Exhibit 4.29
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
FOURTH AMENDMENT (the "Amendment"), dated as of December 22,
1993, among THE INTERLAKE CORPORATION, a Delaware corporation
(the "Company"), each Subsidiary Borrower party to the Credit
Agreement referred to below, The Interlake Corporation Employee
Stock Ownership Trust (the "ESOP Borrower"), acting by and
through the LaSalle National Trust, N.A. (successor to LaSalle
National Bank), not in its individual or corporate capacity, but
solely in its capacity as trustee of the ESOP Trust (the "ESOP
Trustee" and together with the Company and the Subsidiary
Borrowers, the "Credit Parties"), CHEMICAL BANK, individually and
as Administrative Agent (the "Administrative Agent"), THE FIRST
NATIONAL BANK OF CHICAGO, individually and as Co-Agent (the
"Co-Agent"), and the financial institutions party to the Credit
Agreement referred to below and listed on the signature pages
hereto (the "Banks"). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, each of the Credit Parties, the Banks, the
Administrative Agent and the Co-Agent are parties to that certain
Amended and Restated Credit Agreement dated as of September 27,
1989 and amended and restated as of May 28, 1992 and as further
amended by the First Amendment dated as of August 14, 1992, the
Second Amendment and Waiver dated as of October 30, 1992 and the
Third Amendment and Waiver dated as of August 20, 1993 (as so
amended and restated and further amended and as the same may
hereafter be amended, modified or supplemented from time to time,
the "Credit Agreement"); and
WHEREAS, the Company, the Subsidiary Borrowers and the
Banks wish to amend the Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. On the Fourth Amendment Effective Date (as defined
below), Section 1.01(c) of the Credit Agreement is hereby amended
by inserting a new sentence at the end thereof which shall read
as follows:
"Furthermore, on the last day of each fiscal quarter during
the periods shown below, outstanding Revolving A Loans, when
added to all Letter of Credit Outstandings at such time and the
aggregate principal amount of all Permitted Other Indebtedness
then outstanding, shall not exceed in aggregate principal amount
for all Revolving A Banks the amounts set forth below opposite
such period, provided, that, during all other days of any such
fiscal quarter the Company will be permitted to have outstanding
up to $20,000,000 of Revolving A Loans in addition to the amounts
set forth below to support fluctuating cash needs, provided
further, that, at any time that it is necessary for the Company
to post performance bonds or financial guarantees in connection
with its ordinary course of business and as otherwise permitted
by Section 8.05(h), the Company will be permitted to have
outstanding up to $5,000,000 of (x) Standby Letters of Credit in
support of, plus (y) Permitted Other Indebtedness consisting of,
performance bonds or financial guarantees in addition to the
amounts set forth below:
From the Fourth Amendment Effective
Date to and including the fiscal
year ending December, 1993 $ 35,000,000
For the First Quarter, 1994 46,800,000
For the Second Quarter, 1994 39,800,000
For the Third Quarter, 1994 46,800,000
For the Fourth Quarter, 1994 39,800,000
For the First Quarter, 1995 52,800,000
For the Second Quarter, 1995 50,800,000
For the Third Quarter, 1995 62,800,000
For the Fourth Quarter, 1995 60,800,000
For the First Quarter, 1996 70,900,000
For the Second Quarter, 1996 70,900,000
For the Third Quarter, 1996 85,000,000
For the Fourth Quarter, 1996 85,000,000
For all fiscal years thereafter 85,000,000"
Notwithstanding anything to the contrary contained above, at
no time will the Company be permitted to have outstanding
Revolving A Loans, which when added to all Letter of Credit
Outstandings at such time and the aggregate principal amount of
all Permitted Other Indebtedness then outstanding, exceed
$85,000,000 in aggregate principal amount.
