EIGHTH AMENDMENT TO EXHIBIT 4.22
AMENDED AND RESTATED CREDIT AGREEMENT
EIGHTH AMENDMENT (the "Amendment"), dated as of February 1, 1995,
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, the Fourth Amendment dated as
of December 22, 1993, the Fifth Amendment dated as of February 23, 1994, the
Sixth Amendment dated as of August 16, 1994 and the Seventh Amendment dated as
of January 24, 1995 (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 Eighth Amendment Effective Date, Section 1.01(c) of the
Credit Agreement is hereby amended by (i) deleting the dollar amount of
"$20,000,000" appearing in the first proviso of the penultimate sentence
thereof and inserting in lieu thereof the dollar amount of "$15,000,000" and
(ii) adding the phrase ", minus the Priority Reduction Amount on such day"
after the words "the amounts set forth below opposite such period" appearing in
the penultimate sentence of such Section 1.01(c).
2. On the Eighth Amendment Effective Date, Section 3.03 of the
Credit Agreement is hereby amended by inserting the following new paragraph (e)
at the end of such Section:
"(e) On each date upon which a mandatory prepayment of Revolving A
Loans would be required to be made in accordance with Section
4.02(h), the Total Revolving A Commitment shall be permanently re-
duced by the amount of such required prepayment (determined as if
Revolving A Loans were outstanding on the full amount of the Total
Revolving A Commitment)."
3. On the Eighth Amendment Effective Date, Section 4.01 of the
Credit Agreement is hereby amended by inserting the following new sentence at
the end thereof:
"Notwithstanding anything contained in the foregoing to the contrary,
no prepayments of any Loans (other than Revolving A Loans) may be
made pursuant to this Section 4.01 at any time that the Priority
Amount is greater than zero."
4. On the Eighth Amendment Effective Date, Section 4.02(h) of the
Credit Agreement is hereby amended by deleting the first sentence thereof in
its entirety and inserting in lieu thereof the following:
"All amounts required to be applied in accordance with this Section
4.02(h) shall be applied: (i) first, to the repayments of the
outstanding Revolving A Loans in an aggregate amount not to exceed
the Priority Amount then in effect, (ii) second, to the repayments of
all outstanding Loans (other than ESOP Loans) pro rata among such
outstanding Loans and (iii) third, after the Total Revolving Loan
Commitment has been reduced to zero, to the extent permitted by
applicable law, to repayments of the outstanding ESOP Loans."
5. On the Eighth Amendment Effective Date, Section 8.08 of the
Credit Agreement is hereby amended and restated in its 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:
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 23,000,000"
6. On the Eighth Amendment Effective Date, Section 8.12 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"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 15,000,000
For the first two quarters of 1995 36,000,000
For the first three quarters of 1995 58,000,000
For the four quarters of 1995 80,000,000
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"
7. On the Eighth Amendment Effective Date, Section 10 of the Credit
Agreement is hereby amended by inserting the following new definitions in
appropriate alphabetical order:
"Priority Amount" shall mean at any time an amount, if positive,
equal to the lesser of (x) the remainder of (i) the aggregate principal
amount of all Loans (other than Revolving A Loans) repaid after the
effective date of the Eighth Amendment and on or prior to such time pur-
suant to Section 4.02(c) minus (ii) the Revolving A Loan Repayment Amount
and (y) the amount of Revolving A Loans outstanding at such time in excess
of $33,682,000.
"Priority Reduction Amount" shall mean at any time an amount equal to
the sum of (x) the Revolving A Loan Repayment Amount plus (y) the
aggregate amount of all reductions to the Total Revolving A Commitment
after the effective date of the Eighth Amendment pursuant to Section
3.02(a).
"Revolving A Loan Repayment Amount" shall mean at any time an amount
equal to the aggregate principal amount of Revolving A Loans repaid after
the effective date of the Eighth Amendment to this Agreement and on or
prior to such time pursuant to Section 4.02(h)(i).
"Second U.K. Company" shall mean a wholly-owned Subsidiary of the
Company, which shall be organized or incorporated under the laws of any of
the countries comprising the United Kingdom (or a political subdivision of
any thereof).
