Exhibit 4.30
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
FIFTH AMENDMENT (the "Amendment"), dated as of
February 23, 1994, 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, the Third Amendment and Waiver dated as
of August 20, 1993 and the Fourth Amendment dated as of
December 22, 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 pro-
vided;
NOW THEREFORE, it is agreed:
1. On the Fifth Amendment Effective Date (as
defined below), Section 6.05 of the Credit Agreement is
hereby amended by deleting the phrase "Sections 8 and 11 of
the Hoeganaes Management Agreement" appearing in the tenth
and eleventh lines of such Section and inserting in lieu
thereof the phrase "Sections 6 and 8 of the Hoeganaes Stock-
holders Agreement".
2. On the Fifth Amendment Effective Date, Section
6.19 of the Credit Agreement is hereby amended by deleting
the phrase "Hoeganaes Management Agreement" appearing in the
second to last sentence of such Section and inserting in lieu
thereof the phrase "Hoeganaes Stockholders Agreement".
3. On the Fifth Amendment Effective Date, Section
8.02 of the Credit Agreement is hereby amended by deleting
(a) subsection (vii) in its entirety and (b) each of the
subsequent subsection numbers "(viii)", "(ix)", "(x)",
"(xi)", "(xii)", "(xiii)", "(xiv)" and "(xv)", and inserting
in lieu thereof the following subsection numbers "(vii)",
"(viii)", "(ix)", "(x)", "(xi)", "(xii), "(xiii)" and
"(xiv)", respectively.
4. On the Fifth Amendment Effective Date, Section
8.05(f) of the Credit Agreement is hereby amended by deleting
such Section in its entirety and inserting in lieu thereof
the following new Section:
"(f) Indebtedness of the Company under Section
6(c) of the Hoeganaes Stockholders Agreement arising in
connection with the purchase of shares permitted by
Section 8.06;"
5. On the Fifth Amendment Effective Date, Section
8.06(v) of the Credit Agreement is hereby amended by deleting
such Section in its entirety and inserting in lieu thereof
the following new Section:
"(v) The Company or any Subsidiary may purchase
shares of stock of Hoeganaes offered to it pursuant to
Section 6(c) of the Hoeganaes Stockholders Agreement,
provided that (A) after giving effect to such purchase
no Default or Event of Default would exist and (B) in
the event such purchase is not permitted by Clause (A)
the Required Banks shall consent to such purchase;"
6. On the Fifth Amendment Effective Date, Section
8.06(viii) of the Credit Agreement is hereby amended by
deleting the phrase "Section 8 of the Hoeganaes Management
Agreement", appearing in the second and third sentences
thereof and inserting in lieu thereof the phrase "Section
6(c) of the Hoeganaes Stockholders Agreement".
7. On the Fifth Amendment Effective Date, Section
8.13 of the Credit Agreement is hereby amended by deleting
(i) the phrase "or Indebtedness under Section 8 of the
Hoeganaes Management Agreement" appearing in subsection (i)
thereof and inserting in lieu thereof the phrase " or Indebt-
edness under Section 6 of the Hoeganaes Stockholders Agree-
ment", (ii) the phrase "the Hoeganaes Management Agreement"
appearing in subsection (v) thereof and inserting in lieu
thereof the phrase "the Hoeganaes Stockholders Agreement, the
Hoeganaes Research and Development Agreement" and (iii) the
phrase "Section 8(b) of the Hoeganaes Management Agreement"
appearing in subsection (vi) thereof and inserting in lieu
thereof the phrase "Section 6(c) of the Hoeganaes Stock-
holders Agreement".
8. On the Fifth Amendment Effective Date, Section
10 of the Credit Agreement is hereby amended by (i) deleting
in its entirety the definition of "Hoeganaes Management
Agreement" and (ii) adding the following new definition in
the appropriate alphabetical order:
"Hoeganaes Stockholders Agreement" shall mean the
Stockholders Agreement dated February 8, 1994 by and
between The Interlake Companies, Inc., Hoeganaes
Aktiebolag and Hoeganaes, as such Agreement was in
effect on the Fifth Amendment Effective Date without
giving effect to any amendment, modification or supple-
ment thereto without the prior written consent of the
Required Banks."
"Hoeganaes Research and Development Agreement"
shall mean the Research and Development Agreement dated
February 8, 1994 between Hoganas AB and Hoeganaes
Corporation, as such Agreement was in effect on the
Fifth Amendment Effective Date without giving effect to
any amendment, modification, or supplement thereto
without the prior written consent of the Required
Banks."
9. On the Fifth Amendment Effective Date, Section
13.01 of the Credit Agreement is hereby amended by deleting
the second parenthetical appearing in subsection (ii) thereof
in its entirety and inserting in lieu thereof the following
new parenthetical:
"(including, without limitation, the reasonable
fees and disbursements of (a) counsel for the Adminis-
trative Agent and for each of the Banks and (b) internal
and third-party consultants in connection with their
review, preparation and analysis of the Borrowing Base,
appraisals, assets and related financial materials of
the Company and its Subsidiaries)".
10. 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 Fifth 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 con-
tained 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.
11. 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.
12. This Amendment may be executed in any number
of counterparts and by the different parties hereto on sepa-
rate 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.
13. 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.
14. This Amendment shall become effective on the
date (the "Fifth Amendment Effective Date") when the Company,
the Subsidiary Borrowers, the ESOP Trustee, the Administra-
tive 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.
15. From and after the Fifth Amendment Effective
Date, all references in the Credit Agreement and each of the
Credit Documents or any other agreement to the Credit Agree-
ment shall be deemed to be references to such Credit Agree-
ment 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:
ACCEPTED AND CONSENTED TO:
INTERLAKE DRC LIMITED
By________________________
Title:
DEXION GROUP PLC
By________________________
Title: