EXHIBIT 4.9
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SEVENTH 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 April 18, 2000
Effective as of March 31, 2000
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WHEREAS, NIAGARA LASALLE CORPORATION (formerly NIAGARA
COLD DRAWN CORP.), a Delaware corporation, having its principal office at
110 Hopkins Street, Buffalo, New York ("NCDC"), LASALLE STEEL COMPANY, a
Delaware corporation, having its principal office at 1412 150th Street,
Hammond, Indiana ("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 425 Lexington
Avenue, New York, New York ("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 125 West 55th Street, New York,
New York ("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 further 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 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 Original Agreement was further amended by a
Sixth Amendment effective as of December 31, 1999, to, among other things,
(a) reduce the required ratio of Consolidated Current Assets to
Consolidated Current Liabilities, (b) change the definition of "Majority
Banks," (c) clarify 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) extend the termination date of the Revolving
Credit Commitment and the Revolving Credit Note to April 17, 2001; 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 increasing 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.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Subsection 6.1(e) of the Credit Agreement is hereby amended to read in
its entirety as follows:
"(e) Indebtedness of the of the Borrowers and their
Subsidiaries under all Capitalized Leases and payments
under operating leases, equipment leases or other leases
of real or personal property; provided that the aggregate
amount of all payments under all such Capitalized Leases
and leases in any Fiscal Year does not exceed Two Million
Dollars ($2,000,000); and"
2. This Seventh Amendment shall be effective as of March 31, 2000.
3. All capitalized terms used herein (including the introductory
recitations above), 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 all amendments
thereto, including this Seventh Amendment.
5. The Borrowers hereby represent and warrant, jointly and severally, that
upon giving effect to the terms and provisions of this Seventh
Amendment no default or Event of Default shall have occurred and be
continuing under the terms of the Credit Agreement.
6. This Seventh Amendment may be executed by one or more of the parties to
this Seventh 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
Seventh Amendment to be duly executed and delivered by their respective
duly authorized officers.
NIAGARA LASALLE CORPORATION
By: /s/ Raymond Rozanski
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Name: Raymond Rozanski
Title: Executive Vice President
LASALLE STEEL COMPANY
By: /s/ Raymond Rozanski
--------------------------
Name: Raymond Rozanski
Title: Executive Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ Robert J Kush
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Name: Robert J. Kush
Title: Vice President
CIBC INC.
By: /s/ William J. Koslo, Jr.
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Name: William J. Koslo, Jr.
Title: Executive Director
CITIZENS BUSINESS CREDIT COMPANY
By: /s/ Ronald A. Donatelli
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Name: Ronald A. Donatelli
Title: Senior Vice President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By: /s/ William C. Pappas
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Name: William C. Pappas
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ R. Uhrig
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Name: R. Uhrig
Title: Vice President & Manager
By: /s/ Michael S. Woodard
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Name: Michael S. Woodard
Title: Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY, AS AGENT
By: /s/ Robert J. Kush
---------------------------
Name: Robert J. Kush
Title: Vice President
ACKNOWLEDGMENT
By executing below, Niagara Corporation hereby consents and agrees to the
terms and conditions contained in this Seventh 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/ Raymond Rozanski
----------------------
Name: Raymond Rozanski
Title: Vice President
