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SIXTH 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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Executed January 14, 2000
Effective as of December 31, 1999
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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
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 (the "First Amendment") 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 Original Agreement was further amended by a
Second Amendment dated as of December 31, 1997 (the "Second Amendment") 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 Original Agreement), and to revise the terms
of the Original Agreement with respect to dividends; and
WHEREAS, the Original Agreement was fruther amended with
a Third Amendment effective as of May 15, 1998 (the "Third Amendment") for
the purpose, among other things, of reducing the interest payable with
respect to "LIBOR Rate Loans" (as defined in the Original 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 Original Agreement was further amended by a
Fourth Amendment effective as of December 1, 1998 (the "Fourth Amendment")
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 Original Agreement) that may be made by the Borrowers in any "Fiscal
Year" (as defined in the Original Agreement); and
WHEREAS, the Original 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 Original 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 Borrowers have requested the agent and the
Banks to further amend the Original Agreement as heretofore amended (as
amended, the "Credit Agreement") 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.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. The definition of "Majority Banks" contained in
Subsection 1.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"Majority Banks": means at any time the Banks holding at
least eighty-ninety percent (89%) of the then aggregate
Revolving Credit Commitment and Term Loan Commitment,
provided, that if the Revolving Credit Commitment and the
Term Loan Commitment shall have been terminated in full,
"Majority Banks" shall mean the Banks holding, or holding
participation interests pursuant to Subsection 9.2(d) in,
at least eighty-nine percent (89%) of the aggregate of
the then outstanding and unpaid principal amounts of the
Notes."
2. The definition of "Revolving Credit Termination Date" contained
in Subsection 1.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"Revolving Credit Termination Date": means (a) with
respect to each Prime Revolver Loan, the date that is the
last day of the thirty (30) day period commencing with
such Prime Revolver Loan's Borrowing Date, but in no
event later than April 17, 2001, and (b) with respect to
the Revolving Credit Commitment and the Revolving Credit
Note, April 17, 2001."
3. Subsection 6.3(b) of the Credit Agreement 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 1.6
to 1.0; and"
4. Subsection 9.3 of the Credit Agreement is hereby amended
to read in its entirety as follows:
9.3 "Amendments, Waivers and Consents. No amendment or
waiver of any provision of this Agreement, the Revolving
Credit Note, the Term Loan Note or any other Loan
Document, nor consent to any departure by a Borrower,
Guarantor, or Subsidiary of a Borrower or Guarantor,
therefrom, shall in any event be effective unless the
same shall have been approved in writing by the Majority
Banks, and then such waiver or consent shall be effective
only in the specific instance and for the specific
purpose for which given."
5. This Sixth Amendment shall be effective as of December
31, 1999.
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 Sixth
Amendment.
8. The Borrowers hereby represent and warrant, jointly and
severally, that upon giving effect to the terms and provisions of this
Sixth Amendment no default or Event of Default shall have occurred and be
continuing under the terms of the Credit Agreement.
9. This Sixth Amendment may be executed by one or more of
the parties to this Sixth 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
Sixth 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
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
CIBC INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx
Title: Executive Director
CITIZENS BUSINESS CREDIT COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ X. Xxxxx
---------------------------------
Name: X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Marketing Officer
MANUFACTURERS AND TRADERS
TRUST COMPANY, AS AGENT
By: /s/ Xxxxxx X. Xxxx
---------------------------------
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 Sixth 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/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
