Exhibit 4.16
DATED 21 FEBRUARY 2002
(1) NATIONAL WESTMINSTER BANK PLC
and
(2) NIAGARA LASALLE (UK) LIMITED
--------------------------
THIRD AMENDMENT AGREEMENT
relating to a bank facilities agreement
dated 21 May 1999
--------------------------
EVERSHEDS
000 Xxxxxxx Xxx
Xxxxxxxxxx
X0 0XX
Tel. 0000 000 0000
Fax. 0000 000 0000
Ref: DAA/PAJ
CONTENTS
1.INTERPRETATION............................................................1
2.AMENDMENT.................................................................1
3.CONFIRMATIONS.............................................................1
4.REPRESENTATIONS...........................................................2
5.MISCELLANEOUS.............................................................2
SCHEDULE - AMENDMENTS TO THE BANK FACILITIES AGREEMENT......................3
THIS AMENDMENT AGREEMENT is made on 21st February 2002
BETWEEN:
(1) NATIONAL WESTMINSTER BANK PLC a company incorporated in England
and Wales acting through its office at XX Xxx 0000, 000 Xxxxxxx
Xxx, Xxxxxxxxxx X0 0XX (the "Bank"); and
(2) NIAGARA LASALLE (UK) LIMITED a company incorporated in England
and Wales with Company Number 3725308 and whose registered
office is situate at Victoria Steel Works, Bull Lane, Moxley,
Wednesbury, West Midlands WS10 8RS (the "Borrower");
WHEREAS:
(A) Pursuant to a bank facilities agreement dated 21 May 1999,
between the Bank and the Borrower (the "Facilities Agreement")
the Bank agreed to make available to the Borrower certain
facilities.
(B) The Facilities Agreement was amended with effect on and from 30
June 2000 pursuant to an Amendment Agreement dated 11 September
2000 (the "First Amendment").
(C) The Facilities Agreement was further amended with effect on and
from 30 June 2001 pursuant to an Amendment Agreement dated 16
July 2001 (the "Second Amendment").
(D) The Borrower and the Bank have subsequently agreed to certain
further amendments to the Facilities Agreement.
NOW IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
In this Amendment Agreement (except where the context
otherwise requires or there is express provision herein
to the contrary) all terms and expressions used in this
Amendment Agreement shall have the meanings given to such
terms and expressions in the Facilities Agreement, as
amended.
1.2 Interpretation
Clauses 1.2 - 1.12 (inclusive) of the Facilities
Agreement, as amended shall be deemed to be incorporated
in this Amendment Agreement as if set out in full herein,
with all necessary changes.
2. AMENDMENT
As of and with effect from 31 December 2001, the Facilities
Agreement shall be amended in accordance with the amendments set
out in the attached Schedule.
3. CONFIRMATIONS
3.1 Save as expressly amended by the First and Second
Amendments and this Amendment Agreement, the Facilities
Agreement shall remain in full force and effect.
3.2 Each of the parties hereto confirms that notwithstanding
the amendment of the Facilities Agreement, each of the
Lending Documents to which it is a party remains in full
force and effect and will continue to secure the
obligations of the Borrower under the Facilities
Agreement as so amended, and that as and from the date of
this Amendment Agreement any and all references in each
of the Lending Documents to the Facilities Agreement
will, where applicable, be construed as references to the
Facilities Agreement as amended by the First and Second
Amendments and this Amendment Agreement.
3.3 This Agreement shall be a Lending Document.
4. REPRESENTATIONS
The Borrower hereby represents and warrants to the Bank that
save as expressly varied or amended by the First and Second
Amendments and this Amendment Agreement the representations and
warranties referred to in Clauses 8.1 and 8.2 of the Facilities
Agreement are correct on the date hereof.
5. MISCELLANEOUS
5.1 This Amendment Agreement may be executed in several
counterparts and any single counterpart or set of
counterparts, signed in either case by all of the
parties, shall be deemed to be an original, and all taken
together shall constitute one and the same instrument.
5.2 This Amendment Agreement shall be governed by and
construed in accordance with English law.
5.3 The Borrower shall be responsible for, on an indemnity
basis, the Bank's (and any of its advisers') costs
including any VAT and disbursements incurred in
connection with this Amendment Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Amendment Agreement
to be duly executed the day and year first above written.
SCHEDULE
Amendments to the Facilities Agreement
With effect on and from 31 December 2001 the Facilities Agreement shall be
further amended as set out in this Schedule. All references in this
Schedule to clause numbers are references to clauses in the Facilities
Agreement as amended and all references to paragraph numbers are references
to paragraphs of this Schedule.
The existing Clause 9.3.2 (Adjusted Tangible Net Worth) contained in the
Facilities Agreement shall be amended by the replacement of the figure
"(pound)10,000,000" in the final row of column C with the figure
"(pound)8,500,000". For the avoidance of doubt, the effect of this
amendment is such that the Borrower undertakes to the Bank that Adjusted
Tangible Net Worth will not be less than (pound)8,500,000 on 31 December
2001 and thereafter.
SIGNED BY /s/ Xxxxxxx Xxxx Xxxxxxxx SIGNED BY /s/ Xxxxx Xxxxxxx
-------------------------- ------------------
for and on behalf of for and on behalf of
NIAGARA LASALLE (UK) Limited NATIONAL WESTMINSTER BANK PLC
AGREED
/s/ Xxxxxx X. Xxxx, Vice President
--------------
Xxxxxx X. Xxxx
For and on behalf of
M & T Bank
