EX-4.2 6 g74427ex4-2.txt FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 4.2 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of September 1, 1998, among MTL INC., a Florida corporation (the "U.S. Borrower"), LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE, a Quebec company and a Wholly-Owned Subsidiary of the U.S. Borrower (the "Canadian Borrower"), the Banks party to the Credit Agreement referred to below on the date hereof and immediately before giving effect to this Amendment (the "Existing Banks"), ABN AMRO BANK, THE BANK OF NOVA SCOTIA, BHF-BANK AKTIENGESELLSCHAFT, CREDITANSTALT CORPORATE FINANCE, INC. and ROYAL BANK OF CANADA, as Co-Agents (in such capacity, each a "Co-Agent" and, collectively, the "Co-Agents"), SALOMON BROTHERS HOLDING COMPANY, INC., as Documentation Agent (in such capacity, the "Documentation Agent"), BANKERS TRUST COMPANY, as Syndication Agent (in such capacity, the "Syndication Agent"), and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity, the "Administrative Agent"), and each of the banks listed on Schedule A hereto (each, a "New Bank" and, collectively, the "New 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, the U.S. Borrower, the Canadian Borrower, the Existing Banks, the Co-Agents, the Documentation Agent, the Syndication Agent and the Administrative Agent are parties to a Credit Agreement, dated as of June 9, 1998 and amended and restated as of August 28, 1998 (the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: 1. Each Existing Bank hereby sells and assigns to each New Bank without recourse and without representation or warranty (other than as expressly provided herein), and each New Bank hereby purchases and assumes from each Existing Bank, that interest in and to each Existing Bank's rights and obligations in respect of those Tranches set forth on Schedule B hereto under the Credit Agreement as of the date hereof which in the aggregate for each such New Bank represents such New Bank's pro rata share (for each such New Bank, its "Pro Rata Share") in such Tranches as set forth on such Schedule B (calculated after giving effect to this Amendment), and such Pro Rata Share represents all of the outstanding rights and obligations under the Credit Agreement in respect of the Tranches that are being sold and assigned to each such New Bank pursuant to this Amendment, including, without limitation, (i) in the case of any assignment of the outstanding Tranche A Term Loans, all rights and obligations with respect to such New Bank's Pro Rata Share of such outstanding Tranche A Term Loans, (ii) in the case of any assignment of the outstanding Tranche B Term Loans, all rights and obligations with respect to such New Bank's Pro Rata Share of such outstanding Tranche B Term Loans, (iii) in the case of any assignment of the outstanding Tranche C Term Loans, all rights and obligations with respect to such New Bank's Pro Rata Share of such outstanding Tranche C Term Loans and (iv) in the case of any assignment of any portion of the Total Revolving Loan Commitments, all rights and obligations with respect to such New Bank's Pro Rata Share of the Total Revolving Loan Commitments and of any outstanding Revolving Loans and Letters of Credit. After giving effect to this Amendment, each Bank's outstanding Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and Revolving Loan Commitment will be as set forth on Schedule C hereto. 2. In accordance with the requirements of Section 13.04(b) of the Credit Agreement, on the First Amendment Effective Date (as defined below), (i) the Credit Agreement shall be amended by deleting Schedule I thereto in its entirety and by inserting in lieu thereof a new Schedule I in the form of Schedule C hereto and (ii) the U.S. Borrower and/or the Canadian Borrower agrees that it will issue an appropriate Tranche A Term Note, Tranche B Term Note, Tranche C Term Note and/or Revolving Note to each Bank in conformity with the requirements of Sections 1.01 of the Credit Agreement. 