2. On the Fourth Amendment Effective Date, Section
2.01(a) of the Credit Agreement is hereby amended and restated in
its entirety as follows:
"2.01 Letters of Credit. (a) Subject to and upon the
terms and conditions herein set forth, the Company may request
(x) any Issuing Bank at any time and from time to time on or
after the Restatement Effective Date and prior to the Revolving
Loan Maturity Date, to issue, and subject to the terms and
conditions contained herein such Issuing Bank shall issue, for
the account of the Company, an irrevocable standby letter of
credit denominated in Dollars and otherwise in such form as has
been approved by such Issuing Bank and the Administrative Agent
(each a "Standby Letter of Credit") in support of such
obligations of the Company and its Subsidiaries as are acceptable
to such Issuing Bank and the Administrative Agent and (y) any
Issuing Bank at any time and from time to time on or after the
Restatement Effective Date and prior to the Revolving Loan
Maturity Date, to issue, and subject to the terms and conditions
contained herein such Issuing Bank shall issue, for the account
of the Company an irrevocable trade letter of credit denominated
in Dollars and otherwise in such form as has been approved by
such Issuing Bank and the Administrative Agent, in support of
such obligations of the Company and its Subsidiaries as are
acceptable to such Issuing Bank and the Administrative Agent
(each a "Trade Letter of Credit", and, together with each
"Standby Letter of Credit", individually, a "Letter of Credit";
and the "Trade Letters of Credit" and the "Standby Letters of
Credit", collectively, the "Letters of Credit"). It is hereby
acknowledged and agreed that each of the Letters of Credit
described on Schedule II, which were issued by the Issuing Bank
under the Original Credit Agreement and remain outstanding on the
Restatement Effective Date, shall constitute a "Letter of Credit"
for all purposes of this Agreement."
3. On the Fourth Amendment Effective Date, Section
2.01(b) of the Credit Agreement is hereby amended by (a)
substituting a comma for the word "or" in the tenth line thereof,
and (b) inserting the phrase "or (3) the limitations set forth in
the last sentence of Section 1.01(c)" after the phrase "Borrowing
Base" in the eleventh line thereof.
4. On the Fourth Amendment Effective Date, Section
6.10(c) of the Credit Agreement is hereby amended by adding the
following proviso at the end thereof which shall read as follows:
", provided further that, after November 29, 1993 Delayed
Draw Loans may be incurred solely for the purposes described in
clause (x)."
5. On the Fourth Amendment Effective Date, Section
7.01(a) of the Credit Agreement is hereby amended by adding at
the end thereof the following:
", and a schedule of all intercompany Indebtedness
specifically setting forth the details of the obligor, the payee,
and other relevant terms of repayment and whether such
Indebtedness is evidenced by a promissory note or an instrument."
6. On the Fourth Amendment Effective Date, Section
7.01(c) of the Credit Agreement is hereby amended by substituting
the number "75" for the number "90" in the first line thereof.
7. On the Fourth Amendment Effective Date, Section
7.02 of the Credit Agreement is hereby amended by inserting the
phrase "and to conduct audits of the Company's books and records
and each of its Subsidiaries' books and records in connection
with the determination of the Borrowing Base," before the word
"all" in the fifteenth line thereof.
8. On the Fourth Amendment Effective Date, Section 7
of the Credit Agreement is hereby amended by inserting new
Sections 7.15 and 7.16, and a new summary paragraph at the end
thereof which shall read as follows:
"7.15 German Security Restructuring. The Company
will, and will to the extent so required, cause each of its
Subsidiaries to, complete and satisfy the requirements set forth
below (such requirements, collectively the "German Security
Restructuring") to the satisfaction of the Administrative Agent
no later than January 15, 1994 (or such later date thereafter as
the Administrative Agent may agree):
(a) Dexion Group PLC shall have duly authorized,
executed and delivered that certain Second Amended and Restated
Subsidiary Germany Security Transfer Agreement between Dexion
Group PLC, the Administrative Agent and the Banks;
(b) Each of Dexion Group PLC and a Subsidiary to
be designated by the Company shall have duly authorized, executed
and delivered that certain Second Security Re-Transfer Agreement
between Dexion Group PLC, the Administrative Agent and such
designated Subsidiary; and
(c) Each of Dexion Group PLC, Dexion Holding
GmbH, Dexion GmbH, such designated Subsidiary and any other
Subsidiary which may be necessary to complete the German Security
Restructuring shall each have duly authorized, executed and
delivered such certificates, shareholder resolutions, powers of
attorney, notarial confirmations or any other documents necessary
in connection with the completion of the German Security
Restructuring.
