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EXHIBIT 4.7
NINTH AMENDMENT dated as of June 21, 1995,
to the Credit Agreement dated as of August 16, 1988,
as amended and restated as of July 27, 1992, and as
further amended prior to the date hereof (the "Credit
Agreement"), among Northwestern Steel and Wire
Company, an Illinois corporation ("NWS"),
Northwestern Steel and Wire Company (formerly known
as H/N Steel Company, Inc.), a wholly-owned
subsidiary of NWS ("NWS/Texas" and, together with
NWS, the "Borrowers"), the lenders party thereto (the
"Lenders") and Chemical Bank, as Agent for the
Lenders (the "Agent").
The Borrowers have requested, subject to the terms and
conditions set forth herein, that the Lenders approve the amendments to the
Credit Agreement set forth in Section 1 of this Agreement in order to permit
NWS to obtain a Letter or Letters of Credit denominated in currencies other
than U.S. dollars. Accordingly, the Borrowers, the undersigned Lenders and the
Agent agree as follows:
SECTION 1. Amendments. (a) Article I of the Credit Agreement
is hereby amended by inserting the following definitions in the appropriate
alphabetical positions:
"Alternate Currency" shall mean Italian Lire or any other
currency (other than U.S. dollars) approved in writing by the Issuing
Bank and the Required Lenders as an "Alternate Currency" hereunder.
"Alternate Currency Letter of Credit" shall mean a Letter of
Credit that provides for payments of drawings thereunder in an
Alternate Currency.
"Dollar Equivalent" shall mean, on or as of any particular
date with respect to an amount in an Alternate Currency, the amount in
U.S. dollars, as conclusively determined by the Agent, which is
required for the Agent to purchase such Alternate Currency amount on
or as of such date on the basis of the spot exchange rate therefor in
the interbank currency market where the foreign currency and exchange
operations of the Agent are customarily conducted with respect to such
Alternate Currency.
(b) The last sentence of Section 2.17(b) of the Credit
Agreement is hereby amended by inserting at the end of such sentence the words
"or an Alternate Currency".
(c) Section 2.17 of the Credit Agreement is hereby
amended by adding at the end of such Section the following:
(k) In the event that an Alternate Currency Letter of
Credit is issued, the following provisions shall apply:
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(i) Such Alternate Currency Letter of Credit shall
constitute a Letter of Credit for all purposes of
this Agreement and the other Loan Documents.
(ii) For purposes of determining the Letter of
Credit Exposure for any purpose other than expressly
provided below, the amount of such Letter of Credit
and of any unreimbursed Letter of Credit
Disbursements in respect thereof shall be, as of any
date of determination, the Dollar Equivalent of the
Alternate Currency amount thereof at such date.
(iii) For purposes of calculating fees payable under
Section 2.09(a) or 2.17(f), the amount of such Letter
of Credit and of any unreimbursed Letter of Credit
Disbursements in respect thereof shall be the Dollar
Equivalent of the Alternate Currency amount thereof
as of the first Business Day of each month (or the
date on which such Letter of Credit was issued or
such Letter of Credit Disbursement was made, if such
date is more recent than such first Business Day)
during the period for which such fees are being
calculated.
(iv) The obligation of the Borrowers to reimburse
Letter of Credit Disbursements under such Alternate
Currency Letter of Credit, and to pay fees in respect
thereof and interest or other amounts thereon, shall
be payable only in U.S. dollars and shall not be
discharged by paying an amount in an Alternate
Currency. The obligation of the Borrowers to
reimburse any such Letter of Credit Disbursement
shall be in an amount of U.S. dollars equal to the
Dollar Equivalent of the Alternate Currency amount
thereof determined as of the date on which such
Letter of Credit Disbursement is made, and any
interest on the unreimbursed amount thereof shall
accrue on the unreimbursed portion of such Dollar
Equivalent amount.
(v) The obligation of each Lender with a Revolving
Credit Commitment to pay its Applicable Percentage of
any unreimbursed Letter of Credit Disbursement under
such Alternate Currency Letter of Credit shall be
payable only in U.S. dollars and shall be in an
amount equal to such Applicable Percentage of the
Dollar Equivalent amount of such unreimbursed Letter
of Credit Disbursement determined as provided in
clause (iv) above. Under no circumstances shall the
provisions hereof permitting the issuance of
Alternate Currency Letters of Credit be construed, by
implication or otherwise, as imposing any obligation
upon any Lender to make any Loan or other payment
under any Loan Document, or to accept any payment
from the Borrowers in respect of any Obligations, in
any currency other than U.S. dollars, it being
understood that the parties intend all Obligations to
be denominated and payable only in U.S. dollars.
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SECTION 2. Representations and Warranties. The Borrowers
jointly and severally represent and warrant to each of the Lenders that, after
giving effect to this Agreement:
(a) as of the date hereof, there exists no Event of Default or
event which, with notice, lapse of time or both, would constitute an Event of
Default;
(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects on and as of the date hereof except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true and correct in all material respects on and as of such earlier date; and
(c) as of the date hereof, the Borrowers have performed all
obligations to be performed on their part as set forth in the Credit Agreement
and the other Loan Documents.
SECTION 3. Conditions of Effectiveness. This Agreement shall become
effective upon receipt by the Agent (or its counsel) of counterparts of this
Agreement which, when taken together, bear the signatures of each Borrower
and the Required Lenders.
SECTION 4. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Counterparts. This Agreement 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 instrument.
SECTION 6. Agreement. Except as expressly amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
SECTION 7. Expenses. The Borrowers shall pay all reasonable
out-of-pocket expenses incurred by the Agent or any Lender in connection
with this Agreement.
SECTION 8. Headings. The headings of this Agreement are for the
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 9. Capitalized Terms. Unless otherwise specified,
capitalized terms used herein shall have the respective meanings assigned
thereto in the Credit Agreement.
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IN WITNESS WHEREOF, the Borrowers, the Agent and the undersigned
Lenders have caused this Agreement to be duly executed by their duly authorized
officers, all as of the date first above written.
NORTHWESTERN STEEL AND WIRE
COMPANY, an Illinois
corporation,
by __________________________________
Name:
Title:
NORTHWESTERN STEEL AND WIRE
COMPANY, a Texas corporation,
by __________________________________
Name:
Title:
CHEMICAL BANK, in its capacity
as a Lender and as Agent,
by __________________________________
Name:
Title:
MARINE MIDLAND BUSINESS LOANS,
INC.,
by __________________________________
Name:
Title:
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XXXXX FARGO BANK, N.A.,
by __________________________________
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
MITSUI XXXXXX CAPITAL CORP.,
by __________________________________
Name:
Title:
THE TRAVELERS INSURANCE
COMPANY,
by __________________________________
Name:
Title:
THE TRAVELERS INDEMNITY
COMPANY,
by __________________________________
Name:
Title:
THE PHOENIX INSURANCE COMPANY,
by __________________________________
Name:
Title:
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THE TRAVELERS INSURANCE
COMPANY (AS TO SEPARATE
ACCOUNT D),
by __________________________________
Name:
Title:
XXXXXX FINANCIAL, INC.
by __________________________________
Name:
Title:
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