EXHIBIT 4.8
THIRD AMENDMENT
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
DATED AS OF APRIL 18, 1997
BY AND AMONG
NIAGARA LASALLE CORPORATION
(FORMERLY NIAGARA COLD DRAWN CORP.),
LASALLE STEEL COMPANY
AND
MANUFACTURERS AND TRADERS TRUST COMPANY,
CIBC INC.
AND
NATIONAL CITY BANK
AND
MANUFACTURERS AND TRADERS TRUST COMPANY, AS AGENT
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Effective as of May 15, 1998
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"), CIBC INC., a Delaware
banking corporation having its principal office at 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx ("CIBC") and NATIONAL CITY BANK, a national banking
association having its principal office at National City Center, 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx ("National"), 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") and THE NATIONAL BANK OF CANADA, a
Canadian chartered bank having a domestic branch at 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx ("NBC"), became parties to the Original Agreement by
assignment of portions of the credit commitments of various parties thereto
(M&T, CIBC, National, Prudential and NBC being collectively referred to
herein as the "Banks", and individually as a "Bank"); and
WHEREAS, the Borrowers, the Banks and the Agent amended the
Original Agreement with 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 Borrowers, the Banks and the Agent amended the
Original Agreement with a Second Amendment dated as of December 31, 1997
(the "Second Amendment") (the Original Agreement together with the First
Amendment and the Second Amendment to be collectively referred to as the
"Credit Agreement") 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 Borrowers have requested that the Agent and the
Banks amend certain provisions of the Credit Agreement, the Revolving
Credit Note and the Term Loan Note in order to reduce 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 union agreement
covering employees in Hammond, Indiana, and the Banks and the Agent have
agreed to amend the Credit Agreement accordingly.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The definition of "LIBOR Increment" shall be deleted in its
entirety and replaced with the following:
"LIBOR Increment": with respect to (a) the Revolving Credit
Loan, 200 basis points, and (b) the Term Loan, 235 basis points; provided,
however, that in the event the Borrowers shall provide the Agent with
evidence satisfactory in the Agent's sole discretion that both LaSalle and
the Progressive Steelworker's of Hammond, Inc. have executed a collective
bargaining agreement covering LaSalle's employees employed at LaSalle's
Hammond, Indiana facility, the LIBOR Increment with respect to (1) the
Revolving Credit Loan shall mean 175 basis points, and (2) the Term Loan
shall mean 210 basis points, as of the date of the acceptance of such
evidence by the Agent.
2. This Third Amendment shall be effective as of May 15, 1998.
3. All capitalized terms used herein, unless otherwise defined
herein, have the same meaning provided therefor in the Credit
Agreement.
4. 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 this Third Amendment.
5. The Borrowers hereby represent and warrant, jointly and
severally, that upon giving effect to the terms and provisions of
this Third Amendment no default or Event of Default shall have
occurred and be continuing under the terms of the Credit Agreement.
6. This Third Amendment may be executed by one or more the
parties to this Third 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
Third 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/ E.L. Xxxxxx
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Name: E.L. Xxxxxx, Executive Director
Title: CIBC Xxxxxxxxxxx, AS AGENT
NATIONAL CITY BANK
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
THE NATIONAL BANK OF CANADA
By: /s/ X. Xxxxx
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Name: X. Xxxxx
Title: Vice President and Manager
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: 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