7.16 Letter Agreement. The Company will comply fully
with the requirements set forth in the Letter Agreement.
No waiver, modification, alteration or amendment of this
Section 7 or any definition used in this Section 7 or any
component definition used therein shall be permitted without the
prior written consent of the Required Banks in accordance with
the proviso contained in the definition of Required Banks."
9. On the Fourth Amendment Effective Date, Section
8.02 of the Credit Agreement is hereby amended by deleting the
last sentence of such Section and inserting two new sentences in
lieu thereof which shall read as follows:
"No waiver, modification, alteration or amendment of this
Section 8.02 or of any definition used in this Section 8.02 or of
any component definition used therein shall be permitted without
the prior written consent of the Required Banks in accordance
with the proviso contained in the definition of Required Banks.
To the extent the Required Banks, in accordance with the proviso
contained in the definition of Required Banks, waive any
provision of this Section 8.02 with respect to the sale of any
Collateral, or any Collateral is sold as permitted by this
Section 8.02, such Collateral shall be sold free and clear of the
Liens created by the Security Documents, and the Collateral Agent
shall be authorized to take such actions as it deems appropriate
in connection therewith."
10. On the Fourth Amendment Effective Date, Section
8.05(g) of the Credit Agreement is hereby amended and restated in
its entirety as follows:
"(g) Indebtedness (i) of the Company or The Interlake
Companies, Inc. to any Subsidiary including but not limited to
any Subsidiary which is a Subsidiary Assignor, a Subsidiary
Guarantor or a Subsidiary Borrower (for purposes of this clause
(g) only, each Subsidiary Assignor, Subsidiary Guarantor or
Subsidiary Borrower, a "Subsidiary Credit Party"), (ii) of a
Subsidiary Credit Party to either (a) the Company, (b) The
Interlake Companies, Inc. or (c) any other Subsidiary Credit
Party; provided, however, if the Indebtedness permitted under
this clause (ii) is of a Subsidiary Credit Party which is not a
Foreign Subsidiary, then only Indebtedness to the extent
permitted under subparagraph (g)(ii)(a) or (b) hereof, (iii) of
any Subsidiary which is not a Subsidiary Credit Party to any
other Subsidiary (other than Hoeganaes) which is not a Subsidiary
Credit Party, (iv) of Interlake Packaging Corporation and/or
Interlake DRC Limited to any Subsidiary Credit Party which is a
direct or indirect Subsidiary of such Person, (v) notwithstanding
the foregoing, Indebtedness of any Subsidiary which is not a
Subsidiary Credit Party to a Subsidiary Credit Party shall be
permitted if (x) the aggregate principal amount thereof does not
exceed $5,000,000 at any time outstanding or (y) the proceeds of
any Indebtedness incurred in excess of the amount permitted under
clause (x) are returned (by way of dividend or otherwise) to a
Borrower within 5 Business Days of the incurrence thereof and the
Administrative Agent shall have received 5 Business Days prior
written notice of the incurrence of such Indebtedness and
subsequent notice that the dividend or other returning payment
has been made, (vi) Interlake DRC Limited or any Subsidiary
Credit Party which is a Foreign Subsidiary to any Foreign
Subsidiary which is not a Subsidiary Credit Party and (vii) among
the Company and its Subsidiaries outstanding as of November 30,
1993 provided that such Indebtedness shall only be permitted (A)
after January 31, 1994 if described in writing to the
Administrative Agent on or before such date and (B) after
February 28, 1994 if either (1) such Indebtedness is otherwise
permitted under clauses (i) through (vi) of this clause (g) or
(2) the repayment of such Indebtedness shall, based on a
certificate of the chief financial officer of the Company, create
costs, adverse tax or legal consequences which the Administrative
Agent determines (in its sole discretion) are material."
