Exhibit 4.1
ELEVENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
ELEVENTH AMENDMENT (the "Amendment"), dated as of January 10, 1997
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"), THE
CHASE MANHATTAN BANK (as successor to 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, the
Seventh Amendment dated as of January 24, 1995, the Eighth Amendment dated
as of February 1, 1995 and the Ninth Amendment dated as of June 1, 1995 and
the Tenth Amendment dated as of September 25, 1996 (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 Eleventh Amendment Effective Date, Section 3.01 of
the Credit Agreement is hereby amended by deleting the number "150" on the
first line of clause (i) and inserting "210" in lieu thereof.
2. On the Eleventh Amendment Effective Date, Section 4.02(d)
of the Credit Agreement is hereby amended by deleting the number "150" which
appears in the proviso in the last sentence thereof and inserting in lieu
thereof the number "210".
3. On the Eleventh Amendment Effective Date, Section 7 of the
Credit Agreement is hereby amended by inserting a new Section 7.17 as follows:
"7.17. Consent Solicitation. (a) In the event that the Consent
Solicitation shall have become effective, the Company will have satisfied all
of the requirements of the Consent Solicitation in accordance with the terms
thereof and to the reasonable satisfaction of the Administrative Agent, which
Consent Solicitation will have been completed or terminated in accordance
with its terms by the Expiration Date (as defined in the Consent Solicitation
Statement).
4. On the Eleventh Amendment Effective Date, Section 8.05 is
hereby amended by (i) deleting the number "5,000,000" appearing in
clause (g)(v)(x) thereof and inserting in lieu thereof the number "10,000,000"
and (ii)(A) deleting the "and" at the end of clause (l), (B) deleting the
period at the end of clause (m) and inserting "; and" in lieu thereof and
(C) adding the following clause (n) at the end thereof:
"(n) the Company's Thai Subsidiary shall be permitted to incur
Indebtedness of up to $1,500,000.
5. On the Eleventh Amendment Effective Date, Section 8.06(xix)
and (xx) of the Credit Agreement is hereby amended by deleting the
number "150" contained therein and inserting in lieu thereof the
number "210".
6. On the Eleventh Amendment Effective Date, Section 8.13 is
hereby amended by adding the following proviso at the end of clause (ii)
thereof:
"provided, that the Company shall be permitted to amend the Senior
Note Indenture as set forth in the Consent Solicitation,"
7. On the Eleventh Amendment Effective Date, Section 10 of the
Credit Agreement is hereby amended by adding the following definitions in
alphabetical order:
"Consent Solicitation" shall mean the Consent Solicitation of the
Company with respect to the Senior Notes soliciting the consent of a majority
of the holders of the Senior Notes to amendments to the Senior Notes
Indenture which would allow the Company to repay Indebtedness subordinate in
right of payment to the Senior Notes.
"Consent Solicitation Statement" shall mean the Consent
Solicitation Statement issued in connection with the Consent Solicitation.
"Senior Note Indenture" shall mean the indenture, dated as of June
26, 1995, to the 12% Senior Notes, due 2001 between the Company and Bank One,
Columbus, N.A., as Trustee.
8. 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 Eleventh 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.
9. 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.
10. 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.
11. 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.
12. This Amendment shall become effective on the date (the
"Eleventh Amendment Effective Date") when each of the following conditions
shall have been satisfied:
(a) On or prior to the Eleventh 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) The Company shall have paid all fees and expenses (including
legal fees and expenses) then due and owing to the Administrative Agent.
13. From and after the Eleventh 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 /s/Stephen Gregory
Title: Vice President-Finance
SUBSIDIARY BORROWERS
DEXION (AUSTRALIA) PTY. LTD.
A.C.N. 000 083 956
By /s/Stephen R. Smith
Title: Authorized Agent
S.A. DEXION-REDIRACK N.V.
By /s/Stephen R. Smith
Title: Authorized Agent
DEXION INTERNATIONAL LIMITED
By /s/Stephen R. Smith
Title: Authorized Agent
DEXION GmbH
By /s/Stephen Gregory
Title: Authorized Agent
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 in-
dividual 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 /s/
Title:Assistant Vice President
BANKS
THE CHASE MANHATTAN BANK
Individually, and as
Administrative Agent
By /s/Ann Kurinskas
Title:Managing Director
THE FIRST NATIONAL BANK
OF CHICAGO
Individually, and as Co-Agent
By_________________________
Title:
THE MITSUI TRUST AND BANKING
COMPANY LIMITED
By /S/Margaret Holloway
Title: Vice President & Manager
NATIONAL BANK OF CANADA
By /s/C. F. Martin, Jr.
Title: VP & Manager
By /s/William W. Mucker
Title:Asst. Vice President
NATIONAL WESTMINSTER BANK PLC
By /s/
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/
Title: SVP
BANK OF AMERICA ILLINOIS
By /s/
Title: SVP
THE FUJI BANK, LIMITED
By /s/ Peter L. Chinnici
Title: Joint General Manager
THE NIPPON CREDIT BANK, LTD.
By /s/
Title: Senior Manager
THE BANK OF NOVA SCOTIA
By /s/F.C.H. Ashby
Title:Senior Manager Loan Operations
BANK OF YOKOHAMA
By_______________________
Title:
GIROCREDIT BANK AG
DER SPARKASSEN,
CAYMAN ISLAND BRANCH
By /s/
Title:
By /s/
Title:
SENIOR DEBT PORTFOLIO
By Boston Management and
Research, as Investment Advisor
By /s/
Title:Vice President
LEHMAN COMMERCIAL PAPER INC.
By /s/ Michele Swanson
Title: Authorized Signatory
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS, B.V.
By Chancellor LGT Senior Secured
Management, Inc. as Portfolio
Advisor
By /s/ Christopher A. Bondy
Title: Vice President
STICHTING RESTRUCTURED
OBLIGATIONS BACKED BY SENIOR
ASSETS 2, (ROSA 2)
By Chancellor LGT Senior Secured
Management, Inc. as Portfolio
Advisor
By /s/ Christopher A. Bondy
Title: Vice President
CERES FINANCE LTD.
By /s/
Title: Director
MFS HIGH INCOME FUND
By_______________________
Title:
ACCEPTED AND CONSENTED TO:
INTERLAKE DRC LIMITED
By /s/ Stephen Gregory
Title: Authorized Agent
DEXION GROUP PLC
By /s/ Stephen R. Smith
Title: Authorized Agent