Exhibit 4.2
TWELFTH AMENDMENT AND WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT
TWELFTH AMENDMENT AND WAIVER (the "Amendment"), dated as of June
27, 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, the Ninth Amendment dated as of June 1, 1995, the
Tenth Amendment dated as of September 25, 1996 and the Eleventh Amendment
dated as of January 10, 1997 (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 Twelfth Amendment Effective Date, Section 4.02(h)
of the Credit Agreement is hereby waived with respect to Dexion (Australia)
Pty. Ltd. to the extent necessary to allow Dexion (Australia) Pty. Ltd. to
repay (i) first, its outstanding Subsidiary Revolver B Loan and then
(ii) second, its Subsidiary Term Loan, with proceeds received from its
incurrence of Indebtedness pursuant to Section 8.05(n).
2. On the Twelfth Amendment Effective Date, Section 8.01 of
the Credit Agreement is hereby amended by (i) deleting the word "and" at the
end of clause (viii) thereof, (ii) deleting the period appearing at the end
of clause (ix) and inserting "; and" in lieu thereof and (iii) inserting the
following new clause (x) after clause (ix):
"(x) Liens securing Indebtedness incurred by Dexion (Australia)
Pty. Ltd. pursuant to Section 8.05(n)."
3. On the Twelfth Amendment Effective Date, Section 8.05 of
the Credit Agreement is hereby amended by (i) deleting the word "and" at the
end of clause (l) thereof, (ii) deleting the period appearing at the end of
clause (m) and inserting "; and" in lieu thereof and (iii) inserting the
following new clause (n) after clause (m):
"(n) Indebtedness incurred by Dexion (Australia) Pty. Ltd., not
to exceed AUS$17,250,000 at any one time outstanding, from the time
after the Twelfth Amendment Effective Date, so long as in connection
with the first incurrence of such Indebtedness, Dexion (Australia) Pty.
Ltd. shall pay off its outstanding Subsidiary Revolving B Loan (and
which such Subsidiary Revolving B Loan may not be reborrowed) and its
outstanding Subsidiary Term Loan, and upon the repayment by Dexion
(Australia) Pty. Ltd. of such Loans, (i) it shall cease to be a
Subsidiary Borrower under this Agreement and (ii) any security interests
in collateral of Dexion (Australia) Pty. Ltd. securing such Loans shall
be released and the Administrative Agent shall be authorized to execute
all necessary documentation to effect such releases."
4. On the Twelfth Amendment Effective Date, Section 8.14 of
the Credit Agreement is hereby amended by (i) inserting the following
parenthetical immediately after the first appearance of the word
"Subsidiaries" in clause (II) thereof:
"(other than Dexion (Australia) Pty. Ltd.)".
5. On the Twelfth Amendment Effective Date, Section 10 of
the Credit Agreement is hereby amended by adding the following definitions
in alphabetical order:
"Australian Dollars" and the sign "AUS$" shall each mean freely
transferable lawful money of Australia (expressed in Australian dollars).
"Twelfth Amendment Effective Date" shall have the meaning provided
in the Twelfth Amendment to the Credit Agreement dated as of June 27, 1997."
6. 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 Twelfth Amendment Effective Date as defined in
Section 10 below, 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.
7. 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.
8. 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.
9. 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.
10. This Amendment shall become effective on the date (the
"Twelfth Amendment Effective Date") when each of the following conditions
shall have been satisfied:
(a) On or prior to the Twelfth 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.
11. From and after the Twelfth 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
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 /s/ Jeffrey S. Schiedemeyer
Title: Vice President
BANKS
THE CHASE MANHATTAN BANK
Individually, and as
Administrative Agent
By /s/Timothy Storms
Title: Managing Director
THE FIRST NATIONAL BANK
OF CHICAGO
Individually, and as Co-Agent
By Karen F. Kizer
Title: Senior Vice President
THE MITSUI TRUST AND BANKING
COMPANY LIMITED
By /s/Yoshiki Karatau
Title: Deputy General Manager
NATIONAL BANK OF CANADA
By /s/Leroy A. Irvin
Title: Vice President
/s/C.F.(Boot) Martin, Jr.
Vice President & Manager
By_________________________
Title:
NATIONAL WESTMINSTER BANK PLC
By /s/David Yewer
Title:Senior Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/Lewis W. Solimene, Jr.
Title:Senior Vice President
BANK OF AMERICA ILLINOIS
By /s/Lewis W. Solimene,Jr.
Title:Senior Vice President
THE FUJI BANK, LIMITED
By /s/Tetsuo Kamatsu(K-219)
Title:Joint General Manager
THE NIPPON CREDIT BANK, LTD.
By_______________________
Title:
THE BANK OF NOVA SCOTIA
By /s/A.S. Norsworthy
Title:Sr. Team Leader-Loan Operations
BANK OF YOKOHAMA
By_______________________
Title:
GIROCREDIT BANK AG
DER SPARKASSEN,
CAYMAN ISLAND BRANCH
By/s/John Redding
Title: VP
By/s/Richard Stone
Title: FVP
By_______________________
Title:
SENIOR DEBT PORTFOLIO
By Boston Management and
Research, as Investment Advisor
By /s/Scott Page
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_________________________
Title:
CERES FINANCE LTD.
By /s/John M. Cullinane
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