6
Exhibit 4.19
OCTOBER, 2000 AMENDMENT TO CREDIT AGREEMENT
THIS OCTOBER, 2000 AMENDMENT TO CREDIT AGREEMENT (the
"Amendment") is made and entered into as of October 10, 2000, by
and among (i) NS Group, Inc., a Kentucky corporation (the
"Company"), (ii) the several financial institutions from time to
time party to the Credit Agreement (as defined below)
(collectively, the "Banks"), and (iii) Bank of America, N.A.,
f/k/a Bank of America National Trust and Savings Association, as
agent for the Banks (the "Agent"). Newport Steel Corporation, a
Kentucky corporation ("Newport"), Koppel Steel Corporation, a
Pennsylvania corporation ("Koppel"), and Erlanger Tubular
Corporation, an Oklahoma corporation ("Erlanger") (Newport,
Koppel and Erlanger are collectively referred to herein as the
"Guarantor") join in this Amendment for purposes of Section 11
herein. Imperial Adhesives, Inc., an Ohio corporation
("Imperial"), joins in this Amendment for purposes of Section 10
herein.
RECITALS
A. The Company, the Banks and the Agent entered into
that certain Credit Agreement dated as of July 31, 1998, as
amended pursuant to that certain March, 1999 Amendment to Credit
Agreement dated as of March 25, 1999 (collectively, the "Credit
Agreement"), pursuant to which, among other things, the Banks
agreed to make available to the Company loans not to exceed in
the aggregate Fifty Million Dollars ($50,000,000).
B. The Company has entered into an agreement to sell
one hundred percent (100%) of the capital stock of Imperial,
which is contemplated by Section 7.02(e) of the Credit Agreement.
C. Pursuant to Section 2.22(b) of the Credit
Agreement, upon the disposition of one hundred percent (100%) of
the capital stock of Imperial, in the absence of a Default or an
Event of Default, the Agent shall release Imperial from its
obligations under the Guaranty.
D. In connection with the foregoing, the Company and
Imperial have now requested, and the Banks and the Agent have
agreed, to certain amendments to the Credit Agreement, subject to
the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements set forth in this Amendment
and for other good and valuable consideration, the mutuality,
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Definitions. Each capitalized term used herein,
unless otherwise expressly defined herein, shall have the meaning
ascribed thereto in the Credit Agreement.
2. Amendments to Credit Agreement.
(a) The definition of "Guarantor" contained in
Section 1.01 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"`Guarantor' means Newport Steel
Corporation, a Kentucky corporation, Koppel
Steel Corporation, a Pennsylvania
corporation, or Erlanger Tubular Corporation,
an Oklahoma corporation (collectively, the
`Guarantors')."
(b) The definition of "Guaranty" contained in
Section 1.01 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"`Guaranty' means an amended and
restated guaranty, dated as of October 10,
2000, executed by the Guarantors for the
benefit of the Agent, as the same may
hereafter be amended, restated, supplemented
or otherwise modified from time to time."
3. Conditions Precedent. The Banks' obligations
under this Amendment shall be subject to the satisfaction of the
following conditions precedent:
(a) The Company and the Guarantor shall have duly
executed and delivered to the Bank this Amendment and such other
certificates, authorizations, consents, documents, instruments
and/or agreements as the Banks and the Agent, in their sole
discretion, may require.
(b) The Banks shall have received, with respect
to the Company, the Guarantors and Imperial, in form and
substance satisfactory to the Banks, evidence that the
transactions contemplated hereby have been duly authorized by all
necessary corporate action.
(c) The Agent and the Banks shall have received
opinions of counsel to the Company, the Guarantors and Imperial,
in form and substance satisfactory to the Agent and the Banks.
(d) The Banks shall have received satisfactory
evidence of the consummation of the sale of one hundred percent
(100%) of the capital stock of Imperial.
(e) All proceedings taken in connection with the
transactions contemplated by this Amendment shall be satisfactory
to the Banks, the Agent and their counsel.
4. Representations and Warranties. To induce the
Banks and the Agent to enter into this Amendment, the Company
represents, warrants and acknowledges the following:
(a) Each of the representations and warranties
given by the Company in the Credit Agreement and the Loan
Documents are true and correct in all material respects on the
date hereof, with the same force and effect as though made on and
as of the date hereof.
(b) No material adverse change has occurred in
the condition of the Company or the Guarantor, financial or
otherwise, or their respective earnings, affairs or business
prospects, since the date of the most recent financial statements
delivered to the Banks.
