Exhibit 10-C
Amendment No. 1
to
Subordinated Credit Agreement
Amendment No. 1 (this "Amendment"), dated as of May 14, 2001, by and among
National Steel Corporation (the "Borrower"), National Steel Pellet Corporation
(the "Guarantor") and NUF LLC (the "Lender") to that certain Subordinated Credit
Agreement dated as of February 28, 2001 by and among the Borrower and the Lender
(such Subordinated Credit Agreement, as heretofore amended, the "Subordinated
Credit Agreement").
W i t n e s s e t h:
Whereas, the Borrower and the Lender are parties to the Subordinated Credit
Agreement; and
Whereas, pursuant to the Section 10.1 of the Subordinated Credit Agreement
and in anticipation of Amendment No. 5 to the Senior Credit Agreement the
parties hereto wish to amend the terms of the Subordinated Credit Agreement as
set forth herein;
Now, Therefore, in consideration of the foregoing, the mutual covenants and
obligations herein set forth and other good and valuable consideration, the
adequacy and receipt of which is hereby acknowledged, and in reliance upon the
representations, warranties and covenants herein contained, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used herein but not
defined herein shall have the definition given to them in the Subordinated
Credit Agreement.
Section 2. Amendments.
The Subordinated Credit Agreement is, effective as of the Amendment
Effective Date, amended as follows:
(a) Amendments to Article I (Definitions, Interpretation and
Accounting Terms)
(1) A definition of "Amendment Effective Date" is hereby
inserted in Section 1.1 (Defined Terms) of the Subordinated Credit
Agreement immediately prior to the definition of "Applicable Margin" to
read in its entirety as follows:
"Amendment Effective Date" means the date on which all conditions of
effectiveness set forth in Section 3 of Amendment No. 1 to this Agreement,
dated as of May 14, 2001, among the Borrower, the Guarantor and the Lender
shall be satisfied.
Amendment No. 1 to
Subordinated Credit Agreement
National Steel Corporation
(2) A definition of "Granite City Assets" is hereby inserted in
Section 1.1 (Defined Terms) of the Subordinated Credit Agreement
immediately prior to the definition of "Guarantor" to read in its entirety
as follows:
"Granite City Assets" means the "Equipment," "Inventory," "Trademarks"
and "Other Assets," each as defined in Schedule 7.7 (Granite City Assets),
having an aggregate Fair Market Value for all such assets not in excess of
$3,000,000.
(b) Amendment to Article VII (Negative Covenants).
(1) Clause (a) of Section 7.7 (Sale of Assets) of the
Subordinated Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"(a) The Borrower will not, and will not permit any of its Material
Subsidiaries to, engage in any Asset Sale, except, (i) the sale of Accounts
and certain related property pursuant to the Receivables Purchase Facility
to the extent permitted under the Intercreditor Agreement, (ii) any Asset
Sale permitted under Section 4.08 (Limitation on Sale of Mortgaged
Property) or (other than an Asset Sale involving any Collateral) Section
4.10 (Limitation on Sale of Assets Other than Mortgaged Property) of the
Indenture, and (iii) as long as no Default or Event of Default is
continuing or would result therefrom, the sale of the Granite City Assets
for Fair Market Value, payable in cash upon such sale; provided, however,
that with respect to such sale of Granite City Assets, (x) the aggregate
consideration received for such sale shall not exceed $3,000,000 and (y)
all Net Cash Proceeds of such sale, other than Net Cash Proceeds from the
sale of "Equipment" set forth on and as defined in Schedule 7.7 (Granite
City Assets), are applied to the prepayment of the Senior Loan Obligations
to the extent required by Section 2.9 (Mandatory Prepayments) of the Senior
Credit Agreement."
(c) Amendment to Schedules.
(1) A new Schedule 7.7 (Granite City Assets) is hereby added to
the Subordinated Credit Agreement to read in its entirety as set forth in
Exhibit A hereto.
Section 3. Conditions of Effectiveness. This Amendment No. 1 shall
become effective when, and only when, each of the following conditions shall
have been satisfied or duly waived by the Lender (the "Amendment Effective
Date"):
(a) Amendment No. 5 to the Senior Credit Agreement. All
conditions precedent to the effectiveness of Amendment No. 5 to the Senior
Credit Agreement, other than the execution and delivery of this Amendment,
shall have been satisfied or duly waived by the Administrative Agent.