3. On and after the First Amendment Effective Date, Annex II to the Credit Agreement shall be amended by deleting such Annex in its entirety and inserting in lieu thereof a new Annex II in the form of Schedule D hereto. 4. Each Existing Bank (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the U.S. Borrower or the Canadian Borrower or any of their Subsidiaries or the performance or observance by the U.S. Borrower or the Canadian Borrower or any of their Subsidiaries of any of their respective obligations under the Credit Agreement or the other Credit Documents to which they are a party or any other instrument or document furnished pursuant thereto. 5. Each New Bank (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Co-Agents, the Documentation Agent, the Syndication Agent, the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is a parent company or an affiliate of an Existing Bank which is at least 50% owned by such Existing Bank or its parent company or an Eligible Transferee under Section 13.04(b) of the Credit Agreement; (iv) 2 appoints and authorizes the Administrative Agent, the Syndication Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, the Syndication Agent and the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; and (vi) to the extent legally entitled to do so, agrees to promptly submit to the U.S. Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms described in Section 13.04(b) of the Credit Agreement. 6. Each of the Existing Banks, the New Banks and the Administrative Agent hereby agree that (x) all interest on any New Bank's Pro Rata Share of the Loans, all Commitment Fees (if any) on such New Bank's Pro Rata Share of the Total Revolving Loan Commitments, and all Letter of Credit Fees (if applicable) on such New Bank's participation in all Letters of Credit, in each case accrued prior to the delivery by such New Bank of the amount referred to in clause (ii) of Section 11 of this Amendment, shall be for the account of the respective Existing Banks and (y) all such interest, Commitment Fees and Letter of Credit Fees accrued on and after the delivery of the amount referred to in clause (ii) of such Section 11 shall be for the account of such New Bank. 7. In accordance with Section 13.04(b) of the Credit Agreement, on and as of the date upon which each New Bank delivers the amount referred to in clause (ii) of Section 11 of this Amendment, such New Bank shall become a "Bank" under, and for all purposes of, the Credit Agreement and the other Credit Documents and, notwithstanding anything to the contrary in Section 13.17 of the Credit Agreement, the Administrative Agent shall record the transfers contemplated hereby in the Register. The Administrative Agent hereby waives the assignment fee referred to in Section 13.04(b) of the Credit Agreement in connection with the assignments effected hereby. 8. 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. 9. 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 Borrower and the Administrative Agent. 10. 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. 11. Subject to Section 12 of this Amendment, this Amendment shall become effective on the date (the "First Amendment Effective Date") when (i) the U.S. Borrower, the Canadian Borrower, the Co-Agents, the Administrative Agent, the Documentation Agent, the Syndication Agent, each Existing Bank and each New Bank shall have signed a counterpart hereof 3 (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office and (ii) each New Bank shall have delivered to the Administrative Agent for the account of the relevant Existing Bank, an amount equal to such New Bank's relevant Pro Rata Share of the principal amount of the outstanding Loans being assigned to such New Bank. 12. Notwithstanding Section 11 of this Amendment, if for any reason any New Bank shall not have (i) signed a counterpart hereof and delivered the same to the Administrative Agent at its Notice Office and (ii) delivered to the Administrative Agent an amount equal to such New Bank's relevant Pro Rata Share of the principal amount of the outstanding Loans being assigned to such New Bank, in each case on or prior to September 1, 1998, then, if the respective Existing Bank agrees, this Amendment shall become effective notwithstanding such failure, provided that (x) Schedule C shall be modified to delete any such New Bank and such New Bank's relevant Pro Rata Share shall be reallocated to the respective Existing Banks on a pro rata basis and (y) the signature pages of this Amendment shall be deemed revised to delete such New Bank's name therefrom. 13. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby. * * * 4 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. MTL INC. By: ____________________________________ Name: Title: LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE By: ____________________________________ Name: Title: CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent By: ____________________________________ Name: Title: By: ____________________________________ Name: Title: BANKERS TRUST COMPANY, Individually and as Syndication Agent By: ____________________________________ Name: Title: SALOMON BROTHERS HOLDING COMPANY INC., Individually and as Documentation Agent By: ____________________________________ Name: Title: ABN AMRO BANK N.V. , as Co-Agent By: ____________________________________ Name: Title: By: ____________________________________ Name: Title: THE BANK OF NOVA SCOTIA, as Co-Agent By: ____________________________________ Name: Title: BHF-BANK AKTIENGESELLSCHAFT By: ____________________________________ Name: Title: BALANCED HIGH YIELD FUND II LTD. By: BHF-Bank Aktiengesellschaft acting through its New York Branch as attorney in fact By: ____________________________________ Name: Title: CREDITANSTALT CORPORATE FINANCE, INC., as Co-Agent By: ____________________________________ Name: Title: By: ____________________________________ Name: Title: ROYAL BANK OF CANADA, as Co-Agent By: ____________________________________ Name: Title: COMERICA BANK, N.A. By: ____________________________________ Name: Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By: ____________________________________ Name: Title: BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: ____________________________________ Name: Title: SOCIETE GENERALE By: ____________________________________ Name: Title: BANK POLSKA KASA OPIEKI S.A. - PEKAO By: ____________________________________ Name: Title: METROPOLITAN LIFE INSURANCE COMPANY By: ____________________________________ Name: Title: PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ____________________________________ Name: Title: NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its Agent By: Greenwich Capital Markets, Inc., its Agent By: ____________________________________ Name: Title: BANKBOSTON, N.A. By: ____________________________________ Name: Title: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: ____________________________________ Name: Title: KZH SOLEIL LLC By: ____________________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE By: ____________________________________ Name: Title: OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as Investment Advisor By: ____________________________________ Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: ____________________________________ Name: Title: SANKATY HIGH YIELD ASSET PARTNERS, L.P. By: ____________________________________ Name: Title: MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED By: ____________________________________ Name: Title: SCHEDULE A NEW BANKS Oxford Strategic Income Fund Senior Debt Portfolio Sankaty High Yield Asset Partners, L.P. Merrill Lynch, Pierce Fenner & Smith Incorporated SCHEDULE B RELEVANT PERCENTAGES
