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Exhibit 4.12
TENTH 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 December 31, 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 Credit Agreement was further amended by a
Ninth Amendment effective as of June 28, 2001 for the purpose of: (a)
extending the termination date of the Revolving Credit Commitment and the
Revolving Credit Note to December 31, 2002, (b) increasing the interest
payable with respect to "LIBOR Rate Loans" (as defined in the Credit
Agreement), and (c) clarifying 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; and
WHEREAS, the Borrowers have requested that the Agent and
the Banks further amend the Credit Agreement for the purpose of, among
other things: (a) extending the termination date of the Revolving Credit
Commitment and the Revolving Credit Note to July 31, 2003, (b) increasing
the interest payable with respect to the "Loans" (as such terms is defined
in the Credit Agreement), and (c) reducing the required ratio of
Consolidated Current Assets to Consolidated Current Liabilities.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Each reference to the date "December 31, 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 "July 31, 2003".
2. The definition of "Adjusted Prime Rate" contained in Subsection
1.1 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:
"Adjusted Prime Rate": means (a) with respect to any
Revolving Credit Loan, the Prime Rate plus 75 basis points, and
(b) with respect to the Term Loan, the Prime Rate plus 100 basis
points.
3. 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, 250 basis points, and (b) the Term Loan,
285 basis points.
4. Subsection 6.3(b) is hereby amended to read in its entirety as
follows:
"Permit, as of the last day of any calendar quarter, the ratio of
Consolidated Current Assets to Consolidated Current Liabilities of
the Borrowers to be less than 1.4 to 1.0; and"
5. This Tenth Amendment shall be effective as of December 31,
2001.
6. All capitalized terms used herein (including the introductory
recitations above), unless otherwise defined herein, have the same meaning
provided therefor in the Credit Agreement.
7. 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 Tenth
Amendment.
8. The Borrowers hereby represent and warrant, jointly and
severally, that upon giving effect to the terms and provisions of this
Tenth Amendment no default or Event of Default shall have occurred and be
continuing under the terms of the Credit Agreement.
9. This Tenth Amendment may be executed by one or more of the
parties to this Tenth Amendment on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Tenth Amendment to be duly executed and delivered by their respective duly
authorized officers.
NIAGARA LASALLE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
LASALLE STEEL COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
CIBC INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
CITIZENS BUSINESS CREDIT COMPANY
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By:________________________________
Name:
Title:
NATIONAL BANK OF CANADA
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Assistant Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY, AS AGENT
By: /s/ Xxxxxx X. Xxxx
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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 Tenth 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/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
