Exhibit 4(a)
EXECUTION COPY
AMENDMENT NO. 1
TO
REVOLVING CREDIT AND GUARANTY AGREEMENT
and
SECURITY AGREEMENT
and
AMENDMENT NO. 2
TO
PLEDGE AGREEMENT
This AMENDMENT NO. 1 TO REVOLVING CREDIT AND GUARANTY AGREEMENT AND
SECURITY AGREEMENT and AMENDMENT NO. 2 TO PLEDGE AGREEMENT (the "Amendment")
dated as of April 23, 2002 is among Bethlehem Steel Corporation, a debtor and a
debtor-in-possession and a Delaware corporation (the "Parent"), and each of its
direct and indirect subsidiaries identified on the signature pages hereto as
borrowers (together with the Parent, the "Borrowers"), each of which is a
debtor and a debtor-in-possession, each of the direct and indirect
Subsidiaries of the Parent identified on the signature pages hereto as
guarantors (the "Guarantors"), and General Electric Capital Corporation
("GECC"), in its capacity as a "Lender" and as "Administrative Agent" (each as
defined in the "Credit Agreement" referred to below). Defined terms used
herein and not otherwise defined herein shall have the meanings given to them
in the Credit Agreement (as defined below).
WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent are parties to that certain Revolving Credit and Guaranty
Agreement dated as of October 15, 2001 (the "Credit Agreement");
WHEREAS, the Borrowers, the Guarantors and the Administrative Agent
are parties to that certain Security Agreement dated as of October 26, 2001 (as
supplemented by Supplement No. 1 thereto dated as of January 2, 2002, the
"Security Agreement");
WHEREAS, the Borrowers, the Guarantors and the Administrative Agent
are parties to that certain Pledge Agreement dated as of October 26, 2001 (as
supplemented and amended by Supplement and Amendment No. 1 thereto dated as of
January 2, 2002, the "Pledge Agreement"); and
WHEREAS, the Borrowers, the Guarantors, GECC and the Administrative
Agent have agreed to amend certain provisions of the Credit Agreement, the
Security Agreement and the Pledge Agreement to effect various conforming and
non-material technical corrections on the terms and conditions set forth herein
and to conform such Agreements to the terms of the order of the Bankruptcy
Court substantially in the form of Exhibit A-2 to the Credit Agreement (the
"Final Order").
NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby
acknowledged, the Borrowers, the Guarantors, GECC and the Administrative Agent
agree as follows:
1. Amendments. Effective as of the date first above written and
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subject to the satisfaction of the conditions precedent set forth in Section 2
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below:
1.1. The Credit Agreement shall be and hereby is restated in its
entirety in the form of the conformed Credit Agreement attached hereto as
Exhibit A.
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1.2. The Security Agreement shall be and hereby is restated in its
entirety in the form of the conformed Security Agreement attached hereto as
Exhibit B.
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1.3. The Pledge Agreement shall be and hereby is restated in its
entirety in the form of the conformed Pledge Agreement attached hereto as
Exhibit C.
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2. Conditions Precedent. This Amendment shall become effective as of
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the date first above written, if, and only if, the Administrative Agent has
received duly executed originals of:
2.1. this Amendment from the Borrowers, the Guarantors and the
Required Lenders;
2.2. a Joinder Agreement in form and substance reasonably
satisfactory to the Administrative Agent from each of Brandywine Valley
Railroad Company LLC, BethIntermodal LLC, BETHTRAN LLC, Conemaugh & Black Lick
Railroad Company LLC, Keystone Railroad LLC, Patapsco & Back Rivers Railroad
Company LLC, Steelton & Highspire Railroad Company LLC and Upper Merion and
Plymouth Railroad Company LLC (each, a "Railroad LLC"), pursuant to which each
such Railroad LLC shall become a Guarantor under the Credit Agreement as of
January 2, 2002; and
2.3. the certificates of insurance and endorsements described in
Section 5(o)(i) of the Security Agreement, in form and substance reasonably
acceptable to the Administrative Agent.
3. Representations and Warranties of the Borrowers and the
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Guarantors. The Borrowers and the Guarantors hereby represent and warrant as
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follows:
(a) The Borrowers and the Guarantors have the requisite corporate or
other organizational power and authority to execute and deliver this Amendment
and the officers of the Borrowers and the Guarantors executing this Amendment
have been duly authorized to execute and deliver the same and bind the
Borrowers and the Guarantors with respect to the provisions hereof.
(b) This Amendment and the Credit Agreement, the Security Agreement
and the Pledge Agreement, each as amended hereby, constitute legal, valid and
binding obligations of the Borrowers and the Guarantors and are enforceable
against the Borrowers and the Guarantors in accordance with their respective
terms and the Final Order (except as enforceability may be
2
limited by bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by general equitable principles).
(c) Upon the effectiveness of this Amendment, the Borrowers and the
Guarantors hereby reaffirm all representations and warranties made in the
Credit Agreement, the Security Agreement and the Pledge Agreement,
respectively, and to the extent the same are not amended hereby, agree that all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of
such earlier date.
(d) No Event of Default or any event or circumstance which with the
passage of time or giving of notice or both would constitute an Event of
Default has occurred and is continuing under the Credit Agreement, the Security
Agreement or the Pledge Agreement that has not been waived by the Lenders.
4. Reference to and Effect on the Credit Agreement and Security
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Agreement.
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(a) Upon the effectiveness of this Amendment, on and after the date
hereof, (i) each reference in the Credit Agreement to "this Credit Agreement,"
"this "Agreement," "hereunder," "hereof," "herein" or words of like import
shall mean and be a reference to the Credit Agreement, as amended hereby, (ii)
each reference in the Security Agreement to "this Security Agreement," "this
Agreement," "hereunder," "hereof," "herein" or words of like import shall mean
and be a reference to the Security Agreement, as amended hereby, and (iii) each
reference in the Pledge Agreement to "this Pledge Agreement," "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Pledge Agreement, as amended hereby.
(b) Except as specifically amended or waived above, the Credit
Agreement, the Security Agreement and the Pledge Agreement, each as amended
hereby, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed. In furtherance of the foregoing, each of
the undersigned Guarantors reaffirms the terms and conditions of the Guaranty
set forth in Section 9 of the Credit Agreement and acknowledges and agrees that
such Guaranty remains in full force and effect and is hereby reaffirmed,
ratified and confirmed.
(c) Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Administrative Agent or the Lenders, nor constitute a
waiver of any provision of the Credit Agreement, the Security Agreement, the
Pledge Agreement or any other documents, instruments and agreements executed
and/or delivered in connection therewith.
5. Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED
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IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE
BANKRUPTCY CODE.
6. Headings. Section headings in this Amendment are included herein
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for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of
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the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
BORROWERS:
BETHLEHEM STEEL CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & CFO
BETHLEHEM COLD ROLLED CORPORATION
MISSISSIPPI COATINGS LINE CORPORATION
MISSISSIPPI COATINGS LTD. CORPORATION
BETHLEHEM DEVELOPMENT CORPORATION
BETHLEHEM RAIL CORPORATION
ENCOAT-NORTH ARLINGTON, INC.
KENACRE LAND CORPORATION
PRIMEACRE LAND CORPORATION
BETHLEHEM STEEL EXPORT COMPANY OF
CANADA, LIMITED
BETHLEHEM STEEL EXPORT CORPORATION
BETHLEHEM STEEL DE MEXICO, S.A. DE C.V.
BETHENERGY MINES INC.
EAGLE NEST INC.
HPM CORPORATION
ENERGY COATINGS COMPANY
GREENWOOD MINING CORPORATION
MARMORATON MINING COMPANY, LTD.
BETHPLAN CORPORATION
LI SERVICE COMPANY
In each case:
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
Signature Page to Amendment No. 1 to
Revolving Credit and Guaranty Agreement and Security Agreement
and Amendment No. 2 to Pledge Agreement
CHICAGO COLD ROLLING, L.L.C.
BY: Bethlehem Cold Rolled Corporation, as
Sole Member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
ALLIANCE COATINGS COMPANY, LLC
OHIO STEEL SERVICE COMPANY, LLC
In each case:
BY: Bethlehem Steel Corporation, as
Sole Member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & CFO
Signature Page to Amendment No. 1 to
Revolving Credit and Guaranty Agreement and Security Agreement
and Amendment No. 2 to Pledge Agreement
GUARANTORS:
CAMBRIA AND INDIANA RAILROAD COMPANY
CARRIER EXPRESS, INC.
BETHLEHEM HIBBING CORPORATION
HIBBING LAND CORPORATION
IPV INC.
BETHLEHEM BLANK WELDING, INC.
BETHLEHEM STEEL INTERNATIONAL
CORPORATION
INTEROCEAN SHIPPING COMPANY
BETHLEHEM ENERGY SERVICES, INC.
BETHLEHEM INDUSTRIES CORPORATION
PENNSYLVANIA STEEL TECHNOLOGIES, INC.
BETHLEHEM STEEL FOUNDATION
In each case:
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
Signature Page to Amendment No. 1 to
Revolving Credit and Guaranty Agreement and Security Agreement
and Amendment No. 2 to Pledge Agreement
LAKE MICHIGAN & INDIANA RAILROAD
COMPANY LLC
EGL STEEL COMPANY, LLC
CONEMAUGH & BLACK LICK RAILROAD
COMPANY LLC
PATAPSCO & BACK RIVERS RAILROAD
COMPANY LLC
BRANDYWINE VALLEY RAILROAD COMPANY
LLC
UPPER MERION AND PLYMOUTH RAILROAD
COMPANY LLC
KEYSTONE RAILROAD LLC
STEELTON & HIGHSPIRE RAILROAD COMPANY
LLC
In each case:
BY: Bethlehem Steel Corporation, as
Sole Member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & CFO
RAILQUEST, LLC
BETHTRAN LLC
BETHINTERMODAL LLC
In each case:
BY: Keystone Railroad LLC, as Sole Member
BY: Bethlehem Steel Corporation, as
Sole Member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & CFO
Signature Page to Amendment No. 1 to
Revolving Credit and Guaranty Agreement and Security Agreement
and Amendment No. 2 to Pledge Agreement
LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually and as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Signature Page to Amendment No. 1 to
Revolving Credit and Guaranty Agreement and Security Agreement
and Amendment No. 2 to Pledge Agreement
EXHIBIT A
TO
AMENDMENT NO. 1 TO
REVOLVING CREDIT AND GUARANTY AGREEMENT,
SECURITY AGREEMENT
AND
PLEDGE AGREEMENT
Conformed Credit Agreement
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[Attached]
EXHIBIT B
TO
AMENDMENT NO. 1 TO
REVOLVING CREDIT AND GUARANTY AGREEMENT,
SECURITY AGREEMENT
AND
PLEDGE AGREEMENT
Conformed Security Agreement
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[Attached]
EXHIBIT C
TO
AMENDMENT NO. 1 TO
REVOLVING CREDIT AND GUARANTY AGREEMENT,
SECURITY AGREEMENT
AND
PLEDGE AGREEMENT
Conformed Pledge Agreement
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[Attached]