TRANCHE A TRANCHE B TRANCHE C REVOLVING REVOLVING REVOLVING TERM LOAN TERM LOAN TERM LOAN LOAN LOAN LOAN BANK COMMITMENT COMMITMENT COMMITMENT COMMITMENT SUB-COMMITMENT SUB-COMMITMENT ---- ---------- ---------- ---------- ---------- -------------- -------------- Credit Suisse First 11.14% 9.96% 12.45% 0% Boston Bankers Trust Company 11.14% 9.96% 12.45% 0% Salomon Brothers Holding 6.37% 5.69% 7.12% 0% Company, Inc. ABN AMRO Bank N.V. 9.56% 8.54% 10.67% 0% The Bank of Nova Scotia 2.78% 0% 50.00% BHF-Bank 9.56% 10.67% 0% Aktiengesellschaft. Creditanstalt Corporate 7.13% 7.64% 0% Finance, Inc. Comerica Bank, N.A. 5.30% 5.37% 0% The Mitsubishi Trust and 8.34% 9.16% 0% Banking Corporation Bank of Tokyo-Mitsubishi 9.56% 10.67% 0% Trust Company Royal Bank of Canada 6.11% 0% 50.00% Societe Generale 9.56% 10.67% 0%
Schedule B Page 2 Bank Polska Kasa Opieki 3.49% 3.10% 0% S.A. - Pekao Balanced High Yield Fund 0% 0% 0% II, Ltd. Metropolitan Life 0% 0% 0% Insurance Company Prudential Insurance 0% 0% 0% Company of America National Westminster 0% 0% 0% Bank Plc BankBoston, N.A. 0% 0% 0% Morgan Stanley Dean 0% 0% 0% Witter Prime Income Trust KZH Soleil 0% 0% 0% Canadian Imperial Bank 0% 0% 0% of Commerce Oxford Strategic Income 0% 0% 0% Fund Senior Debt Portfolio 0% 0% 0% Sankaty High Yield Asset 0% 0% 0% Partners, L.P. Merrill Lynch, Pierce 0% 0% 0% Fenner & Smith Incorporated
SCHEDULE C COMMITMENTS
NON- CANADIAN CANADIAN TRANCHE A TRANCHE B TRANCHE C REVOLVING REVOLVING REVOLVING TERM LOAN TERM LOAN TERM LOAN LOAN LOAN LOAN BANK COMMITMENT COMMITMENT COMMITMENT COMMITMENT SUB-COMMITMENT SUB-COMMITMENT ---- ---------- ---------- ---------- ---------- -------------- -------------- Credit Suisse First 10,027,548.21 10,769,230.78 9,230,769.20 7,472,451.79 7,472,451.79 0 Boston Bankers Trust Company 10,027,548.21 10,769,230.77 9,230,769.23 7,472,451.79 7,472,451.79 0 Salomon Brothers Holding 5,730,027.55 0 0 4,269,972.45 4,269,972.45 0 Company Inc. ABN AMRO Bank N.V. 8,595,041.32 0 0 6,404,958.68 6,404,958.68 0 The Bank of Nova Scotia 2,500,000 0 0 7,500,000 0 7,500,000 BHF-Bank 8,595,041.32 0 0 6,404,958.68 6,404,958.68 0 Aktiengesellschaft Creditanstalt Corporate 6,413,223.14 1,615,384.62 1,384,615.38 4,586,776.86 4,586,776.86 0 Finance, Inc. Comerica Bank, N.A. 4,776,859.50 2,692,307.69 2,307,692.31 3,223,140.50 3,223,140.50 0 The Mitsubishi Trust and 7,504,132.23 0 0 5,495,867.77 5,495,867.77 0 Banking Corporation Bank of Tokyo-Mitsubishi 8,595,041.32 0 0 6,404,958.68 6,404,958.68 0 Trust Company Royal Bank of Canada 5,500,000 3,230,769.23 2,769,230.77 7,500,000 0 7,500,000
Schedule C Page 2 Societe Generale 8,595,041.32 2,692,307.69 2,307,692.31 6,404,958.68 6,404,958.68 0 Bank Polska Kasa Opieki 3,140,495.87 0 0 1,859,504.13 1,859,504.13 0 S.A. - Pekao Balanced High Yield Fund 0 2,692,307.69 2,307,692.31 0 0 0 II, Ltd. Metropolitan Life 0 8,076,923.08 6,923,076.92 0 0 0 Insurance Company Prudential Insurance 0 3,769,230.77 3,230,769.23 0 0 0 Company of America National Westminster 0 4,307,692.31 3,692,307.69 0 0 0 Bank Plc BankBoston, N.A. 0 5,384,615.38 4,615,384.62 0 0 0 Morgan Stanley Dean 0 5,384,615.38 4,615,384.62 0 0 0 Witter Prime Income Trust KZH Soleil LLC 0 3,769,230.77 3,230,769.23 0 0 0 Canadian Imperial Bank 0 9,692,307.69 8,307,692.31 0 0 0 of Commerce Oxford Strategic Income 0 1,076,923.08 923,076.92 0 0 0 Fund Senior Debt Portfolio 0 7,000,000 6,000,000 0 0 0 Sankaty High Yield Asset 0 6,461,538.46 5,538,461.54 0 0 0 Partners, L.P. Merrill Lynch, Pierce 0 2,692,307.69 2,307,692.31 0 0 0 Fenner & Smith Incorporated Total $90,000,000 $105,000,000 $90,000,000 $75,000,000 $60,000,000 $15,000,000
SCHEDULE D BANK ADDRESSES
