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EXHIBIT 4.48
October 27, 1998
SEVENTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT ("AMENDMENT")
Insteel Industries, Inc.
0000 Xxxxx Xxxxx
Xxxxx Xxxx, Xxxxx Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit
Agreement, dated January 26, 1996, as amended by First Amendment thereto, dated
April 11, 1997, by Second Amendment thereto, dated as of April 30, 1997, by
Third Amendment thereto, dated November 17, 1997, by Fourth Amendment thereto,
dated January 6, 1998, by Fifth Amendment thereto, dated as of March 27, 1998,
and by Sixth Amendment thereto, dated August 7, 1998 (the Amended and Restated
Credit Agreement, as modified, amended, supplemented or restated from time to
time, being hereinafter called the "Credit Agreement"), between Insteel
Industries, Inc., a North Carolina corporation ("Borrower"), and First Union
National Bank ("Bank"), pursuant to which Bank has agreed to extend to Borrower,
upon the terms and subject to the conditions contained therein, a credit
facility of up to the sum of $60,000,000, as more particularly set forth
therein. All capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Credit Agreement.
Borrower has requested that Bank amend the definition of "EBITDA", and to
accomplish the foregoing purpose, Borrower and Bank hereby agree to amend
Section 1.1, Defined Terms, of the Credit Agreement effective as of the Fiscal
Quarter ending October 3, 1998 as follows:
(a) The definition of "EBITDA" is amended in its entirety to read as
follows:
"EBITDA" shall mean with respect to the Fiscal Quarter then ended and
the immediately preceding three (3) Fiscal Quarters, Operating Income, plus
depreciation, amortization, gains on the sale of the agricultural fencing
product line and pension plan termination of Borrower and its Subsidiaries
for such fiscal period minus (a) Operating Income plus depreciation and
amortization for such fiscal period of any Subsidiary of Borrower accrued
prior to the date it became a Subsidiary, (b) Operating Income plus
depreciation and amortization for such fiscal period of any corporation,
substantially all of the assets of which have been
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EXHIBIT 4.48
Insteel Industries, Inc.
October 27, 1998
Page 2
acquired in any manner by Borrower or any of its Subsidiaries, realized by
such corporation prior to the date of such acquisition, and (c) Operating
Income plus depreciation and amortization for such fiscal period of any
Person to which the assets of Borrower or any of its Subsidiaries shall
have been sold, transferred or disposed of, or into which Borrower or any
of its subsidiaries shall have been merger, or been a party to any
consolidation or other form of reorganization, prior to the date of such
transaction.
(b) The following definition is added in the appropriate alphabetical
sequence:
"Operating Income" shall mean, for any fiscal period, the operating
income (or loss) for such fiscal period of Borrower and its subsidiaries as
reflected on the financial statements of Borrower and its Subsidiaries
delivered to Bank pursuant to Section 7.3 of this Agreement, determined in
accordance with Generally Accepted Accounting Principles consistently
applied.
Except as expressly amended herein, the Credit Agreement and each of the
other Loan Documents and each and every term and provision thereof shall remain
in full force and effect in accordance with the provisions thereof.
This Amendment shall be governed by and construed in accordance with the
internal laws and judicial decisions of the State of North Carolina.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH
WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS.
If this letter correctly states our agreement as to the matters set forth
herein, please so indicate in the space provided below for your signature and
return an executed copy of this Amendment to us.
Yours very truly,
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx Xx.
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Title: Vice President
[signatures continued on next page]
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EXHIBIT 4.48
Insteel Industries, Inc.
October 27, 1998
Page 3
AGREED TO AND ACCEPTED THIS
27TH DAY OF OCTOBER, 1998.
INSTEEL INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer and Treasurer
