Exhibit 4.11
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NINTH AMENDMENT
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
DATED AS OF APRIL 18, 1997, AS AMENDED
BY AND AMONG
NIAGARA LASALLE CORPORATION
(FORMERLY NIAGARA COLD DRAWN CORP.)
LASALLE STEEL COMPANY
AND
MANUFACTURERS AND TRADERS TRUST COMPANY
CIBC INC.
NATIONAL BANK OF CANADA
CITIZENS BUSINESS CREDIT COMPANY
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
AND
MANUFACTURERS AND TRADERS TRUST COMPANY, AS AGENT
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Effective as of June 28, 2001
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WHEREAS, NIAGARA LASALLE CORPORATION (formerly NIAGARA COLD
DRAWN CORP.), a Delaware corporation, having its principal office at 000
Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx ("NCDC"), LASALLE STEEL COMPANY, a Delaware
corporation, having its principal office at 0000 000xx Xxxxxx, Xxxxxxx,
Xxxxxxx ("LaSalle") (NCDC and LaSalle being collectively referred to as the
"Borrowers", and individually as a "Borrower"), MANUFACTURERS AND TRADERS
TRUST COMPANY, a New York banking corporation having its principal office at
One M&T Plaza, Buffalo, New York ("M&T") and CIBC INC., a Delaware banking
corporation having its principal office at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx ("CIBC") and M&T, as administrative, collateral and documentation agent
(M&T to be referred to in such capacity as "Agent"), are parties to a
Revolving Credit and Term Loan Agreement dated as of April 18, 1997 (the
"Original Agreement", and as subsequently amended as discussed below, the
"Credit Agreement"); and
WHEREAS, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey mutual insurance company having an office at One Gateway Center,
Newark, New Jersey ("Prudential"), NATIONAL BANK OF CANADA, a Canadian
chartered bank having a domestic branch at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx ("NBC"), and CITIZENS BUSINESS CREDIT COMPANY ("Citizens"), having an
office at Six PPG Place, Suite 820, Pittsburgh, Pennsylvania, became parties
to the Original Agreement by assignment of portions of the credit commitments
of various parties thereto (M&T, CIBC, Citizens, Prudential and NBC being
collectively referred to herein as the "Banks", and individually as a "Bank");
and
WHEREAS, the Original Agreement was amended by a First
Amendment dated as of September 4, 1997 for the purpose, among other things,
of providing "Swingline Loans" (as described in the First Amendment) under the
credit facilities provided in the Original Agreement; and
WHEREAS, the Credit Agreement was further amended by a
Second Amendment dated as of December 31, 1997 for the purpose, among other
things, of permitting the Borrowers to apply the "1993 Warrant Forced Exercise
Net Proceeds Amount" to the repayment of the outstanding and unpaid principal
amount of the "Revolving Credit Note" (as such terms are defined in the Credit
Agreement), and to revise the terms of the Credit Agreement with respect to
dividends; and
WHEREAS, the Credit Agreement was further amended with a
Third Amendment effective as of May 15, 1998 for the purpose, among other
things, of reducing the interest payable with respect to "LIBOR Rate Loans"
(as defined in the Credit Agreement), and to provide for the further reduction
of the interest payable with respect to LIBOR Rate Loans upon the conclusion
of a new collective bargaining agreement with LaSalle's hourly employees in
Hammond, Indiana; and
WHEREAS, the Credit Agreement was further amended by a
Fourth Amendment effective as of December 1, 1998 for the purpose, among other
things, of increasing by One Million Dollars ($1,000,000) the amount of
permitted "Capital Expenditures" (as defined in the Credit Agreement) that may
be made by the Borrowers in any "Fiscal Year" (as defined in the Credit
Agreement); and
WHEREAS, the Credit Agreement was further amended by a Fifth
Amendment effective as of May 21, 1999, to, among other things, (a) waive the
requirement for mandatory repayment of principal from "Excess Cash Flow" (as
defined in the Credit Agreement) for the Fiscal Year ended December 31, 1998,
and (b) in connection with a proposed business acquisition by a UK subsidiary
of Niagara Corporation, permit the Borrowers to provide guaranties to certain
banks providing standby letters of credit to support acquisition financing to
such UK subsidiary; and
WHEREAS, the Credit Agreement was further amended by a Sixth
Amendment effective as of December 31, 1999 for the purpose of: (a) reducing
the required ratio of Consolidated Current Assets to Consolidated Current
Liabilities, (b) changing the definition of "Majority Banks"; (c) clarifying
the requirement that the consent of the Majority Banks is required in
connection with any amendment or waiver of any provision of the Credit
Agreement; and (d) extending the termination date of the Revolving Credit
