SEVENTH AMENDMENT TO EXHIBIT 4.21
AMENDED AND RESTATED CREDIT AGREEMENT
SEVENTH AMENDMENT (the "Amendment"), dated as of January 24, 1995,
among THE INTERLAKE CORPORATION, a Delaware corporation (the "Company"), each
Subsidiary Borrower party to the Credit Agreement referred to below, The Inter-
lake 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 Amend-
ment and Waiver dated as of August 20, 1993, the Fourth Amendment dated as of
December 22, 1993, the Fifth Amendment dated as of February 23, 1994 and the
Sixth Amendment dated as of August 16, 1994 (as so amended and restated and
further amended and as the same may hereafter be amended, modified or supple-
mented 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 Seventh Amendment Effective Date, Section 10 is hereby
amended by deleting the definition of "Consolidated New Worth" in its entirety
and replacing it in its entirety with the following definition:
"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 Consol-
idated Net Worth, (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, and (c) without giving effect to write-offs in the
Fourth Quarter of 1994 in respect of intangible assets or goodwill up to
an amount not to exceed $34,200,000.
2. 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
Seventh 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.
3. 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.
4. 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.
5. 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.
6. This Amendment shall become effective on the date (the "Seventh
Amendment Effective Date") when the Company, the Subsidiary Borrowers, the ESOP
Trustee, the Administrative Agent, the Co-Agents 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.
7. From and after the Seventh 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, suc-
cessor 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:
STICHTING RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS 2, (ROSA 2)
By_________________________
Title:
Chancellor Senior Secured
Management, Inc. as Portfolio
Advisor
MERRILL LYNCH
PRIME RATE PORTFOLIO
By MERRILL LYNCH ASSET
MANAGEMENT, L.P., as
Investment Advisor
By_______________________
Title:
MFS HIGH INCOME FUND
By_______________________
Title: