EXHIBIT 4.2
AMENDMENT NO. 1
Dated as of August 31, 1998
to
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 27, 1989 and Amended and Restated as
of July 31, 1998
THIS AMENDMENT NO. 1 (this "Amendment") is made as of August
31, 1998 by and among The Interlake Corporation (the "Borrower"), the financial
institutions listed on the signature pages hereof (the "Banks") and The Chase
Manhattan Bank, as Administrative Agent (the "Agent") under that certain Third
Amended and Restated Credit Agreement dated as of September 27, 1989 and amended
and restated as of July 31, 1998, by and among the Borrower, the Banks, the
Agent and The First National Bank of Chicago, as Documentation Agent (the
"Credit Agreement"). Defined terms used herein and not otherwise defined herein
shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower, the Banks and the Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Banks and the Agent have agreed to the following amendment to the
Credit Agreement.
1. Amendment to Credit Agreement. Subject to the satisfaction
of the condition precedent set forth in Section 3 below, Section 8.11 of the
Credit Agreement is hereby amended by deleting from the proviso to clause(i)(a)
thereof the words "the amount of Disposition Proceeds at" and substituting
therefor the figure and words "$15,000,000 face value of such Senior Notes or
Permanent Subordinated Debentures at market".
2. Correction. The parenthetical phrase in Section 8.09(i) of
the Credit Agreement is corrected to read: "(i.e., negative $156,682,000)".
3. Conditions of Effectiveness. The effectiveness of the
foregoing amendment is subject to the condition precedent that the Agent shall
have received counterparts of this Amendment duly executed by the Borrower and
the Required Banks and the Consent attached hereto duly executed by the
Guarantors. Upon the satisfaction of the foregoing condition precedent, this
Amendment shall be deemed effective as of the date hereof.
4. Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their respective terms.
(b) As of the date hereof and giving effect to the terms of
this Amendment, (i) there exists no Default or Event of Default and (ii) the
representations and warranties contained in Section 6 of the Credit Agreement,
as amended hereby, are true and correct, except for changes reflecting events,
conditions or transactions permitted or not prohibited by the Credit Agreement.
5. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, each reference
to the Credit Agreement in the Credit Agreement or any other Loan Document shall
mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended and corrected above, the
Credit Agreement and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agent or the Banks, nor constitute a waiver of
any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
THE INTERLAKE CORPORATION,
as the Borrower
By:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President-Finance
THE CHASE MANHATTAN BANK,
as a Bank and as Administrative Agent
By:/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank and as Documentation Agent
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
THE BANK OF NOVA SCOTIA,
as a Bank
By:/s/F.C.H. ▇▇▇▇▇
Name: F. C. H. ▇▇▇▇▇
Title: Senior Manager Loan Operations
NATIONAL BANK OF CANADA,
as a Bank
By:/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
By:/s/C.F.(Boot) ▇▇▇▇▇▇, Jr.
Name: C.F.(Boot) ▇▇▇▇▇▇, Jr.
Title: Vice President and Manager
KZH-IV LLC,
as a Bank
By:/s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Agent
CONSENT
Dated as of August 31, 1998
The undersigned, as Guarantors under the Subsidiary
Guaranties, as Assignors under the Subsidiary Security Agreements and/or as
Pledgors under the Subsidiary Pledge Agreements (the Subsidiary Guaranties, the
Subsidiary Security Agreements and the Subsidiary Pledge Agreements being,
collectively, the "Credit Documents"), hereby consent to the foregoing Amendment
and hereby confirm and agree that (i) the Credit Documents are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed
in all respects except that, on and after the effective date of the foregoing
Amendment, each reference in the Credit Documents to "the Credit Agreement,"
"thereunder," "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
the foregoing Amendment, and (ii) the Subsidiary Security Agreements and the
Subsidiary Pledge Agreements and all of the Collateral described therein do, and
shall continue to, secure the payment of all of the Obligations.
CHEM-TRONICS, INC.
▇▇▇▇ ▇▇▇▇▇ SUPPLY COMPANY
INTERLAKE ARD CORPORATION
THE INTERLAKE COMPANIES, INC.
INTERLAKE MATERIAL HANDLING, INC.
CONCO-TELLUS, INC.
INTERLAKE AUSTRALIAN MINING
VENTURES, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
INTERLAKE DRC LIMITED
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President