Bank Address ---- ------- Bankers Trust Company One Bankers Trust Plaza New York, New York 10006 Attention: Anthony LoGrippo Telephone No.: (212) 250-2500 Facsimile No.: (212) 250-7218 Credit Suisse First Boston 11 Madison Avenue New York, New York 10010 Attention: Robert Hetu Telephone No.: (212) 325-4542 Facsimile No.: (212) 325-8309 Salomon Brothers Holding Company Inc. 7 World Trade Center New York, NY 10048 Attention: Caesar Wyszomirski Telephone No.: (212) 783-8092 Facsimile No.: (212) 783-2023 ABN AMRO Bank N.V. 135 South LaSalle Street, Suite 611 Chicago, IL 60674 Attention: Dave Thomas Telephone No.: (312) 904-2506 Facsimile No.: (312) 904-2849 The Bank of Nova Scotia 600 Peachtree Street NE, Suite 2700 Atlanta, GA 30308 Attention: Frank Sandler Telephone No.: (404) 877-1505 Facsimile No.: (404) 888-8998 Comerica Bank, N.A. 500 Woodward Avenue Detroit, MI 48226-3280 Attention: Martin Ellis Telephone No.: (313) 222-6122 Facsimile No.: (313) 222-3330 Creditanstalt Corporate Finance, Inc. 2 Ravinia Drive, Suite 1680 Atlanta, GA 30346 Attention: Carl Drake Telephone No.: (770) 390-1848 Facsimile No.: (770) 390-1851
Schedule D Page 2 The Mitsubishi Trust and Banking Corporation 520 Madison Avenue New York, NY 10022 Attention: Paul Arzouian Telephone No.: (212) 891-8425 Facsimile No.: (212) 644-6825 Societe Generale 303 Peachtree Street NE, Suite 3840 Atlanta, GA 30308 Attention: Ralph Saheb Telephone No.: (214) 979-2764 Facsimile No.: (214) 754-0171 Bank of Tokyo-Mitsubishi Trust Company 1251 Avenue of the Americas New York, NY 10020 Attention: Nicholas Campbell Telephone No.: (212) 782-4268 Facsimile No.: (212) 782-4981 Bank Polska Kasa Opieki S.A.- Pekao S.A. Group 470 Park Avenue South New York, NY 10016 Attention: Harvey Winter Telephone No.: (212) 251-1222 Facsimile No.: (212) 679-5910 BHF-Bank Aktiengesellschaft 590 Madison Avenue New York, NY 10022 Attention: Tony Heyman Telephone No.: (212) 756-5540 Facsimile No.: (212) 756-5536 Royal Bank of Canada Grand Cayman (North America No. 1) Branch c/o New York Branch One Liberty Plaza, 4th Floor New York, NY 10006-1404 Attention: Loans Administration Telephone No.: (212) 428-6305 Facsimile No.: (212) 428-2372 with a copy to: One Liberty Plaza, 4th Floor New York, NY 10006-1404 Attention: Michael J. Madnick Telephone No.: (212) 428-6203 Facsimile No.: (212) 428-6459 Metropolitan Life Insurance Company 334 Madison Avenue Convent Station, NJ 07961 Attention: Frank Monfalcone Telephone No.: (973) 254-3228 Facsimile No.: (973) 254-3032
Schedule D Page 3 Prudential Insurance Company of America Prudential Capital Group - GC4 7th Floor 100 Mulberry Street Newark, NJ 07102 Attention: B. Ross Smead Janet G. Crowe Telephone No.: (973) 802-6814 Facsimile No.: (973) 802-7045 National Westminster Bank Plc One East Fourth Street, 3rd Floor Cincinnati, OH 45202 Attention: David Taylor Telephone No.: (513) 579-2194 Facsimile No.: (513) 579-2910 BankBoston, N.A. BankBoston, N.A. 100 Federal Street (Mailcode: 01-23-01) Boston, MA 02110 Attention: Lisa Robinson-Patterson Telephone No.: (617) 434-0535 Facsimile No.: (617) 434-4909 Morgan Stanley Dean Witter Prime Income Trust Morgan Stanley Dean Witter Advisors 2 World Trade Center, 72nd Floor New York, NY 10048 Attention: Shelia Finnerty Telephone No.: (212) 392-5686 Facsimile No.: (212) 392-5345 KZH-Soleil LLC SunAmerica Investments, Inc. One SunAmerica Center, 34th Floor Los Angeles, CA 90067-6022 Attention: Steve Staver Telephone No.: (310) 772-6125 Facsimile No.: (310) 772-6078 CIBC, Inc. 1330 Avenue of the Americas New York, NY 10019 Attention: David Lerner Telephone No.: (212) 603-8550 Facsimile No.: (212) 603-8505 Oxford Strategic Income Fund Eaton Vance Management Attn: Prime Rate Reserves 24 Federal St., 6th Floor Attention: Juliana M. Riley Daniel Anaya Telephone No.: (617) 348-0115 Facsimile No.: (617) 695-9594
Schedule D Page 4 Senior Debt Portfolio Senior Debt Portfolio c/o Boston Management and Research 24 Federal Street, 6th Floor Boston, MA 02110 Attention: Juliana M. Riley Daniel Anaya Telephone No.: (617) 348-0115 Facsimile No.: (617) 695-9594 Merrill Lynch, Pierce Fenner & World Financial Center -7th Floor Smith Incorporated 250 Vesey Street New York, NY 10281-1316 Attention: Bryan Mix Telephone No.: (212) 449-6190 Facsimile No.: (212) 449-8920 Sankaty High Yield Asset Partners, L.P. Two Copley Place Boston, MA 02116 Attention: Diane J. Exler Telephone No.: (617) 572-3216 Facsimile No.: (617) 572-2134