EXHIBIT 10-N
EXECUTION COPY
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the "Amendment and
Restatement") dated as of September 30, 1997 among ▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK ("▇▇▇▇▇▇ Guaranty"), in its capacity as Administrative Agent,
NATIONAL STEEL FUNDING CORPORATION, a Delaware corporation ("NFSC"), NATIONAL
STEEL CORPORATION, a Delaware corporation ("NSC"), the financial institutions
party thereto, as buyers (the "Buyers"), the Letter of Credit Issuing Banks
party thereto, the Reserve L/C Bank and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK, as structuring and collateral agent (the "Receivables Collateral Agent").
W I T N E S S E T H :
WHEREAS, the parties referred to above have heretofore entered into a
Receivables Purchase Agreement dated as of May 16, 1994 (as amended by Amendment
No. 1 thereto dated as of May 31, 1995 and Amendment No. 2 and Consent thereto
dated as of July 18, 1996, the "Agreement"), and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the 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 Agreement shall from and after the effective date hereof refer
to the Agreement as amended and restated hereby.
SECTION 2. Amendments to Definitions. Section 1.01 of the Agreement is
amended as follows:
(a) The definition of "Collateral Agent" is amended by replacing "▇.▇.
▇▇▇▇▇▇ Delaware" with "▇▇▇▇▇▇ Guaranty".
(b) The definition of "Commitment Fee" is amended by replacing ".1875%"
with ".15%".
(c) The definition of "Euro-Dollar Rate" is amended by replacing ".50%"
with ".375%" and by replacing "2.50%" with "2.375%".
(d) The definition of "Expiry Date" is amended by replacing "May 16, 2001"
with the date "September 30, 2002".
(e) The definition of "Fixed CD Rate" is amended by replacing ".625%" with
".50%" and by replacing "2.625%" with "2.50%".
(f) The definition of "Issuing Bank Letter of Credit Fee" is amended by
replacing ".25%" with ".15%".
(g) The definition of "▇.▇. ▇▇▇▇▇▇ Delaware" is hereby deleted.
(h) The definition of "Letter of Credit Participation Fee" is amended by
replacing ".50%" with ".375%".
(i) The definition of "Reserve L/C Fee" is amended by replacing ".625%"
with ".50%".
(j) The definition of "Reserve Letter of Credit" is amended by replacing
"▇.▇. ▇▇▇▇▇▇ Delaware" with "▇▇▇▇▇▇ Guaranty".
SECTION 3. Amendment to Section 2.04 of the Agreement. Section 2.04(a) of
the Agreement is amended by replacing "A-1+" with "A-1" in the twenty-first line
thereof.
SECTION 4. Amendment to Section 2.07 of the Agreement. Section
2.07(a)(iii) of the Agreement is amended by replacing "March 15, 1994" with
"August 11, 1997".
SECTION 5. Amendment to Section 7.02 of the Agreement. Section 7.02 of
the Agreement is amended by deleting the references to "▇.▇. ▇▇▇▇▇▇ Delaware".
SECTION 6. Amendment to Schedule 1 of the Agreement. Schedule 1 of the
Agreement is amended to read in its entirety as set forth in Exhibit A attached
hereto.
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SECTION 7. Representations and Warranties. NSFC hereby represents and
warrants that as of the effective date hereof (after giving effect hereto):
(a) no Termination Event or Potential Termination Event has occurred and
is continuing; and
(b) each representation or warranty of NSFC set forth in the Agreement
after giving effect to this Amendment and Restatement is true and correct.
SECTION 8. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 9. Counterparts; Effectiveness. This Amendment and Restatement
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. This Amendment and Restatement shall become effective as of the date
hereof if each of the following conditions shall have been satisfied on or
before October 10, 1997:
(i) receipt by the Administrative Agent of duly executed
counterparts hereof signed by each of the parties hereto (or, in the case
of any party as to which an executed counterpart shall not have been
received, the Administrative Agent shall have received telegraphic, telex
or other written confirmation from such party of execution of a counterpart
hereof by such party);
(ii) evidence satisfactory to the Collateral Agent that a rating of
AAA or higher assigned to the Buyer's Certificates shall have been
reaffirmed by S&P; and
(iii) NSC shall have paid to the Administrative Agent for the account
of ▇.▇. ▇▇▇▇▇▇ Securities, Inc. the arrangement, syndication and advisory
fee set forth in the letter dated August 11, 1997.
The Administrative Agent shall promptly notify the parties hereto of the
effectiveness of this Amendment and Restatement, and such notice shall be
conclusive and binding on all parties hereto.
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IN WITNESS WHEREOF, the parties have cause this Amendment and Restatement
to be duly executed as of the date first above written.
NATIONAL STEEL FUNDING
CORPORATION
By: ___________________________________
Name:
Title:
NATIONAL STEEL CORPORATION,
as Servicer
By: ___________________________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK,
as Administrative Agent, Structuring
and Collateral Agent, Reserve L/C Bank
and Letter of Credit Issuing Bank
By: ___________________________________
Name:
Title:
THE FUJI BANK AND TRUST COMPANY,
as Letter of Credit Issuing Bank
By: ___________________________________
Name:
Title:
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BANK OF TOKYO-MITSUBISHI, LTD.,
as Letter of Credit Issuing Bank
By: ___________________________________
Name:
Title:
COMERICA BANK, as Letter of Credit
Issuing Bank
By: ___________________________________
Name:
Title:
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COMMITMENTS: BUYERS:
$30,000,000 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: _____________________________
Name:
Title:
$30,000,000 THE FUJI BANK AND TRUST COMPANY
By: _____________________________
Name:
Title:
$25,000,000 COMERICA BANK
By: _____________________________
Name:
Title:
$25,000,000 BANK OF TOKYO-MITSUBISHI, LTD.
By: _____________________________
Name:
Title:
$20,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN LTD.
By: _____________________________
Name:
Title:
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$15,000,000 THE DAI-ICHI KANGYO BANK, LTD.,
NEW YORK BRANCH
By: _____________________________
Name:
Title:
$15,000,000 THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: _____________________________
Name:
Title:
$15,000,000 NBD BANK
By: _____________________________
Name:
Title:
$15,000,000 THE YASUDA TRUST AND BANKING CO.,
LTD.
By: _____________________________
Name:
Title:
$10,000,000 MELLON BANK, N.A.
By: _____________________________
Name:
Title:
TOTAL
COMMITMENTS: $200,000,000
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Exhibit A
Schedule 1
Special Obligors and Concentration Limits
-----------------------------------------
Obligor Rating
------- ------
▇-▇ ▇-▇ ▇-▇ Unrated
--- --- --- -------
Ford Motor Company 15% 8% 7% 4%
General Motors Corporation 15% 12% 8% 4%
Chrysler Motors Corporation 15% 12% 8% 4%
Silgan Containers Corporation 10% 8% 7% 7%
Ball ▇▇▇▇▇▇ Corporation 10% 8% 7% 6%
The rating referred to above at any time is the rating then assigned by S&P to
the short-term unsecured debt of the Obligor.
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