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Exhibit 10.2
AMENDMENT NO. 2 TO CREDIT AGREEMENT
SECOND AMENDMENT dated as of September 30, 2003 (this "Amendment") to the
Credit Agreement dated as of May 20, ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇") ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ STEEL CORPORATION (the "Borrower"), the LENDERS party thereto (the
"Lenders"), the LC ISSUING BANKS party thereto, JPMORGAN CHASE BANK, as
Administrative Agent (the "Administrative Agent"), Collateral Agent, Co-
Syndication Agent and Swingline Lender, and GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Collateral Agent and Co-Syndication Agent.
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein that is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment. Pursuant to Section 9.02 of the Credit Agreement, the
Credit Agreement is amended as follows:
(a) Section 1.01 of the Credit Agreement is amended by adding thereto, in
alphabetical order, the following new definitions:
"Engineering Note" means one or more promissory notes in an
aggregate amount not to exceed $1,500,000 and maturing no later than
January 1, 2007 to be executed and delivered to the Borrower by the
ultimate purchaser in the UEC Lab Sale as partial consideration for
such UEC Lab Sale.
"Plate Mill Transaction" means the proposed transaction between
the Borrower and ISG Indiana Harbor Inc. ("ISG") whereby (x) the
Borrower's plate mill located in Gary, Indiana (the "Exchanged Plate
Mill") will be exchanged for ISG's pickling facilities located in East
Chicago, Illinois and (y) certain raw materials and other inventory
related to the Exchanged Plate Mill will be transferred to ISG in
exchange for cash in an amount equal to the aggregate net book value
thereof.
"UEC Lab Sale" means the proposed sale of the Borrower's line of
business known as "UEC Labs" and the laboratory testing equipment
comprising the assets thereof
(b) Section 6.04(a) of the Credit Agreement is amended by replacing
clause (v) thereof with the following:
(v) the Engineering Note;
(c) Section 6.04(a) of the Credit Agreement is further amended by
replacing clause (xiv) thereof with the following:
(xiv) investments in any Person to the extent such investment
represents either (x) the non-cash portion of the consideration
received for an asset sale permitted under Section 6.05(b), (e) or
(f), or (y) non-cash consideration received for an asset sale
permitted under Section 6.05(d), so long as such non-cash
consideration is permitted under clause (z) of the first proviso in
the final paragraph of Section 6.05"
(d) Section 6.05 of the Credit Agreement is amended by replacing clause
(g) thereof with the following:
(g) so long as no Default has occurred and is continuing (or
would result therefrom), the Plate Mill Transaction;
(e) Section 6.05 of the Credit Agreement is further amended by deleting
the words "solely for cash consideration" in the first proviso of the final
paragraph of such Section 6.05, and substituting therefor the following:
"either (w) solely for cash consideration, (x) in the case of the
UEC Lab Sale, solely for cash consideration and the Engineering Note,
(y) in the case of the Plate Mill Transaction, the consideration
described in the definition of such term, or (z) in the case of any
other sale, transfer or other disposition permitted by clause (d)
above, for cash consideration and/or non-cash consideration, so long
as (1) the aggregate amount of non-cash consideration for any such
sale, transfer or other disposition does not exceed $2,000,000 and (2)
after giving effect to any such transaction, the aggregate amount of
non-cash consideration for all sales, transfers and other dispositions
permitted by clause (d) above and consummated during the term of this
Agreement would not exceed $10,000,000,"
SECTION 3. Representations of Borrower. The Borrower represents and warrants
that (i) the representations and warranties of the Borrower set forth in Article
3 of the Credit Agreement are true on and as of the date hereof and (ii) no
Default has occurred and is continuing on and as of the date hereof.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective as of the
date hereof on the date when the Administrative Agent shall have received from
each of the Borrower and the Required Lenders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNITED STATES STEEL CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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Title: Executive Vice President,
Treasurer and Chief
Financial Officer
JPMORGAN CHASE BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ Canon
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Title: Duly Authorized Signatory
BANK ONE
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: VP/Associate Director
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
CITIZENS BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Assistant Vice President
GMAC COMMERCIAL FINANCE LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
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Title: Vice President
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS LP
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Authorized Signatory
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Title: Officer
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Second Vice President
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇. ▇▇▇▇▇▇
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Title: Assistant Agent
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Assistant Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
▇▇▇▇▇ FARGO FOOTHILL, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Title: Assistant Vice President