11. On the Fourth Amendment Effective Date, Section
8.06 of the Credit Agreement is hereby amended by (a) deleting
the word "and" at the end of clause (xv) thereof, (b)
substituting "; and" for the period at the end of clause (xvi)
thereof and (c) adding the new clause (xvii) which shall read as
follows:
"(xvii) the Company or any Subsidiary may make an
acquisition for a purchase price not to exceed $1,000,000 of the
business, stock and/or assets of a Hong Kong distributor."
12. On the Fourth Amendment Effective Date, Sections
8.08, 8.09, 8.10, 8.11 and 8.12 of the Credit Agreement are
hereby amended and restated in their entirety as follows:
"8.08 Capital Expenditures. The Company will not, nor
will it permit any of its Subsidiaries to, make or incur Capital
Expenditures (a) in any fiscal year after 1994, in an amount
that, together with any amounts expended pursuant to Section
8.06(xvii) in such fiscal year, is less than $15,000,000, and (b)
in any period set out below, in excess of the amount that,
together with any amounts expended pursuant to Section 8.06(xvii)
in such period, is set forth below opposite such period, provided
that, if the actual Capital Expenditures of the Company and its
Subsidiaries in any period are less than the amount so set forth,
then the lesser of (i) such difference and (ii) $5,000,000 (the
"Carry-Over Amount") may be added to the amount of Capital
Expenditures otherwise permitted hereunder for the immediately
succeeding period and the portion of the Carry-Over Amount not
expended in such immediately succeeding period shall be added to
the amount of Capital Expenditures otherwise permitted hereunder
for the second succeeding period:
Period Amount
Fiscal Year Ending December, 1993 $25,000,000
Fiscal Year Ending December, 1994 20,000,000
Fiscal Year Ending December, 1995
and each fiscal year thereafter 16,000,000
8.09 [Intentionally Omitted].
8.10 [Intentionally Omitted].
8.11 Minimum Consolidated Net Worth. At the end of
each quarter shown below, Consolidated Net Worth shall be greater
than the amount set forth opposite such quarter, provided, that
for purposes of this Section 8.11, Consolidated Net Worth shall
be determined exclusive of an amount not to exceed $4,000,000 on
a cumulative basis which reflects certain charges to be taken by
the Company in connection with the St. Louis River Site:
Fiscal Quarter Amount
Fourth Quarter, 1993 $(200,200,000)
First Quarter, 1994 (205,700,000)
Second Quarter, 1994 (209,300,000)
Third Quarter, 1994 (211,900,000)
Fourth Quarter, 1994 (212,400,000)
First Quarter, 1995 (212,400,000)
Second Quarter, 1995 (210,300,000)
Third Quarter, 1995 (207,300,000)
Fourth Quarter, 1995 (211,000,000)
First Quarter, 1996 (207,400,000)
Second Quarter, 1996 (203,800,000)
Third Quarter, 1996 (200,200,000)
Fourth Quarter, 1996 (196,500,000)
First Quarter, 1997 (191,500,000)
Second Quarter, 1997 (186,500,000)
Third Quarter, 1997 (181,500,000)
Fourth Quarter, 1997 (176,500,000)
First Quarter, 1998 (171,500,000)
Second Quarter, 1998 (166,500,000)
Third Quarter, 1998 (161,500,000)
Fourth Quarter, 1998 (156,500,000)
First Quarter, 1999 (151,500,000)
Second Quarter, 1999 (146,500,000)
Third Quarter, 1999 (141,500,000)
8.12 Minimum Consolidated EBITDA. At the end of each
period shown below (taken as one accounting period), Consolidated
EBITDA shall be greater than the amount set forth opposite such
period, provided, that for purposes of this Section 8.12,
Consolidated EBITDA shall be determined exclusive of an amount
not to exceed $4,000,000 on a cumulative basis which reflects
certain charges to be taken by the Company in connection with the
St. Louis River Site:
Fiscal Period Amount
For the four quarters of 1993 $65,000,000
For the first quarter of 1994 11,300,000
For the first two quarters of 1994 29,600,000
For the first three quarters of 1994 48,800,000
For the four quarters of 1994 70,100,000
For the first quarter of 1995 22,200,000
For the first two quarters of 1995 46,400,000
For the first three quarters of 1995 71,600,000
For the four quarters of 1995 90,000,000
For the first quarter of 1996 26,200,000
For the first two quarters of 1996 52,500,000
For the first three quarters of 1996 78,700,000
For the four quarters of 1996 104,900,000
For the first quarter of 1997 28,000,000
For the first two quarters of 1997 56,000,000
For the first three quarters of 1997 84,000,000
For the four quarters of 1997 112,000,000
For the first quarter of 1998 28,000,000
For the first two quarters of 1998 56,000,000
For the first three quarters of 1998 84,000,000
For the four quarters of 1998 112,000,000
For the first quarter of 1999 28,000,000
For the first two quarters of 1999 56,000,000
For the first three quarters of 1999 84,000,000"
13. On the Fourth Amendment Effective Date, Section 8
of the Credit Agreement is hereby amended by inserting a new
sentence at the end thereof which shall read as follows:
"No waiver, modification, alteration or amendment of this
Section 8 or any definition used in this Section 8 or any
component definition used therein shall be permitted without the
prior written consent of the Required Banks in accordance with
the proviso contained in the definition of Required Banks."
14. On the Fourth Amendment Effective Date, Section
9.03 of the Credit Agreement is hereby amended by (a)
substituting the phrase ", 7.15, 7.16 and/or 8" for the phrase
"and/or 8" in the fourth line thereof, and (b) adding a new
sentence at the end of such Section which shall read as follows:
"No waiver, modification, alteration or amendment of this
Section 9.03 or of any definition used in this Section 9.03 or of
any component definition used therein shall be permitted without
the prior written consent of the Required Banks in accordance
with the proviso contained in the definition of Required Banks."
15. On the Fourth Amendment Effective Date, Section 10
of the Credit Agreement is hereby amended by (i) deleting in
their entirety the definitions of "Cash Flow Coverage Ratio,"
"Current Ratio," "Maximum Leverage Ratio" and "Unused Amount"
from such Section, (ii) amending and restating in their entirety
each of the following definitions:
"Applicable Margin" shall mean a percentage per annum
equal to (i) in the case of Base Rate Loans and all other
interest rates determined by reference to the Alternate Base
Rate, 1-3/4% and (ii) in the case of Fixed Rate Loans, 2-3/4%.
"Consolidated EBITDA" shall mean, for any period, the
sum of (i) Consolidated EBIT for such period, plus (ii)
depreciation and amortization expenses deducted in determining
Consolidated EBIT for such period, provided, that for the Fourth
Quarter, 1993, non-cash asset write-offs up to an amount not to
exceed $4,000,000 may be added back in determining Consolidated
EBITDA, however, reversal of any reserves established in the
Fourth Quarter, 1993, may not be included in determining
Consolidated EBITDA in any subsequent period.
"Consolidated Net Worth" shall mean on any date of
determination thereof, shareholders' equity (including preferred
stock) of the Company and its Subsidiaries on a consolidated
basis, (a) without giving effect to the negative adjustment to
the value of the assets of the Company and its Subsidiaries
located outside of the United States due solely to currency
fluctuations, provided that, to the extent that such negative
adjustments exceed $30,000,000, such excess shall be included in
determining Consolidated Net Worth and (b) without giving effect
to write-offs in the Fourth Quarter of 1993 in respect of
intangible assets up to an amount not to exceed $42,800,000.
