**EXHIBIT 4.8**

 

**FOURTH AMENDMENT TO REVOLVINGCREDIT AGREEMENT**

 

This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTdated as of November 22, 2005 (this “Amendment”) by and among Nova Tubeand Steel, Inc. (“Nova Tube”), American Steel and Aluminum Corporation (“AmericanSteel”), Nova Tube Indiana, LLC, a Delaware limited liability company (“NTI”,and together with Nova Tube and American Steel, the “Borrowers”),Integrated Steel Industries, Inc., as guarantor (the “Guarantor” and,together with the Borrowers, the “Credit Parties”), the Lenders fromtime to time party to the Revolving Credit Agreement (as defined below), andBank of America, N.A. (as assignee of Banc of America Leasing & Capital,LLC, as successor to Fleet Capital Corporation), as Administrative andCollateral Agent (the “Agent”), amends that certain Revolving CreditAgreement dated as of April 5, 2001 (as amended by that certain LetterAgreement dated February 28, 2003, that certain Second Amendment to RevolvingCredit Agreement dated as of August 28, 2003, that certain Third Amendment toRevolving Credit Agreement dated as of February 28, 2004 and as furtheramended, restated, supplemented or otherwise modified from time to time, the “RevolvingCredit Agreement”), by and among the Borrowers, the Guarantor, 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 Revolving CreditAgreement and the Loan Documents and Bank of America, N.A. has assumed all ofsuch rights and obligations;

 

WHEREAS, the parties hereto wish to amend certainprovisions of the Revolving Credit Agreement to reflect the Assignment and toextend the Revolving Credit 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 Revolving Credit Agreement have the same meanings herein astherein, except to the extent that such meanings are amended hereby.

 

2.   Amendments to Revolving Credit Agreement. Subject to the satisfaction of the termsand conditions set forth in Section 5 hereof, the Borrowers, the Guarantor,each Lender and the Agent agree that, effective as of the date hereof (the “FourthAmendment Effective Date”), the Revolving Credit Agreement is amended asfollows:

 

(a)           Amendment to Section 1.1. Section 1.1 of the Revolving CreditAgreement is hereby amended by adding the following new definitions (to theextent not already included in Section 1.1) and inserting the same in theappropriate alphabetical location and amending the following definitions (tothe extent already included in Section 1.1) to read in their entirety asfollows:

 

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

 

“Issuing Lender”means Bank of America, N.A., in its capacity as the issuer of Letters of Credithereunder.

 

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“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.

 

“Revolving CreditMaturity Date” means April 7, 2007.

 

“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 credit facilitiescontemplated hereby.

 

“$53MM Term Loan Facility”means the term loan facility established by the Lenders in favor of the USGPunder the Term Loan Agreement of even date herewith among USGP, certainGuarantors named therein, the Lenders and Fleet Capital Corporation, asAdministrative and Collateral Agent for the Lenders as such agreementmay be amended, supplemented or otherwise modified from time to time.

 

“$60MM Term Loan Facility”means the term loan facility established by the LLC in favor of the Borrowersunder the Term Loan Agreement of even date herewith among the Borrowers,Integrated Steel as Guarantor, the LLC as Lender and Fleet Capital Corporation,as Collateral Agent, as such agreement may be amended, supplemented or otherwisemodified from time to time.

 

(b)           Amendment to Section 11.1. Section 11.1 of the Revolving CreditAgreement is hereby amended by deleting subclauses (b) and (c) thereof andreplacing them in their entirety with the following new subclauses (b) and (c):

 

“(b)         if to the Agent, to Bank of America, N.A.,One Federal 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

 

(c)           if to any Lender (including to Bank ofAmerica, N.A., in its capacity as the Issuing Lender), to it at its address (orfax number) set forth in its Administrative Questionnaire.”

 

(c)           Amendment to Schedule 2.1. Schedule 2.1 to the Revolving CreditAgreement shall be amended in its entirety as set forth on the new Schedule 2.1attached hereto.

 

3.             Confirmationof Guaranty by Guarantor. The Guarantor hereby confirms and agrees that allindebtedness, obligations and liabilities of the Borrowers under the Revolving CreditAgreement as amended hereby, whether any such indebtedness, obligations andliabilities are now existing or hereafter arising, due or to become due, actualor contingent, or direct or indirect, constitute “Obligations” under and asdefined in the Revolving Credit Agreement and, subject to the limitation setforth in Section 3.8 of the Revolving Credit Agreement, are guarantied by andentitled to the benefits of the Guaranty. The Guarantor hereby ratifies andconfirms the terms and provisions of the Guaranty and agrees that all of suchterms and provisions remain in full force and effect.

 

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 Revolving Credit Agreement are trueand correct in all material respects on and as of the date hereof as if made on

 

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suchdate (except to the extent that such representations and warranties expresslyrelate to an earlier date); (b) after giving effect to this Amendment,such Credit Party shall be in compliance in all material respects with all ofthe terms and provisions set forth in the Revolving Credit Agreement on itspart to be observed or performed thereunder; (c) after giving effect tothis Amendment, no Default shall have occurred and be continuing; (d) theexecution, delivery and performance by such Credit Party of this Amendment(i) has been duly authorized by all necessary action on the part of suchCredit Party, (ii) will not violate any applicable law or regulation orthe organizational documents of such Credit Party, (iii) will not violateor result in a default under any material indenture, agreement or otherinstrument binding on such Credit Party, and (iv) does not require anyconsent, waiver or approval of or by any Person (other than the Agent andLenders) 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 Borrowers, the Guarantor and eachLender.

 

(b)           The Agent shall have received a Confirmationof Subordination Agreement duly executed by each of Novamerican and the CreditParties, in form and substance satisfactory to the Agent.

 

(c)           On or prior to December 20, 2005, the Agentshall have received:

 

(i)            a fully executed and notarized Assignment andAmendment (each, a “Mortgage Amendment”) to the existing Mortgagesrelating to each of the Mortgaged Properties listed on Schedule 5(c)attached hereto (each, an “Amendment Property”), in form and substancesatisfactory to the Agent and in proper form for recording in all appropriateplaces; and

 

(ii)           an endorsement to the existing ALTA mortgageetitle insurance policy for each Amendment Property, or unconditional commitmenttherefor (each, a “Policy Endorsement”) issued by the Title Company inform reasonably acceptable to the Agent, which Policy Endorsement shall nototherwise modify or amend the existing mortgagee policy of title insuranceexcept as may be acceptable to the Agent in its sole discretion; and (B) withrespect to each Amendment Property, evidence satisfactory to the Agent that theapplicable Borrower has (I) delivered to the Title Company all certificates andaffidavits required by the Title Company in connection with the issuance of thePolicy Endorsement and (II) paid to the Title Company or to the appropriatepublic authority all expenses and premiums of the Title Company in connectionwith the issuance of the Policy Endorsement and all recording and stamp taxes(including mortgage recording and intangible taxes) payable in connection withrecording the Mortgage Amendment in the appropriate real estate records.

 

(d)           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 other necessary amendments, modifications or confirmations tothe Loan Documents in effect as of the Fourth Amendment Effective Date dulyexecuted and delivered so as to ensure the continued effectiveness of thesecurity interests created thereby and to reflect the Assignment, in each casecovering such matters as shall be requested by the Agent.

 

(e)           As consideration for the modifications andamendments to the Revolving Credit Agreement set forth herein, the Agent shallhave received the Amendment Fee, as defined in that certain letter agreementdated as of the date hereof among the Agent and the Borrowers.

 

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6.   Miscellaneous.

 

(a)           The Borrowers, the Agent and the Lendershereby ratify and confirm the terms and provisions of the Revolving CreditAgreement and the other Loan Documents and agree that, except to the extentspecifically amended hereby and except as otherwise specifically amended in oneor more amendments to the Loan Documents of even date herewith, the RevolvingCredit Agreement, the other Loan Documents and all related documents shallremain in full force and effect. Nothing contained herein shall constitute awaiver of any provision of the Loan Documents, except such waivers as areexpressly set forth herein.

 

(b)           This Amendment may be executed in any numberof counterparts, each of which, when executed and delivered, shall be anoriginal, 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 Borrowers agree 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.

 

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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.

 
|   | BORROWERS                               |
|--------|-----------------------------------------|
|   |                                    |
|   | AMERICAN STEEL AND ALUMINUM CORPORATION |
|   |                                    |
|   | By:                                     | */s/  Peter V. Balboni* |   |
|   | Name:                                   | Peter V. Balboni |
|   | Title:                                  | Vice President Finance |
|   |                                    |
|   |                                    |
|   | NOVA TUBE AND STEEL, INC.               |
|   |                                    |
|   |                                    |
|   | By:                                     | */s/  Peter V. Balboni* |   |
|   | Name:                                   | Peter V. Balboni |
|   | Title:                                  | Vice President Finance |
|   |                                    |
|   |                                    |
|   | NOVA TUBE INDIANA, LLC                  |
|   | By:                                     | Novamerican Tube Holdings, Inc., |
|   |                                    | a Delaware corporation and its sole member |
|   |                                    |
|   |                                    |
|   | By:                                     | */s/  Peter V. Balboni* |   |
|   | Name:                                   | Peter V. Balboni |
|   | Title:                                  | Assistant Treasurer |
|   |                                    |
|   |                                    |
|   | GUARANTOR                               |
|   |                                    |
|   | INTEGRATED STEEL INDUSTRIES, INC.       |
|   |                                    |
|   |                                    |
|   | By:                                     | */s/  Peter V. Balboni* |   |
|   | Name:                                   | Peter V. Balboni |
|   | Title:                                  | Vice President Finance |
|        |                                         |  |  |  |  |

 

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

 

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