EXHIBIT 4.1
SEVENTH AMENDMENT dated as of March 31, 1995, to the Credit
Agreement dated as of August 16, 1988, as amended and restated as
of July 27, 1992, and as further amended prior to the date hereof
(the "Credit Agreement"), among Northwestern Steel and Wire
Company, an Illinois corporation ("NWS"), Northwestern Steel and
Wire Company (formerly known as H/N Steel Company, Inc.), a wholly-
owned subsidiary of NWS ("NWS/Texas" and, together with NWS, the
"Borrowers"), the lenders party thereto (the "Lenders") and
Chemical Bank, as Agent for the Lenders (the "Agent").
The Borrowers have requested, subject to the terms and conditions
set forth herein, that the Lenders approve the amendments to the
Credit Agreement set forth in Section 1 of this Agreement in order
to permit NWS to establish a subsidiary that will construct, own
and operate a wire mesh plant in the State of Kentucky.
Accordingly, the Borrowers, the undersigned Lenders and the Agent
agree as follows:
SECTION 1. Amendments. (a) Article I of the Credit Agreement is
hereby amended by inserting the following definitions in their
appropriate alphabetical positions:
"Kentucky Plant" shall mean the wire mesh plant located in the
State of Kentucky to be constructed, owned and operated by the
Kentucky Subsidiary.
"Kentucky Subsidiary" shall mean a wholly-owned subsidiary of NWS
to be established for the purpose of constructing, owning and
operating the Kentucky Plant.
(b) The definition of "Excess Cash Flow" in Article I of the
Credit Agreement is hereby amended by inserting at the end of
clause (iii) thereof the phrase "or any Indebtedness of the
Kentucky Subsidiary to either Borrower".
(c) Clause (e) of Section 5.05 of the Credit Agreement is hereby
amended by (i) deleting the words "within three Business Days after
the end of each week and" at the beginning of such clause, and (ii)
deleting the proviso to such clause that was added thereto pursuant
to the Fifth Amendment dated as of June 7, 1994, to the Credit
Agreement.
(d) Section 6.01 of the Credit Agreement is hereby amended by
inserting in clause (g) thereof, after the reference to
"NWS/Delaware", the words "or the Kentucky Subsidiary".
(e) Section 6.06 of the Credit Agreement is hereby amended by
inserting in clause (v) thereof, after the reference to
"NWS/Texas", the words "or the Kentucky Subsidiary".
(f) Section 6.16 of the Credit Agreement is hereby amended by (i)
inserting at the end of the first parenthetical clause therein the
phrase "and (c) the Kentucky Subsidiary" and (ii) inserting the
following proviso at the end of the existing proviso to such
Section:
; and provided further that (1) the sole business activity of the
Kentucky Subsidiary shall be the acquisition, construction,
ownership and operation of the assets comprising the Kentucky Plant
and (2) the Kentucky Subsidiary shall not incur any Indebtedness
other than Indebtedness owed to NWS or NWS/Texas and Indebtedness
consisting of a Guarantee of the Obligations.
SECTION 2. Certain Agreements Regarding Kentucky Subsidiary. The
Borrowers agree that (a) promptly following creation of the
Kentucky Subsidiary (i) NWS will pledge, pursuant to the Pledge
Agreement, all the outstanding shares of capital stock of the
Kentucky Subsidiary, (ii) the Kentucky Subsidiary will Guarantee
the Obligations pursuant to a guarantee agreement satisfactory in
form and substance to the Agent and (iii) the Kentucky Subsidiary
will become a party to the Security Agreement pursuant to an
amendment or supplement thereto satisfactory in form and substance
to the Collateral Agent, and shall take such action as shall be
necessary, or as the Collateral Agent shall reasonably request, to
perfect the liens and security interests granted thereunder, (b)
any loans made by NWS or NWS/Texas to the Kentucky Subsidiary will
be evidenced by promissory notes pledged pursuant to the Pledge
Agreement and (c) the Borrowers will not permit the Kentucky
Subsidiary to enter into any agreement or become subject to any
other restriction that would impair the ability of the Kentucky
Subsidiary to mortgage the Kentucky Plant to secure the
Obligations, if requested to do so by the Required Lenders
following completion of the Kentucky Plant.
SECTION 3. Representations and Warranties. The Borrowers jointly
and severally represent and warrant to each of the Lenders that,
after giving effect to this Agreement:
(a) as of the date hereof, there exists no Event of Default or
event which, with notice, lapse of time or both, would constitute
an Event of Default;
(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all
material respects on and as of the date hereof except to the extent
such representations and warranties specifically relate to an
earlier date, in which case they were true and correct in all
material respects on and as of such earlier date; and
(c) as of the date hereof, the Borrowers have performed all
obligations to be performed on their part as set forth in the
Credit Agreement and the other Loan Documents.
SECTION 4. Conditions of Effectiveness. This Agreement shall
become effective upon receipt by the Agent (or its counsel) of
counterparts of this Agreement which, when taken together, bear the
signatures of each Borrower and the Required Lenders.
SECTION 5. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but
all of which when taken together shall constitute but one
instrument.
SECTION 7. Agreement. Except as expressly amended hereby, the
Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
SECTION 8. Expenses. The Borrowers shall pay all reasonable out-
of-pocket expenses incurred by the Agent or any Lender in
connection with this Agreement.
SECTION 9. Headings. The headings of this Agreement are for the
purposes of reference only and shall not limit or otherwise affect
the meaning hereof.
SECTION 10. Capitalized Terms. Unless otherwise specified,
capitalized terms used herein shall have the respective meanings
assigned thereto in the Credit Agreement.
IN WITNESS WHEREOF, the Borrowers, the Agent and the undersigned
Lenders have caused this Agreement to be duly executed by their
duly authorized officers, all as of the date first above written.
NORTHWESTERN STEEL AND WIRE COMPANY, an Illinois corporation,
By /s/ EDWARD G. MARIS
______________________
Name:
Title: Senior Vice President and Chief Financial Officer
NORTHWESTERN STEEL AND WIRE COMPANY, a Texas corporation,
By /s/ EDWARD G. MARIS
______________________
Name:
Title: Senior Vice President and Chief Financial Officer
CHEMICAL BANK, in its capacity as a Lender and as Agent,
By /s/ RONALD POTTER
______________________
Name:
Title: Managing Director
MARINE MIDLAND BUSINESS LOANS, INC.,
By /s/ MICHAEL J. O'CONNELL
______________________
Name:
Title: Assistant Vice President
WELLS FARGO BANK, N.A.,
By /s/ K.J. HARRISON
_______________________
Name:
Title: Vice President
MITSUI NEVITT CAPITAL CORP.,
By /s/ DAN JOSEFOV
_______________________
Name:
Title: Vice President
THE TRAVELERS INSURANCE COMPANY,
By /s/ JOHN W. PETCHLER
_______________________
Name:
Title: Second Vice President
THE TRAVELERS INDEMNITY COMPANY,
By /s/ JOHN W. PETCHLER
_______________________
Name:
Title: Second Vice President
THE PHOENIX INSURANCE COMPANY,
By /s/ JOHN W. PETCHLER
_______________________
Name:
Title: Second Vice President
THE TRAVELERS INSURANCE COMPANY (AS TO SEPARATE ACCOUNT D),
By /s/ JOHN W. PETCHLER
_______________________
Name:
Title: Second Vice President
HELLER FINANCIAL, INC.,
By /s/ MARK TOMPKINS
_______________________
Name:
Title: Assistant Vice President