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EXHIBIT 4.1
CONFORMED COPY
AMENDMENT AND RESTATEMENT AGREEMENT (this
"Amendment and Restatement") dated of as of April 23,
1999, relating to the Amended and Restated Credit
Agreement dated as of August 16, 1988, as amended and
restated as of April 30, 1996 (the "Credit
Agreement"), among NORTHWESTERN STEEL AND WIRE
COMPANY (as successor, by merger, to NW Acquisition
Corporation), an Illinois corporation ("NWS"),
NORTHWESTERN STEEL AND WIRE COMPANY (formerly known
as H/N Steel Company, Inc.), a Texas corporation and
a direct, wholly owned subsidiary of NWS (together
with NWS, the "Borrowers"), the Lenders (as defined
in Article I of the Credit Agreement), and THE CHASE
MANHATTAN BANK (formerly Chemical Bank), a New York
banking corporation, as issuing bank, as
administrative agent for the Lenders (in such
capacity, the "Administrative Agent") and as
collateral agent for the Lenders.
A. The Borrowers (such term and each other capitalized term
used but not defined herein having the meanings assigned to such terms in the
Credit Agreement) has requested that the Lenders approve amendments to certain
provisions of the Credit Agreement and a restatement of the Credit Agreement to
incorporate such amendments.
B. The undersigned Lenders are willing, on the terms and
subject to the conditions set forth herein, to approve such amendments and such
restatement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment and Restatement. Upon the effectiveness
of this Amendment and Restatement as provided in Section 4 below, the Credit
Agreement shall be amended and restated in the form resulting from the following
revisions:
(a) Article I of the Credit Agreement is hereby amended by
inserting the following new definition in the appropriate alphabetical order:
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"'Amendment Effective Date' shall mean April 23, 1999."
(b) Category (1) of the definition of "Applicable Margin" in
Article I of the Credit Agreement is hereby amended by deleting the text of such
category and replacing it with the following:
Category Ratio Eurodollar ABR LC
-------- ----- Spread Spread Participation
------ ------ Fee
Percentage
----------
(1) Greater than 2.75 to 1.0
but less than or equal to
3.25 to 1.0 2.50% 1.50% 2.50%
Greater than 3.25 to 1.0
but less than or equal to
3.5 to 1.0 2.75% 1.75% 2.75%
Greater than 3.5 to 1.0 3.00% 2.00% 3.00%
(c) A new Section 5.14 is hereby added to the Credit Agreement
as follows:
"SECTION 5.14. Complete, at the Borrower's expense, a
collateral examination by the Collateral Agent and/or its representatives within
90 days after the Amendment Effective Date."
(d) Section 6.15 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof: "For purposes of
determining compliance herewith, (a) Consolidated Cash Flow Available for Fixed
Charges will be determined after adding back the non-recurring charges taken in
the fiscal quarters ended November 30, 1998, and April 30, 1999, and (b) the
required ratio will be 3.0 to 1.0 as of April 30, 1999, and 1.15 to 1.0 as of
July 31, 1999."
(e) A new Section 6.19 is hereby added to the Credit Agreement
as follows:
"SECTION 6.19. Permit the total Revolving Credit Exposure to
be greater than $30,000,000 for the period beginning on the Amendment Effective
Date and ending on the date that the Borrower delivers its consolidated
financial statements for the fiscal quarter ending October 31, 1999."
(f) Section 6.05 of the Credit Agreement is hereby amended by
(x) deleting the "or" at the end of clause (a)(i) thereof and replacing it with
a comma, (y) inserting immediately after clause (a)(i) thereof the following:
"(ii) the sale of the Kentucky Plant" and (z) replacing the "(ii)" in front of
"Permitted Acquisitions" with a "(iii)".
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SECTION 2. Representations and Warranties. The Borrowers
represent and warrant to each of the Lenders that, after giving effect to the
amendment and restatement contemplated hereby:
(a) The representations and warranties set forth in the Loan
Documents are true and correct in all material respects on and as of
the date of this Amendment and Restatement, except to the extent such
representations and warranties expressly relate to an earlier date.
(b) NWS and its Subsidiaries after giving effect to this
Amendment and Restatement are in compliance in all material respects
with all the terms and provisions contained in the Credit Agreement and
in the other Loan Documents required to be observed or performed.
(c) After giving effect to this Amendment and Restatement, no
Event of Default or event which with notice or lapse of time or both
would constitute an Event of Default has occurred and is continuing.
SECTION 3. Amendment and Restatement Fee. The Borrowers agree
to pay to the Administrative Agent, for the account of each Lender that executes
and delivers to the Administrative Agent (or its counsel) a counterpart of this
Amendment and Restatement, an amendment and restatement fee equal to 0.15%
multiplied by the sum of such Lender's outstanding Revolving Credit Commitment;
provided that the Borrowers shall not be required to pay such amendment and
restatement fee (i) to any Lender that has not so executed and delivered a
counterpart of this Amendment and Restatement on or before April 23, 1999, or
(ii) to any Lender unless and until this Amendment and Restatement becomes
effective. Such amendment and restatement fees shall be due and payable (a) at
the time that this Amendment and Restatement becomes effective, with respect to
each Lender that is entitled to receive an amendment and restatement fee at such
time, or (b) within two Business Days after such Lender executes and delivers a
counterpart of this Amendment and Restatement entitling it to receive such
amendment and restatement fee, in the case of each other Lender.
SECTION 4. Conditions to Effectiveness. This Amendment and
Restatement shall become effective as of April 23, 1999, only when each of the
following conditions has
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been satisfied: (a) the Administrative Agent (or its counsel) shall have
received counterparts of this Amendment and Restatement which, when taken
together, bear the signatures of the Borrowers and the Required Lenders
(delivery of an executed counterpart by telecopy being effective as manual
delivery) and (b) the Administrative Agent shall have received payment for the
account of each Lender then entitled thereto of the amendment and restatement
fees payable under Section 3 of this Amendment and Restatement. The
Administrative Agent shall notify the Borrowers and the Lenders when this
Amendment and Restatement becomes effective.
SECTION 6. Applicable Law. THIS AMENDMENT AND RESTATEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
SECTION 7. Agreement. Except as expressly set forth herein,
the Credit Agreement shall continue in full force and effect in accordance with
the terms and provisions thereof on the date hereof.
SECTION 8. Counterparts. This Amendment and Restatement 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 contract.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed by their respective authorized
officers as of the day and year first written above.
NORTHWESTERN STEEL AND WIRE COMPANY,
an Illinois corporation,
by
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
NORTHWESTERN STEEL AND WIRE COMPANY,
a Texas corporation,
by
/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK,
in its capacity as a Lender
and as Administrative Agent,
collateral agent and issuing bank,
by
/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.,
by
/s/ Xxxx X. Xxxxxxx
---------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
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XXXXXX FINANCIAL, INC.,
by
/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Assistant Vice President
SOCIETE GENERALE,
by
/s/ Xxxxxxx X. Xxx
-----------------------
Name: Xxxxxxx X. Xxx
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
by
/s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
CIT GROUP/BUSINESS CREDIT, INC.
by
/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