(c) No Default or Event of Default exists under
the Credit Agreement or any of the Loan Documents, and no such
Default or Event of Default shall exist after giving effect to
the transactions contemplated by this Amendment.
(d) The Company has the power to enter into and
perform this Amendment. The making and performance of this
Amendment by the Company has been duly authorized by all
necessary corporate action and will not violate any provision of
law or the Company's articles of incorporation or bylaws, or
result in the breach of, or constitute a default under, any
agreement or instrument to which the Company is a party or by
which it or its properties may be bound or affected, or result in
the creation of any lien, charge or encumbrance, approval,
authorization, declaration, exemption or other action by, or
require notice to any Governmental Authority or any other person
or entity in connection with the execution, delivery,
performance, validity or enforcement of this Amendment or any
other agreement, instrument or document to be executed and
delivered pursuant hereto.
5. Costs and Expenses. The Company shall pay on
demand all of the out-of-pocket costs and expenses of the Banks
and the Agent in connection with the preparation, execution,
delivery, administration, enforcement or protection of the rights
of the Banks and the Agent under this Amendment and the other
Loan Documents.
6. No Change Not Explicitly Made. Except as
expressly amended by this Amendment, the Credit Agreement is and
shall be unchanged, and all of the terms, provisions, covenants,
agreements, conditions, schedules and exhibits thereof or thereto
shall remain and continue in full force and effect and are hereby
incorporated by reference, and hereby ratified, reaffirmed and
confirmed by the Company, the Banks and the Agent in all respects
on and as of the date of this Amendment. The Company
acknowledges and agrees that the Loan Documents and all liens,
security interests and pledges granted to the Banks and the Agent
prior to the date hereof, including without limitation, all
liens, security interests and pledges granted to the Agent
pursuant to the Security Agreement, shall remain in full force
and effect, are first priority liens, security interests and
pledges, shall not be diminished, impaired or released as a
result hereof, and shall secure all obligations arising under the
Credit Agreement, this Amendment and the other Loan Documents and
all instruments and agreements executed in connection herewith.
7. Binding Effect. This Amendment shall be binding
on the successors and assigns of the respective parties.
8. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
9. Governing Law. This Amendment shall be governed
by the laws of the State of Illinois.
10. Consent and Release of Imperial. Effective upon
the satisfaction of the conditions precedent set forth in Section
3 of this Amendment, (i) Imperial consents to this Amendment and
acknowledges that it is no longer a party to the Guaranty, and
(ii) the Agent hereby releases Imperial from all liability under
the Guaranty.
11. Consent and Reaffirmation of Guarantor.
(a) The Guarantor hereby acknowledges that it has
reviewed and understands the terms and provisions of this
Amendment, consents to this Amendment and ratifies, reaffirms,
confirms and restates its obligations under the Guaranty, as
amended and restated in connection with this Amendment.
(b) To induce the Banks and the Agent to enter
into this Amendment, the Guarantor represents and warrants that
(i) it has the power to enter into and perform this Amendment;
(ii) the making and performance of this Amendment by the
Guarantor has been duly authorized by all necessary corporate
action and will not violate any provision of law or the
Guarantor's articles or certificate of incorporation or bylaws,
or result in the breach of, or constitute a default under, any
agreement or instrument to which the Guarantor is a party or by
which it or its properties may be bound or affected, or result in
the creation of any lien, charge or encumbrance, approval,
authorization, declaration, exemption or other action by, or
require notice to any Governmental Authority or any other person
or entity in connection with the execution, delivery,
performance, validity or enforcement of this Amendment or any
other agreement, instrument or document to be executed and
delivered pursuant hereto.
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IS
INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above
written.
NS GROUP, INC.
By:/s/Thomas J. Depenbrock
Title: Vice President and Treasurer
BANK OF AMERICA, N.A., f/k/a Bank
of America National Trust and
Savings
Association, as Agent
By:/s/David A. Johanson
Title: Vice President
BANK OF AMERICA, N.A., f/k/a Bank
of America National Trust and Savings
Association, as a Bank
By:/s/Andrew P. Bucolo
Title: Vice President
NEWPORT STEEL CORPORATION
By:/s/Thomas J. Depenbrock
Title: Secretary and Treasurer
KOPPEL STEEL CORPORATION
By:/s/Thomas J. Depenbrock
Title: Secretary and Treasurer
ERLANGER TUBULAR CORPORATION
By:/s/Thomas J. Depenbrock
Title: Secretary and Treasurer
IMPERIAL ADHESIVES, INC.
By:/s/Thomas J. Depenbrock
Title: Secretary and Treasurer
