THIRTEENTH AMENDMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
THIRTEENTH AMENDMENT (the "Amendment"), dated as of July 28, 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 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, the Eleventh Amendment dated
as of January 10, 1997 and the Twelfth Amendment and Waiver dated as of June
27, 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 desires to form Interlake Material Handling,
Inc., a Delaware corporation that will be a wholly-owned Subsidiary of The
Interlake Companies, Inc.;
WHEREAS, the Company desires to have The Interlake Companies, Inc.
transfer its entire U.S. material handling business and all assets related
thereto to Interlake Material Handling, Inc.;
WHEREAS, the Company, the Subsidiary Borrowers and the Banks wish
to amend the Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
i. On the Thirteenth Amendment Effective Date, Section 8.02
of the Credit Agreement is hereby amended by (a) deleting the
word "and" at the end of clause (xiv) and inserting a comma
in lieu thereof, (b) deleting the period appearing at the end
of clause (xv) and inserting "and" in lieu thereof and (c)
inserting the following new clause (xvi) after clause (xv):
"(xvi) The Interlake Companies, Inc. shall be permitted to
transfer its entire U.S. material handling business and all assets
related thereto to Interlake Material Handling, Inc. so long as (x) The
Interlake Companies, Inc. pledges its shares in Interlake Material
Handling, Inc. pursuant to the Subsidiary U.S. Pledge Agreement, dated
as of September 27, 1989 among Interlake ARD Corporation, The Interlake
Companies, Inc. and the Collateral Agent, (y) Interlake Material
Handling, Inc. shall be a Subsidiary, Subsidiary Guarantor and
Subsidiary Assignor under the Credit Agreement and shall comply with all
of the requirements of Section 7.10 of the Credit Agreement, and the
Collateral Agent shall release its liens (evidencing The Interlake
Companies, Inc. as the debtor) on the assets to be transferred, after
the Thirteenth Amendment Effective Date but prior to the transfer and
(z) Interlake Material Handling, Inc. assumes all the liabilities of The
Interlake Companies, Inc. relating to the U.S. material handling
business."
ii. On the Thirteenth Amendment Effective Date, Section 10
of the Credit Agreement is hereby amended by adding the
following definition in alphabetical order:
"Thirteenth Amendment Effective Date" shall have the meaning
provided in the Thirteenth Amendment to the Amended and Restated Credit
Agreement dated as of July 28, 1997."
iii. The Banks hereby authorize the Administrative Agent to
take all further actions that the Administrative Agent deems
necessary to create and/or perfect the security interests
required under the Credit Agreement and resulting from the
creation of Interlake Material Handling, Inc. as a new
Subsidiary of the Interlake Companies, Inc. and the transfer
of assets described in Section 1 above.
iv. 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 Thirteenth
Amendment Effective Date as defined in Section 8 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.
v. 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.
vi. 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.
vii. 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.
viii. This Amendment shall become effective on the date
(the "Thirteenth Amendment Effective Date") when each of
the following conditions shall have been satisfied:
(a) 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.
ix. From and after the Thirteenth 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
Name: Stephen Gregory
Title:Vice President-Finance
SUBSIDIARY BORROWERS
DEXION (AUSTRALIA) PTY. LTD.
A.C.N. 000 083 956
By /s/Stephen R. Smith
Name: Stephen R. Smith
Title: Authorized AGent
S.A. DEXION-REDIRACK N.V.
By /s/ Stephen R. Smith
Name: Stephen R. Smith
Title: Authorized Agent
DEXION INTERNATIONAL LIMITED
By /s/Stephen R. Smith
Name: Stephen R. Smith
Title: Authorized Agent
DEXION GmbH
By /s/Stephen Gregory
Name: 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
Name:Jeffrey S. Schiedemeyer
Title:Vice President
BANKS
BANK OF AMERICA ILLINOIS
By /s/Lewis W. Solimene, Jr.
Name: Lewis W. Solimene, Jr.
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/Lewis W. Solimene, Jr.
Name: Lewis W. Solimene, Jr.
Title:Senior Vice President
THE BANK OF NOVA SCOTIA
By /s/F.C.H. Ashby
Name: F.C.H. Ashby
Title:Senior Manager Loan
Operations
CERES FINANCE LTD.
By /s/John Cullinane
Name: John Cullinane
Title: Director
THE CHASE MANHATTAN BANK
Individually, and as
Administrative Agent
By /s/Timothy J. Storms
Name: Timothy J. Storms
Title: Managing Director
THE FIRST NATIONAL BANK
OF CHICAGO
Individually, and as Co-Agent
By /s/Karen F. Kizer
Name: Karen F. Kizer
Title: Senior Vice President
THE FUJI BANK, LIMITED
By /s/Peter L. Chinnici
Name: Peter L. Chinnici
Title: Joint General Manager
GIROCREDIT BANK AG
DER SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH
By /s/John Redding
Name: John Redding
Title: VP
By /s/Anca Trifan
Name: Anca Trifan
Title:VP
LEHMAN COMMERCIAL PAPER INC.
By /s/Michele Swenson
Name: Michele Swenson
Title: Authorized Signatory
MFS SERIES TRUST III
on behalf of
MFS HIGH INCOME FUND
By /s/
Name:
Title:vice President
THE MITSUI TRUST AND BANKING
COMPANY LIMITED
By /s/Margaret Holloway
Name: Margaret Holloway
Title:Vice President & Manager
MORGAN STANLEY SENIOR FUNDING,
INC.
By /s/Christopher A. Pucillo
Name: Christopher A. Pucillo
Title: Vice President
NATIONAL BANK OF CANADA
By /s/Jonathan M. Millard
Name: Johnathan M. Millard
Title:Assistant Vice President
By /s/William Mucker
Name: William Mucker
Title:Assistant Vice President
NATIONAL WESTMINSTER BANK PLC
By /s/David E. Yewer
Name: David E. Yewer
Title:Senior Vice President
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS, B.V.
By: Chancellor LGT Senior
Secured Management, Inc. as
Portfolio Advisor
By /s/Timothy Daileader
Name: Timothy Daileader
Title:Assistant VP
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research, as Investment
Advisor
By /s/Scott H. Page
Name: Scott H. Page
Title: Vice President
ACCEPTED AND CONSENTED TO:
INTERLAKE DRC LIMITED
By /s/Stephen Gregory
Name:Stephen Gregory
Title:Authorized Agent
DEXION GROUP PLC
By /s/Stephen R. Smith
Name:Stephen R. Smith
Title:Authorized Agent