Commitment and the Revolving Credit Note to April 17, 2001; and
WHEREAS, the Credit Agreement was further amended by a
Seventh Amendment effective as of March 31, 2000 to increase the aggregate
amount of all payments under all Capitalized Leases and payments under
operating leases, equipment leases or other leases of real or personal
property that may be made by Borrowers and their Subsidiaries in any Fiscal
Year without the prior written consent of the Agent from $800,000 to
$2,000,000; and
WHEREAS, the Credit Agreement was further amended by an
Eighth Amendment effective as of June 8, 2000 to extend the termination date
of the Revolving Credit Commitment and the Revolving Credit Note to April 18,
2002; and
WHEREAS, the Borrowers have requested that the Agent and the
Banks further amend the Credit Agreement for the purpose of, among other
things, extending the termination date of the Revolving Credit Commitment and
the Revolving Credit Note to December 31, 2002, to increase the interest
payable with respect to "LIBOR Rate Loans" (as defined in the Credit
Agreement), and to clarify that the limitation on the amount that may be
provided to Niagara Corporation (the parent company of the Borrowers) as a
dividend is intended to include the proceeds of loans made under the Revolving
Credit Facility that may be advanced to Niagara Corporation.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Each reference to the date "April 18, 2002" in the definition of
"Revolving Credit Termination Date" contained in Subsection 1.1 of the Credit
Agreement is hereby deleted in its entirety and replaced with the date
"December 31, 2002".
2. The definition of "LIBOR Increment" contained in Subsection 1.1 of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
"LIBOR Increment": means with respect to (a) the Revolving Credit
Loan, 200 basis points, and (b) the Term Loan, 235 basis points.
3. Clause (b) of Subsection 6.12 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
"(b) to Niagara to the extent the amount of any such payment does not
exceed, either individually or when aggregated with (i) all such other
payments made to Niagara pursuant to this Subsection 6.12(b) (and specifically
excluding any payment made to Niagara pursuant to the provisions of Subsection
6.12(a) above), and (ii) all amounts loaned to Niagara as permitted pursuant
to Subsection 6.10(h), an amount equal to Ten Million Dollars ($10,000,000)."
4. This Ninth Amendment shall be effective as of June 28, 2001.
5. All capitalized terms used herein (including the introductory
recitations above), unless otherwise defined herein, have the same meaning
provided therefor in the Credit Agreement.
6. The amendments set forth herein are limited precisely as written and
shall not be deemed to (a) be a consent to or a waiver of any other term or
condition of the Credit Agreement or any of the documents referred to therein,
or (b) prejudice any right or rights which the Agent or any Bank may now have
or may have in the future under or in connection with the Credit Agreement or
any documents referred to therein. Whenever the Credit Agreement is referred
to in the Credit Agreement or in any of the instruments, agreements or other
documents or papers executed and delivered in connection therewith, it shall
be deemed to mean the Credit Agreement as modified by all amendments thereto,
including this Ninth Amendment.
7. The Borrowers hereby represent and warrant, jointly and severally,
that upon giving effect to the terms and provisions of this Ninth Amendment no
default or Event of Default shall have occurred and be continuing under the
terms of the Credit Agreement.
8. This Ninth Amendment may be executed by one or more of the parties to
this Ninth Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Ninth Amendment to be duly executed and delivered by their respective duly
authorized officers.
NIAGARA LASALLE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
LASALLE STEEL COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
CIBC INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Executive Director
CIBC World Markets Corp., As Agent
CITIZENS BUSINESS CREDIT COMPANY
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ X.X. Xxxx
Name: X.X. Xxxx
Title: Vice President & Manager
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY, AS AGENT
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
ACKNOWLEDGMENT
By executing below, Niagara Corporation hereby consents and agrees to the
terms and conditions contained in this Ninth Amendment and hereby reaffirms
its obligations and liabilities pursuant to the terms of the Unconditional and
Continuing Guaranty Agreement by and between Niagara Corporation and
Manufacturers and Traders Trust Company, as Agent dated as of April 18, 1997:
NIAGARA CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
