EXHIBIT 4.10
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EIGHTH 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 June 8, 2000
Effective as of June 8, 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 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 Original 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 Original 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 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 extending the
termination date of the Revolving Credit Commitment and the Revolving
Credit Note to April 18, 2002.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. 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 18, 2002, and (b) with respect to
the Revolving Credit Commitment and the Revolving Credit
Note, April 18, 2002."
2. This Eighth Amendment shall be effective as of June 8, 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 Eighth Amendment.
5. The Borrowers hereby represent and warrant, jointly and severally, that
upon giving effect to the terms and provisions of this Eighth Amendment no
default or Event of Default shall have occurred and be continuing under the
terms of the Credit Agreement.
6. This Eighth Amendment may be executed by one or more of the parties to
this Eighth 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
Eighth 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
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Name: Raymond Rozanski
Title: Executive Vice President
MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ Robert J. Kush
--------------------------
Name: Robert J. Kush
Title: Vice President
CIBC INC.
By: CIBC World Markets as Agent
By: /s/ George Knight
---------------------------
Name: George Knight
Title: Managing 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/ Robert Uhrig
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Name: Robert Uhrig
Title: Vice President & Manager
By: /s/ Michael Woodard
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Name: Michael Woodard
Title: Vice President-Marketing
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 Eighth 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
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Name: Raymond Rozanski
Title: Vice President