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Amendment No. 1 to
Subordinated Credit Agreement
National Steel Corporation
(b) Representations and Warranties. Each of the representations and
warranties contained in Article IV (Representations and Warranties) of the
Subordinated Credit Agreement, the other Loan Documents or in any
certificate, document or financial or other statement furnished at any time
under or in connection therewith are true and correct in all material
respects on and as of the Amendment Effective Date as if made on and as of
such date, except to the extent that such representations and warranties
specifically relate to a specific date, in which case such representations
and warranties shall be true and correct in all material respects as of
such specific date; provided, however, that references therein to the
"Subordinated Credit Agreement" shall be deemed to include this Amendment;
(c) Corporate and Other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment shall be
satisfactory in all respects in form and substance to the Lender.
(d) No Event of Default. No Event of Default or Default shall have
occurred and be continuing on the Amendment Effective Date.
(e) Fees and Expenses Paid. On the Amendment Effective Date the
Borrower shall have paid all reasonable costs and expenses of the Lender in
connection with the preparation, reproduction, execution and delivery of
this Amendment and all other Loan Documents entered into in connection
herewith, including the reasonable fees and out-of-pocket expenses of
counsel for the Lender with respect thereto and all other Loan Documents
and payment of all costs, expenses and fees due under any Loan Document.
Section 4. Representations and Warranties. On and as of the Amendment
Effective Date, after giving effect to this Amendment No. 1, the Borrower hereby
represents and warrants to the Lender as follows:
(a) This Amendment has been duly authorized, executed and delivered
by the Borrower and constitutes a legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its
terms;
(b) Neither this Amendment nor the consummation of the transactions
contemplated hereunder constitute a breach of the Indenture or the
Receivables Purchase Facility;
(c) Each of the representations and warranties set forth in Article
IV (Representations and Warranties) of the Subordinated Credit Agreement,
the other Loan Documents or in any certificate, document or financial or
other statement furnished at any time under or in connection therewith are
true and correct in all material respects on and as of the Amendment
Effective Date, except to the extent that such representations and
warranties specifically relate to a specific date, in which case the
representations and warranties shall be true and correct in all material
respects as of such specific date; provided, however, that references
therein to the " Subordinated Credit Agreement" shall be deemed to include
this Amendment; and
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Amendment No. 1 To
Subordinated Credit Agreement
National Steel Corporation
(d) No Default or Event of Default has occurred and is continuing.
Section 5. Reference to the Effect on the Loan Documents.
(a) As of the Amendment Effective Date, on and after the date hereof,
each reference in the Subordinated Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference in
the other Loan Documents to the Subordinated Credit Agreement, shall mean and be
a reference to the Subordinated Credit Agreement as amended hereby, and this
Amendment and the Subordinated Credit Agreement shall be read together and
construed as a single instrument. The table of contents, signature pages and
list of Exhibits and Schedules of the Subordinated Credit Agreement shall be
modified to reflect the changes made in this Amendment.
(b) Except as specifically amended herein, the Subordinated Credit
Agreement and all other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment No. 1
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Lender under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
(d) This Amendment is a Loan Document.
Section 6. Guarantor Consent. The Guarantor hereby consents to, and
agrees to be bound by, the terms of the Subordinated Credit Agreement as amended
hereby and agrees that the terms of this Amendment shall not affect in any way
its obligations and liabilities under the Loan Documents, all of which
obligations and liabilities shall remain in full force and effect and each of
which is hereby reaffirmed.
Section 7. Execution in Counterparts. This Amendment No. 1 may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which, when so executed and delivered, shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of an executed counterpart by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment.
Section 8. Governing Law. This Amendment No. 1 shall be governed by and
construed in accordance with the law of the State of New York.
Section 9. Headings. Section headings in this Amendment No. 1 are
included herein for convenience of reference only and shall not constitute a
part of this Amendment No. 1 for any other purpose.
[Signature Page Follows]
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Amendment No. 1 To
Subordinated Credit Agreement
National Steel Corporation
In Witness Whereof, the parties hereto have caused this Amendment to
be executed by their respective officers and general partners thereunto duly
authorized, as of the date first above written.
Borrower:
National Steel Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
Amendment No. 1 To
Subordinated Credit Agreement
National Steel Corporation
Lender:
NUF LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Amendment No. 1 To
Subordinated Credit Agreement
National Steel Corporation
Guarantor:
Acknowledged and Agreed
as of the date first above written
National Steel Pellet Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer