EXHIBIT 4.8


 


FOURTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT


 


This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
dated as of November 22, 2005 (this “Amendment”) by and among Nova Tube
and Steel, Inc. (“Nova Tube”), American Steel and Aluminum Corporation (“American
Steel”), 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 from
time to time party to the Revolving Credit Agreement (as defined below), and
Bank of America, N.A. (as assignee of Banc of America Leasing & Capital,
LLC, as successor to Fleet Capital Corporation), as Administrative and
Collateral Agent (the “Agent”), amends that certain Revolving Credit
Agreement dated as of April 5, 2001 (as amended by that certain Letter
Agreement dated February 28, 2003, that certain Second Amendment to Revolving
Credit Agreement dated as of August 28, 2003, that certain Third Amendment to
Revolving Credit Agreement dated as of February 28, 2004 and as further
amended, restated, supplemented or otherwise modified from time to time, the “Revolving
Credit Agreement”), by and among the Borrowers, the Guarantor, the Lenders
and Fleet Capital Corporation, as administrative and collateral agent.


 


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


 


WHEREAS, the parties hereto wish to amend certain
provisions of the Revolving Credit Agreement to reflect the Assignment and to
extend the Revolving Credit Maturity Date;


 


NOW, THEREFORE, in consideration of the foregoing
and the agreements contained herein, the parties hereto hereby agree as
follows:


 


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


 


2.   Amendments to Revolving Credit Agreement. Subject to the satisfaction of the terms
and 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 “Fourth
Amendment Effective Date”), the Revolving Credit Agreement is amended as
follows:


 


(a)           Amendment to Section 1.1. Section 1.1 of the Revolving Credit
Agreement is hereby amended by adding the following new definitions (to the
extent not already included in Section 1.1) and inserting the same in the
appropriate alphabetical location and amending the following definitions (to
the extent already included in Section 1.1) to read in their entirety as
follows:


 


“Agent” means Bank of
America, N.A. in its capacity as administrative and collateral agent for the
Lenders 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 Credit
hereunder.


 

















 


“Prime Rate” means
the rate of interest per annum publicly announced from time to time by Bank of
America, 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 and
including the date such change is publicly announced as being effective.


 


“Revolving Credit
Maturity Date” means April 7, 2007.


 


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


 


“$53MM Term Loan Facility”
means the term loan facility established by the Lenders in favor of the USGP
under the Term Loan Agreement of even date herewith among USGP, certain
Guarantors named therein, the Lenders and Fleet Capital Corporation, as
Administrative and Collateral Agent for the Lenders as such agreement
may 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 Borrowers
under 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 otherwise
modified from time to time.


 


(b)           Amendment to Section 11.1. Section 11.1 of the Revolving Credit
Agreement is hereby amended by deleting subclauses (b) and (c) thereof and
replacing 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 Huntington
Avenue at Prudential Center, Boston, Massachusetts 02199, Attention:  David Ruediger (Fax no. (617) 227-4420); and


 


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


 


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


 


3.             Confirmation
of Guaranty by Guarantor. The Guarantor hereby confirms and agrees that all
indebtedness, obligations and liabilities of the Borrowers under the Revolving Credit
Agreement as amended hereby, whether any such indebtedness, obligations and
liabilities are now existing or hereafter arising, due or to become due, actual
or contingent, or direct or indirect, constitute “Obligations” under and as
defined in the Revolving Credit Agreement and, subject to the limitation set
forth in Section 3.8 of the Revolving Credit Agreement, are guarantied by and
entitled to the benefits of the Guaranty. The Guarantor hereby ratifies and
confirms the terms and provisions of the Guaranty and agrees that all of such
terms and provisions remain in full force and effect.


 


4.     No Default; Representations and Warranties,
etc. Each Credit Party
hereby represents, warrants and confirms that: (a) the representations and
warranties contained in Article 5 of the Revolving Credit Agreement are true
and correct in all material respects on and as of the date hereof as if made on


 


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such
date (except to the extent that such representations and warranties expressly
relate to an earlier date); (b) after giving effect to this Amendment,
such Credit Party shall be in compliance in all material respects with all of
the terms and provisions set forth in the Revolving Credit Agreement on its
part to be observed or performed thereunder; (c) after giving effect to
this Amendment, no Default shall have occurred and be continuing; (d) the
execution, delivery and performance by such Credit Party of this Amendment
(i) has been duly authorized by all necessary action on the part of such
Credit Party, (ii) will not violate any applicable law or regulation 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) does not require any
consent, waiver or approval of or by any Person (other than the Agent and
Lenders) which has not been obtained.


 


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


 


(a)           The Agent shall have received a counterpart
of this Amendment duly executed by the Borrowers, the Guarantor and each
Lender.


 


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


 


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


 


(i)            a fully executed and notarized Assignment and
Amendment (each, a “Mortgage Amendment”) to the existing Mortgages
relating to each of the Mortgaged Properties listed on Schedule 5(c)
attached hereto (each, an “Amendment Property”), in form and substance
satisfactory to the Agent and in proper form for recording in all appropriate
places; and


 


(ii)           an endorsement to the existing ALTA mortgagee
title insurance policy for each Amendment Property, or unconditional commitment
therefor (each, a “Policy Endorsement”) issued by the Title Company in
form reasonably acceptable to the Agent, which Policy Endorsement shall not
otherwise modify or amend the existing mortgagee policy of title insurance
except as may be acceptable to the Agent in its sole discretion; and (B) with
respect to each Amendment Property, evidence satisfactory to the Agent that the
applicable Borrower has (I) delivered to the Title Company all certificates and
affidavits required by the Title Company in connection with the issuance of the
Policy Endorsement and (II) paid to the Title Company or to the appropriate
public authority all expenses and premiums of the Title Company in connection
with the issuance of the Policy Endorsement and all recording and stamp taxes
(including mortgage recording and intangible taxes) payable in connection with
recording the Mortgage Amendment in the appropriate real estate records.


 


(d)           The Agent shall have received and approved
such other documents, certificates and information as the Agent shall
reasonably request in connection with the Assignment, including, without
limitation all other necessary amendments, modifications or confirmations to
the Loan Documents in effect as of the Fourth Amendment Effective Date duly
executed and delivered so as to ensure the continued effectiveness of the
security interests created thereby and to reflect the Assignment, in each case
covering such matters as shall be requested by the Agent.


 


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


 


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6.   Miscellaneous.


 


(a)           The Borrowers, the Agent and the Lenders
hereby ratify and confirm the terms and provisions of the Revolving Credit
Agreement and the other Loan Documents and agree that, except to the extent
specifically amended hereby and except as otherwise specifically amended in one
or more amendments to the Loan Documents of even date herewith, the Revolving
Credit Agreement, the other Loan Documents and all related documents shall
remain in full force and effect. Nothing contained herein shall constitute a
waiver of any provision of the Loan Documents, except such waivers as are
expressly set forth herein.


 


(b)           This Amendment may be executed in any number
of counterparts, 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 by
facsimile, each of which will be binding when sent.


 


(c)           The Borrowers agree to pay all reasonable
expenses, including legal fees and disbursements incurred by the Lenders in
connection with this Amendment and the transactions contemplated hereby.


 


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


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective 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

  
						



 

















 


	
   

  	
  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