"Required Banks" at any time shall mean Banks (which
may include the Administrative Agent) whose outstanding Loans
(other than Revolving A Loans), Revolving A Commitments and
Delayed Draw Commitments exceed 66-2/3% of the total outstanding
Loans (other than Revolving A Loans), Total Revolving A
Commitment and Total Delayed Draw Commitment, provided, that (a)
for the purpose of Sections 3.02(b), 4.02(b), 4.02(g) and 8.02
the "Required Banks" shall mean Banks (which may include the
Administrative Agent) whose outstanding Loans (other than
Revolving A Loans), Revolving A Commitments and Delayed Draw
Commitments exceed 75% of the total outstanding Loans (other than
Revolving A Loans), Total Revolving A Commitment and Total
Delayed Draw Commitment, (b) for the purpose of Sections 9.03, 7
or 8 during the fiscal year ending December 31, 1994, the
"Required Banks" shall mean (i) Banks (which may include the
Administrative Agent) whose outstanding Loans (other than
Revolving A Loans), Revolving A Commitments and Delayed Draw
Commitments exceed 66-2/3% of the total outstanding Loans (other
than Revolving A Loans), Total Revolving A Commitment and Total
Delayed Draw Commitment and (ii) Banks (which may include the
Administrative Agent) whose Revolving A Commitments exceed 66-2/3%
of the Total Revolving A Commitments, and (c) for the purpose of
Sections 9.03, 7 or 8 during the fiscal year ending December 31,
1995 and thereafter, the "Required Banks" shall mean (i) Banks
(which may include the Administrative Agent) whose outstanding
Loans (other than Revolving A Loans), Revolving A Commitments and
Delayed Draw Commitments exceed 70% of the total outstanding
Loans (other than Revolving A Loans), Total Revolving A
Commitment and Total Delayed Draw Commitment, and (ii) Banks
(which may include the Administrative Agent) whose Revolving A
Commitments exceed 70% of the Total Revolving A Commitments.
and (iii) adding the following new definitions to such Section
in the appropriate alphabetical order:
"Carry-Over Amount" shall have the meaning provided in
Section 8.08.
"Dexion GmbH" shall mean Dexion GmbH, a German company.
"Dexion Group PLC" shall mean Dexion Group PLC, an
English company.
"Dexion Holding GmbH" shall mean Dexion Holding GmbH, a
German company.
"German Security Restructuring" shall have the meaning
provided in Section 7.15.
"Letter Agreement" shall mean that certain Letter
Agreement, dated as of December 22, 1993 between the Company and
the Administrative Agent, on behalf of the Banks.
"Standby Letter of Credit" shall have the meaning
provided in Section 2.01(a).
"Trade Letter of Credit" shall have the meaning
provided in Section 2.01(a).
16. On the Fourth Amendment Effective Date, Section
13.02 of the Credit Agreement is hereby amended by deleting the
phrase "to such Bank" from the fourteenth line thereof.
17. On the Fourth Amendment Effective Date, Schedule I
to the Credit Agreement is hereby amended to reduce the Total
Delayed Draw Commitment to $17,500,000 by deleting page 7 thereto
in its entirety and by inserting in lieu thereof a new page 7 in
the form of Annex 1 attached hereto.
18. On the Fourth Amendment Effective Date, Exhibit C
of the Credit Agreement is hereby amended by deleting the phrase
"Standby Letter of Credit" in the twelfth line of the first
paragraph thereof and inserting the phrase "[Standby Letter of
Credit/Trade Letter of Credit]" in lieu thereof.
19. In order to induce the Banks to enter into this
Amendment, each of the Credit Parties (other than the ESOP
Trustee) hereby (a) certifies that no Default or Event of Default
exists and that each of the representations, warranties and
agreements contained in Section 6 of the Credit Agreement on the
Fourth Amendment Effective Date, both before and after giving
effect to this Amendment, is true and correct in all material
respects and (b) confirms that it has and will continue to comply
with all of its obligations contained in the Credit Agreement and
the other Credit Documents including with respect to each of the
Borrowers, but not limited to, all of its obligations contained
in Section 7.10(b) of the Credit Agreement.
