**EXHIBIT 4.7**

 

**FIRST AMENDMENT TO $53,000,000 TERMLOAN AGREEMENT**

 

This FIRST AMENDMENT TO TERM LOAN AGREEMENT dated asof November 22, 2005 (this “Amendment”) by and among Annaco GeneralPartnership, a Delaware general partnership, as borrower (the “Borrower”),Chriscorp ULC, a Nova Scotia unlimited liability company (“Chriscorp”)and HenCorp LLC, a Delaware limited liability company (“Hencorp”, andtogether with Chriscorp, the “Guarantors” and collectively with theBorrower, the “Credit Parties”), as guarantors, the lenders (the “Lenders”)from time to time party to the Term Loan Agreement (as defined below) and Bankof America, N.A. (as assignee of Banc of America Leasing & Capital, LLC, assuccessor to Fleet Capital Corporation), as Administrative and Collateral Agent(the “Agent”), amends that certain Term Loan Agreement dated as of April5, 2001 (as amended, restated, supplemented or modified from time to time, the “TermLoan Agreement”), by and among the Borrower, the Guarantors, the Lendersand Fleet Capital Corporation, as administrative and collateral agent.

 

WHEREAS, pursuant to that certain Omnibus AssignmentAgreement dated as of November     , 2005 (the “Assignment”),Banc of America Leasing & Capital, LLC (as successor to Fleet CapitalCorporation) has transferred and assigned to Bank of America, N.A. all of itsinterest in and to its rights and obligatons under the Term Loan Agreement andthe Loan Documents and Bank of America, N.A. has assumed all of such rights andobligations;

 

WHEREAS, the parties hereto wish to amend certainprovisions of the Term Loan Agreement the reflect the Assignment and to extendthe Term Loan Maturity Date;

 

NOW, THEREFORE, in consideration of the foregoingand the agreements contained herein, the parties hereto hereby agree asfollows:

 

1.     Capitalized Terms. Capitalized terms used herein which aredefined in the Term Loan Agreement have the same meanings herein as therein,except to the extent that such meanings are amended hereby.

 

2.     Amendments to Term Loan Agreement. Subject to the satisfaction of the termsand conditions set forth in Section 5 hereof, the Borrower, the Guarantor, eachLender and the Agent agree that, effective as of the date hereof (the “FirstAmendment Effective Date”), the Term Loan Agreement is amended, withouteffecting novation, as follows:

 

(a)           Amendment to Section 1.1. Section 1.1 of the Term Loan Agreement ishereby amended by adding the following new definitions (to the extent notalready included in Section 1.1) and inserting the same in the appropriatealphabetical location and amending the following definitions (to the extentalready included in Section 1.1) to read in their entirety as follows:

 

“Agent” means Bank ofAmerica, N.A in its capacity as administrative and collateral agent for theLenders hereunder, and any successor thereto in such capacity.

 

“Collateral” means(i) the economic interests in the Borrower held by the General Partners,(ii) capital stock of Chriscorp held by the Borrower, (iii) the membershipinterests in the LLC held by the Borrower and Chriscorp, (iv) the rights andinterests of the LLC under the $60MM Term Loan Facility and in all collateralpledged as security therefor, and (v) the rights and interests of the CreditParties in all funds from time to

 

----

 

time on deposit in bank accounts of the CreditParties maintained with Bank of America, N.A.

 

“Prime Rate” meansthe rate of interest per annum publicly announced from time to time by Bank ofAmerica, N.A., as its prime rate in effect at its principal office in Boston,Massachusetts; each change in the Prime Rate shall be effective from andincluding the date such change is publicly announced as being effective.

 

“Special Counsel”means Edwards Angell Palmer & Dodge LLP, in its capacity as special counselto Bank of America, N.A., as Administrative and Collateral Agent of the creditfacility contemplated hereby.

 

“Term Loan Maturity Date”means April 7, 2007.

 

“$60MM Term Loan Facility”means the term loan facility established by the LLC in favor of Nova Tube andSteel, Inc. and American Steel and Aluminum Corporation under the Term LoanAgreement of even date herewith among Nova Tube and Steel, Inc. and AmericanSteel and Aluminum Corporation, as borrowers, Integrated Steel Industries, Inc.as guarantor, the LLC as Lender and Fleet Capital Corporation as Administrativeand Collateral Agent ,as such agreement may be amended, supplemented or otherwisemodified from time to time.

 

(b)           Amendment to Section 8.5. Section 8.5 of the Term Loan Agreement ishereby deleted in its entirety and replaced with the following new Section 8.5:

 

**“8.5****       ****Investments; Hedging Agreements**. The Credit Parties will not make or permitto remain outstanding any Investment, except (i) Investments by the Borrower inthe Guarantors, (ii) Investments by Chriscorp in the LLC, (iii) the loanunder the $60MM Term Loan Facility, and (iii) Investments consisting offunds of the Credit Parties on deposit in the bank accounts listed on Schedule5.14; provided that the aggregate amount of all funds of the Credit Parties ondeposit in bank accounts maintained at financial institutions other than Bankof America, N.A. shall not exceed $75,000 at any time. The Credit Parties willnot enter into any Hedging Agreements.”

 

(c)           Amendment to Section 11.1. Section 11.1 of the Term Loan Agreement ishereby amended by deleting subclause (c) thereof and replacing it in itsentirety with the following new subclause (c):

 

“(c)         if to the Agent, to Bank of America, N.A., OneFederal Street, Mail Stop MA5-503-07-19, Boston, Massachusetts 02110,Attention:  Gregory Kress (Fax no.: (617)654-1167), with a copy to Edwards Angell Palmer & Dodge LLP, 111 HuntingtonAvenue at Prudential Center, Boston, Massachusetts 02199, Attention:  David Ruediger (Fax no. (617) 227-4420); and”

 

(d)           Amendment to Schedule 2.1. Schedule 2.1 to the Term Loan Agreementshall be amended in its entirety as set forth on the new Schedule 2.1 attachedhereto.

 

3.             Confirmationof Guaranty by Guarantor. Each Guarantor hereby confirms and agrees thatall indebtedness, obligations and liabilities of the Borrower under the TermLoan Agreement as amended hereby, whether any such indebtedness, obligationsand liabilities are now existing or hereafter arising, due or to become due,actual or contingent, or direct or indirect, constitute “Obligations” under andas defined in the Term Loan Agreement and, subject to the limitation set forthin Section 3.8 of the

 

2

----

 

Term LoanAgreement, are guarantied by and entitled to the benefits of the Guaranty. EachGuarantor hereby ratifies and confirms the terms and provisions of the Guarantyand agrees that all of such terms and provisions remain in full force andeffect.

 

4.     No Default; Representations and Warranties,etc. Each Credit Partyhereby represents, warrants and confirms that: (a) the representations andwarranties contained in Article 5 of the Term Loan Agreement are true andcorrect in all material respects on and as of the date hereof as if made onsuch date (except to the extent that such representations and warrantiesexpressly relate to an earlier date); (b) after giving effect to thisAmendment, such Credit Party shall be in compliance in all material respectswith all of the terms and provisions set forth in the Term Loan Agreement onits part to be observed or performed thereunder; (c) after giving effectto this Amendment, no Default shall have occurred and be continuing;(d) the execution, delivery and performance by such Credit Party of thisAmendment (i) has been duly authorized by all necessary action on the partof such Credit Party, (ii) will not violate any applicable law orregulation or the organizational documents of such Credit Party,(iii) will not violate or result in a default under any material indenture,agreement or other instrument binding on such Credit Party, and (iv) doesnot require any consent, waiver or approval of or by any Person (other than theAgent and Lenders) which has not been obtained.

 

5.     Conditions to Effectiveness. The effectiveness of this Amendment shallbe conditioned upon the satisfaction of the following conditions precedent:

 

(a)           The Agent shall have received a counterpartof this Amendment duly executed by the Borrower, the Guarantors and eachLender;

 

(b)           The Agent shall have received evidence thatall conditions precedent to the effectiveness of the to the $60MM Term LoanFacility Amendment (as defined herein) have been duly executed, delivered andsatisfied; and

 

(c)           The Agent shall have received and approvedsuch other documents, certificates and information as the Agent shallreasonably request in connection with the Assignment, including, withoutlimitation all necessary amendments, modifications or confirmations to the LoanDocuments in effect as of the First Amendment Effective Date duly executed anddelivered so as to ensure the continued effectiveness of the security interestscreated thereby and to reflect the Assignment, in each case covering suchmatters as shall be requested by the Agent.

 

6.     Acknowledgement. The parties hereto hereby acknowledge andagree that all references in the Term Loan Agreement to the $60MM Term LoanFacility shall be deemed to refer to the $60MM Term Loan Facility as amendedfrom time to time and as amended by that certain Fourth Amendment to Term LoanAgreement dated as of November 22, 2005 (the “$60MM Term Loan FacilityAmendment”) by and among Nova Tube and Steel, American Steel and AluminumCorporation, Nova Tube Indiana, LLC, the guarantors party thereto, Hencorp LLCand Bank of America, N.A. as administrative and collateral agent.

 

7.     Miscellaneous.

 

(a)           The Credit Parties, the Agent and the Lendershereby ratify and confirm the terms and provisions of the Term Loan Agreementand the other Loan Documents and agree that, except to the extent specificallyamended hereby and except as otherwise specifically amended in one or moreamendments to the Loan Documents of even date herewith, the Term LoanAgreement, the other Loan Documents and all related documents shall remain infull force and effect. Nothing contained herein shall constitute a waiver ofany provision of the Loan Documents, except such waivers as are expressly setforth herein.

 

3

----

 

(b)           This Amendment may be executed in any number ofcounterparts, each of which, when executed and delivered, shall be an original,but all counterparts shall together constitute one instrument. Counterparts may be signed and delivered byfacsimile, each of which will be binding when sent.

 

(c)           The Borrower agrees to pay all reasonableexpenses, including legal fees and disbursements incurred by the Lenders inconnection with this Amendment and the transactions contemplated hereby.

 

(d)           This Amendment shall be governed by the lawsof The Commonwealth of Massachusetts and shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.

 

 

[The remainder of this page is intentionally left blank.]

 

4

----

 

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first above written.

 
|   | BORROWER                   |
|--------|----------------------------|
|   |                       |
|   | ANNACO GENERAL PARTNERSHIP |
|   |                       |
|   |                       |   |
|   | By:                        | */s/ D. Bryan Jones* |   |
|   | Name:                      | D. Bryan Jones |
|   | Title:                     | President |
|   |                       |   |
|   |                       |   |
|   | GUARANTORS                 |
|   |                       |   |
|   |                       |   |
|   | CHRISCORP ULC              |
|   |                       |   |
|   |                       |   |
|   | By:                        | */s/ D. Bryan Jones* |   |
|   | Name:                      | D. Bryan Jones |
|   | Title:                     | President |
|   |                       |
|   |                       |   |
|   | HENCORP LLC                |
|   |                       |
|   |                       |
|   | By:                        | */s/ B. Neil Snellings, Jr.* |   |
|   | Name:                      | B. Neil Snellings, Jr. |
|   | Title:                     | President |
|        |                            |  |  |  |  |

 

----

 
|   | AGENT                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                |
|   |                                                                                                                                                                |   |
|   | BANK OF AMERICA, N.A., as assignee of Banc of America Leasing &  Capital, LLC (successor to Fleet Capital Corporation), as Administrative and  Collateral Agent |
|   |                                                                                                                                                                |
|   |                                                                                                                                                                |   |
|   | By:                                                                                                                                                                 | */s/ Gregory Kress* |   |
|   | Name:                                                                                                                                                               | Gregory Kress |
|   | Title:                                                                                                                                                              | Vice President |
|        |                                                                                                                                                                     |  |  |  |  |

 

----