enter into any agreement or become subject to any other
restriction that would impair the ability of the Kentucky Subsidiary to
mortgage the Kentucky Plant to secure the obligations, if requested to do so by
the Required Lenders following completion of the Kentucky Plant.
SECTION 3. Representations and Warranties. The Borrowers
jointly and severally represent and warrant to each of the Lenders that, after
giving effect to this Agreement:
(a) as of the date hereof, there exists no Event of
Default or event which, with notice, lapse of time or both, would constitute an
Event of Default;
(b) all representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct in all
material respects on and as of the date hereof except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true and correct in all material respects on and as of such
earlier date; and
(c) as of the date hereof, the Borrowers have performed
all obligations to be performed on their part as set forth in the Credit
Agreement and the other Loan Documents.
SECTION 4. Conditions of Effectiveness. This Agreement shall
become effective upon receipt by the Agent (or its counsel) of counterparts of
this Agreement which, when taken together, bear the signatures of each Borrower
and the Required Lenders.
SECTION 5. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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SECTION 6. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one instrument.
SECTION 7. Agreement. Except as expressly amended hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.
SECTION 8. Expenses. The Borrowers shall pay all reasonable
out-of-pocket expenses incurred by the Agent or any Lender in connection with
this Agreement.
SECTION 9. Headings. The headings of this Agreement are for
the purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 10. Capitalized Terms. Unless otherwise specified,
capitalized terms used herein shall have the respective meanings assigned
thereto in the Credit Agreement.
IN WITNESS WHEREOF, the Borrowers, the Agent and the
undersigned Lenders have caused this Agreement to be duly executed by their
duly authorized officers, all as of the date first above written.
NORTHWESTERN STEEL AND WIRE COMPANY,
an Illinois corporation,
by _____________________________________
Name:
Title:
NORTHWESTERN STEEL AND WIRE COMPANY,
a Texas corporation,
by ______________________________________
Name:
Title:
CHEMICAL BANK, in its capacity as a
Lender and as Agent,
by ____________________________________
Name:
Title:
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MARINE MIDLAND BUSINESS LOANS, INC.,
by ___________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
by ___________________________________
Name:
Title:
THE TRAVELERS INSURANCE COMPANY,
by __________________________________
Name:
Title:
THE TRAVELERS INDEMNITY COMPANY,
by __________________________________
Name:
Title:
THE PHOENIX INSURANCE COMPANY,
by __________________________________
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
(AS TO SEPARATE ACCOUNT D),
by __________________________________
Name:
Title:
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XXXXXX FINANCIAL, INC.,
by ___________________________________
Name:
Title:
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