"Second U.K. Restructuring" shall consist of the transactions
described in Schedule XX.
8. On the Eighth Amendment Effective Date, Section 13 of the Credit
Agreement is hereby amended by adding the following new Sections 13.20 and
13.21:
"Section 13.20 Special Priority of Revolving A Banks. Notwithstand-
ing anything to the contrary contained in the Security Documents
(which are all deemed amended by this Section 13.20), the proceeds of
any Collateral obtained by the Collateral Agent upon an Event of
Default shall be applied first, after the payment of any and all
expenses and fees (including reasonable attorneys' fees and expenses)
incurred by the Collateral Agent in obtaining, taking possession of,
removing, insuring, repairing, storing and disposing of Collateral
and any and all amounts incurred by the Collateral Agent in connec-
tion therewith, to repay outstanding Revolving A Loans in an amount
equal to the Priority Amount then in effect, together with accrued
and unpaid interest, fees and other amounts then owing in connection
therewith, and thereafter as set forth in the Security Documents.
Section 13.21 Second U.K. Restructuring. Notwithstanding anything to the
contrary contained in this Agreement or any other Credit Agreement, the
Company shall be permitted to effect the Second U.K. Restructuring in
compliance with each of the actions outlined on Schedule XX (the "Second
U.K. Restructuring") on a basis satisfactory to the Administrative Agent;
provided that prior to the effectiveness of the Second U.K. Restructuring,
the Company shall have satisfied the following conditions:
(a) 99.9% of the capital stock of the Second U.K. Company
shall be pledged to the Collateral Agent, provided that the
pledge of such stock shall not be required, if in the
reasonable judgment of the Administrative Agent, it is
determined that such a pledge would preclude the Company
from realizing the tax benefits intended to be created by
the Second U.K. Restructuring;
(b) any intercompany notes made by the Second U.K. Company
and payable to The Interlake Companies, Inc. and/or Dexion
Group PLC, shall be pledged to the Collateral Agent
pursuant to (x) in the case of The Interlake Companies,
Inc., the Subsidiary U.S. Pledge Agreement dated as of
September 27, 1989 among Interlake ARD Corporation, The
Interlake Companies, Inc. and the Collateral Agent and (y)
in the case of Dexion Group PLC, the Share Charge Agreement
dated September 27, 1989 between Dexion Group PLC and the
Collateral Agent; and
(c) At the request of the Administrative Agent, the Company
shall provide to the Banks an opinion dated the date of the
Second U.K. Restructuring, from counsel (who shall be
satisfactory to the Administrative Agent) to the Company
and in form and substance reasonably satisfactory to the
Administrative Agent, covering the validity and perfection
of the pledge granted pursuant to such Company Pledge
Agreement and such other matters as the Administrative
Agent may reasonably request."
9. On the Eighth Amendment Effective Date, the Credit Agreement is
hereby amended by adding Schedule XX thereto in the form of Exhibit A hereto.
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
Eighth 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.
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 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.
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 "Eighth
Amendment Effective Date") when each of the following conditions shall have
been satisfied:
(a) On or prior to the Eighth Amendment Effective Date, 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; and
(b) On or prior to the Eighth Amendment Effective Date, the Company
shall have paid to the Administrative Agent for pro rata distribution to
the Banks, based upon their respective Loans and Commitments, a fee equal
to 3/8 of 1% of the total amount of all outstanding Loans and Commitments
on such date.
15. From and after the Eighth 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 capa-
city (except for the repre-
sentations 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:
BANK OF AMERICA, ILLINOIS
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:
DER AG SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH*
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
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:
ACCEPTED AND CONSENTED TO:
INTERLAKE DRC LIMITED
By________________________
Title:
DEXION GROUP PLC
By________________________
Title:
* Per John Redding's instructions: Eighth Amendment
signed as Girocredit, all future amendments should read DER
AG SPARKASSEN, GRAND CAYMEN ISLAND BRANCH instead of
Girocredit.
P. Fitzgerald
3/1/95