Exhibit 4.15
DATED 11TH SEPTEMBER 2000
(1) LOMBARD NATWEST DISCOUNTING LIMITED
(2) NIAGARA LASALLE (UK) LIMITED
and
(3) NIAGARA CORPORATION
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AMENDMENT AGREEMENT
relating to an invoice discounting agreement
dated 23 August 1999
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EVERSHEDS
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Ref: UI/RHH
CONTENTS
1. INTERPRETATION.................................................1
2. AMENDMENT......................................................1
3. CONFIRMATIONS..................................................2
4. REPRESENTATIONS................................................2
5. MISCELLANEOUS..................................................2
SCHEDULE - AMENDMENTS TO THE INVOICE DISCOUNTING FACILITY.........3
THIS AGREEMENT is made on 11th September 2000
BETWEEN:
(1) LOMBARD NATWEST DISCOUNTING LIMITED a company incorporated in
England and Wales with Company Number 943038 whose registered
office is situate at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("LND");
(2) NIAGARA LASALLE (UK) LIMITED a company incorporated in England and
Wales with Company Number 3725308 and whose registered office is
situate at Victoria Steel Works, Bull Lane, Moxley, Wednesbury,
West Midlands WS10 8RS (the "Initial Client"); and
(3) NIAGARA CORPORATION a Delaware corporation whose principal place
of business is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America ("Niagara")
WHEREAS:
(A) Pursuant to an invoice discounting agreement dated 23 August 1999,
between LND and the Initial Client (the "Invoice Discounting
Agreement") LND agreed to make available to the Initial Client a
committed invoice discounting facility of a maximum amount of
(pound)20,000,000 (twenty million pounds sterling).
(B) The Initial Client and LND have subsequently agreed to certain
amendments to the Invoice Discounting Agreement.
NOW IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement (except where the context otherwise
requires or there is express provision herein to the
contrary) all terms and expressions used in this Agreement
shall have the meanings given to such terms and expressions
in the Invoice Discounting Agreement.
1.2 INTERPRETATION
Clause 1.3 of the Invoice Discounting Agreement shall be
deemed to be incorporated in this Agreement as if set out in
full herein, with all necessary changes.
2. AMENDMENT
As of and with effect from 30 June 2000 the Invoice Discounting
Agreement shall be amended in accordance with the amendments set out
in the attached Schedule.
3. CONFIRMATIONS
3.1 Save as expressly amended by this Agreement, the Invoice
Discounting Agreement shall remain in full force and effect.
3.2 Each of the parties hereto confirms that notwithstanding the
amendment of the Invoice Discounting Agreement each of the
Discounting Documents to which it is a party remains in full
force and effect and will continue to secure the obligations
of the Initial Client or any Client under the Invoice
Discounting Agreement as so amended, and that as and from
the date of this Agreement any and all references in each of
the Discounting Documents to the Invoice Discounting
Agreement will, where applicable, be construed as references
to the Invoice Discounting Agreement as amended by this
Agreement.
3.3 This Agreement shall be a Discounting Document.
4. REPRESENTATIONS
The Initial Client hereby represents and warrants to LND that save
as expressly varied or amended by this Agreement the
representations and warranties referred to in Clause 11.1 of the
Invoice Discounting Agreement are correct on the date hereof.
5. MISCELLANEOUS
5.1 This Agreement may be executed in several counterparts and
any single counterpart or set of counterparts, signed in
either case by all of the parties, shall be deemed to be an
original, and all taken together shall constitute one and
the same instrument.
5.2 This Agreement shall be governed by and construed in
accordance with English law.
5.3 The Initial Client shall be responsible for, on an indemnity
basis, the Bank's (and any of its advisers') costs including
any VAT and disbursements incurred in connection with this
Agreement.
5.4 Niagara is entering into this Agreement for the purposes of
acknowledging the variation to the Invoice Discounting
Agreement and not for any other purpose.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed the day and year first above written.
SCHEDULE
AMENDMENTS TO THE INVOICE DISCOUNTING AGREEMENT
With effect from 30 June 2000 the Invoice Discounting Agreement shall be
amended as set out in this Schedule. All references in this Schedule to
clause numbers are references to clauses in the Invoice Discounting
Agreement and all references to paragraph numbers are references to
paragraphs of this Schedule.
The existing Clause 12.4.1.1 contained in the Invoice Discounting Agreement
shall be deleted in its entirety and replaced with the following new Clause
12.4.1.1:-
PBIT TO INTEREST
12.4.1.1 the ratio of PBIT to Interest for each period referred to in
Column A below shall not be less than the ratio set out in
Column B below opposite that period:-
COLUMN A COLUMN B
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1/1/00 to 30/6/00 2.1:1
1/1/00 to 30/9/00 2.1:1
1/1/00 to 31/12/00 2.1:1
1/1/01 to 31/3/01 2.1:1
1/1/01 to 30/6/01 2.2:1
1/1/01 to 30/9/01 2.3:1
1/1/01 to 31/12/01 2.4:1
1/1/02 to 31/3/02 2.4:1
1/1/02 to 30/6/02 2.4:1
1/1/02 to 30/9/02 2.4:1
1/1/02 to 31/12/02 2.75:1
and in each calendar
quarter thereafter 2.75:1
SIGNED BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED BY /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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for and on behalf of for and on behalf of
NIAGARA LASALLE (UK) LIMITED LOMBARD NATWEST DISCOUNTING LIMITED
SIGNED BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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for and on behalf of
NIAGARA CORPORATION