EXHIBIT 4.7


 


FIRST AMENDMENT TO $53,000,000 TERM
LOAN AGREEMENT


 


This FIRST AMENDMENT TO TERM LOAN AGREEMENT dated as
of November 22, 2005 (this “Amendment”) by and among Annaco General
Partnership, 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”, and
together with Chriscorp, the “Guarantors” and collectively with the
Borrower, the “Credit Parties”), as guarantors, the lenders (the “Lenders”)
from time to time party to the Term Loan 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 Term Loan Agreement dated as of April
5, 2001 (as amended, restated, supplemented or modified from time to time, the “Term
Loan Agreement”), by and among the Borrower, the Guarantors, 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 Term Loan 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 Term Loan Agreement the reflect the Assignment and to extend
the Term Loan 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 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 terms
and conditions set forth in Section 5 hereof, the Borrower, the Guarantor, each
Lender and the Agent agree that, effective as of the date hereof (the “First
Amendment Effective Date”), the Term Loan Agreement is amended, without
effecting novation, as follows:


 


(a)           Amendment to Section 1.1. Section 1.1 of the Term Loan 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.


 


“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 membership
interests in the LLC held by the Borrower and Chriscorp, (iv) the rights and
interests of the LLC under the $60MM Term Loan Facility and in all collateral
pledged as security therefor, and (v) the rights and interests of the Credit
Parties in all funds from time to


 

















 


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


 


“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.


 


“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
facility 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 and
Steel, Inc. and American Steel and Aluminum Corporation under the Term Loan
Agreement of even date herewith among Nova Tube and Steel, Inc. and American
Steel and Aluminum Corporation, as borrowers, Integrated Steel Industries, Inc.
as guarantor, the LLC as Lender and Fleet Capital Corporation as Administrative
and Collateral Agent ,as such agreement may be amended, supplemented or otherwise
modified from time to time.


 


(b)           Amendment to Section 8.5. Section 8.5 of the Term Loan Agreement is
hereby 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 permit
to remain outstanding any Investment, except (i) Investments by the Borrower in
the Guarantors, (ii) Investments by Chriscorp in the LLC, (iii) the loan
under the $60MM Term Loan Facility, and (iii) Investments consisting of
funds of the Credit Parties on deposit in the bank accounts listed on Schedule
5.14; provided that the aggregate amount of all funds of the Credit Parties on
deposit in bank accounts maintained at financial institutions other than Bank
of America, N.A. shall not exceed $75,000 at any time. The Credit Parties will
not enter into any Hedging Agreements.”


 


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


 


“(c)         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”


 


(d)           Amendment to Schedule 2.1. Schedule 2.1 to the Term Loan Agreement
shall be amended in its entirety as set forth on the new Schedule 2.1 attached
hereto.


 


3.             Confirmation
of Guaranty by Guarantor. Each Guarantor hereby confirms and agrees that
all indebtedness, obligations and liabilities of the Borrower under the Term
Loan 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 Term Loan Agreement and, subject to the limitation set forth
in Section 3.8 of the


 


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Term Loan
Agreement, are guarantied by and entitled to the benefits of the Guaranty. Each
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 Term Loan Agreement are true and
correct in all material respects on and as of the date hereof as if made on
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 Term Loan 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 Borrower, the Guarantors and each
Lender;


 


(b)           The Agent shall have received evidence that
all conditions precedent to the effectiveness of the to the $60MM Term Loan
Facility Amendment (as defined herein) have been duly executed, delivered and
satisfied; and


 


(c)           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 necessary amendments, modifications or confirmations to the Loan
Documents in effect as of the First 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.


 


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


 


7.     Miscellaneous.


 


(a)           The Credit Parties, the Agent and the Lenders
hereby ratify and confirm the terms and provisions of the Term Loan 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 Term Loan
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.


 


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(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 Borrower agrees 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.


 


	
   

  	
  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