20. This Amendment is limited as specified and shall
not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Credit Document.
21. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the
Administrative Agent.
22. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
23. This Amendment shall become effective on the date
(the "Fourth Amendment Effective Date") when (i) the Company, the
Subsidiary Borrowers, the ESOP Trustee, the Administrative Agent,
the Co-Agent and the Required Banks shall have signed a copy
hereof (whether the same or different copies) and shall have
delivered (including by way of telecopier) such copies to the
Administrative Agent, (ii) the Company shall have paid to the
Administrative Agent for the account of each Bank which has
executed this Amendment the amendment fee consisting of an amount
equal to 3/8th of 1% of each Bank's pro rata share of the total
principal amount of outstanding Loans plus any unutilized amount
of the Total Commitment and (iii) the Company shall have executed
and delivered to the Administrative Agent a copy of the Letter
Agreement.
24. From and after the Fourth Amendment Effective
Date, all references in the Credit Agreement and each of the
Credit Documents or any other agreement to the Credit Agreement
shall be deemed to be references to such Credit Agreement as
amended hereby.
IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.
THE INTERLAKE CORPORATION
By ______________________
Title:
SUBSIDIARY BORROWERS
ACME STRAPPING INC.
By ______________________
Title:
DEXION (AUSTRALIA) PTY. LTD.
A.C.N. 000 083 956
By ______________________
Title:
S.A. DEXION-REDIRACK N.V.
By ______________________
Title:
DEXION INTERNATIONAL LIMITED
By ______________________
Title:
PRECIS (935) LTD.
By ______________________
Title:
DEXION GmbH
By ______________________
Title:
TWICEBONUS LIMITED
By ______________________
Title:
THE INTERLAKE CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST, acting
by and through the LASALLE NATIONAL TRUST, N.A. (successor to
LaSalle National Bank), not in its individual or corporate
capacity (except for the representations and warranties contained
in Section 6.01(b)(y) of the Credit Agreement) but solely in its
capacity as ESOP Trustee
By _______________________
Title:
BANKS
CHEMICAL BANK
Individually, and as
Administrative Agent
By________________________
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
Individually, and as Co-Agent
By_________________________
Title:
MITSUI TRUST & BANKING CO.,
LTD.
By_________________________
Title:
NATIONAL BANK OF CANADA
By_________________________
Title:
By_________________________
Title:
NATIONAL WESTMINSTER BANK PLC
By_________________________
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor
by merger to Security Pacific National Bank
By________________________
Title:
CONTINENTAL BANK N.A.
By________________________
Title:
THE FUJI BANK LIMITED
By_______________________
Title:
MELLON BANK N.A.
By_______________________
Title:
THE NIPPON CREDIT BANK, LTD.
By_______________________
Title:
THE BANK OF NOVA SCOTIA
By_______________________
Title:
AMERICAN SAVINGS OF FLORIDA, F.S.B.
By_______________________
Title:
UNION BANK OF FINLAND/
CAYMAN ISLAND BRANCH
By_______________________
Title:
BANK OF YOKOHAMA
By_______________________
Title:
GIROCREDIT BANK
By_______________________
Title:
By_______________________
Title:
EATON VANCE PRIME RATE
RESERVES
By______________________
Title:
LEHMAN COMMERCIAL PAPER INC.
By_______________________
Title:
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS, B.V.
By_______________________
Title:
Chancellor Senior Secured Management, Inc. as Portfolio Advisor
PEARL STREET L.P.
By_______________________
Title:
Stichting Restructured Obligations backed by Senior Assets II
(ROSA II)
By ______________________
Title:
Chancellor Senior Secured Management, Inc. as Portfolio Advisor
ACCEPTED AND CONSENTED TO:
INTERLAKE DRC LIMITED
By________________________
Title:
DEXION GROUP PLC
By________________________
Title: