EXHIBIT 10.1
Execution Copy
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 30, 2003
("Amendment No. 2"), is entered into by and among OREGON STEEL ▇▇▇▇▇, INC., a
Delaware corporation ("OSM"), NEW CF&I, INC., a Delaware corporation ("New
CF&I"), CF&I STEEL, L.P. (dba Rocky Mountain Steel ▇▇▇▇▇), a Delaware limited
partnership ("RMSM") and COLORADO AND WYOMING RAILWAY COMPANY, a Delaware
corporation ("CWR"; each of OSM, New CF&I, RMSM, and CWR a "Borrower" and
collectively, "Borrowers"), the financial institutions that are or may from time
to time become parties hereto, as Lenders, GMAC BUSINESS CREDIT LLC, as
Co-Managing Agent (in such capacity, the "Co-Managing Agent"), and TEXTRON
FINANCIAL CORPORATION, a Delaware corporation ("Textron"), as Agent for the
Lenders.
W I T N E S S E T H
WHEREAS, Textron, Co-Managing Agent, Lenders, and Borrowers have
entered into financing arrangements pursuant to which Textron, Co-Managing
Agent, and Lenders have made and may make loans and advances and provide other
financial accommodations to Borrowers as set forth in the Credit Agreement,
dated July 12, 2002, by and among Textron, Co-Managing Agent, Lenders, and
Borrowers and as amended by Amendment No. 1 (as the same now exists and may
hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, the "Agreement") and the agreements, documents and
instruments at any time executed and/or delivered in connection therewith or
related thereto (collectively, together with the Agreement, the "Loan
Documents"); and
WHEREAS, Borrowers, Textron, Co-Managing Agent and Lenders have agreed
to certain amendments to the Agreement as more particularly contained herein;
NOW, THEREFORE, in consideration of the mutual conditions and
agreements and covenants set forth herein, and for other good and valuable
consideration, the adequacy and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Definitions.
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1.1 Additional Definitions. As used herein, the following terms shall
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have the meanings given to them below and the Agreement shall be deemed and is
hereby amended to include, in addition and not in limitation, the following
definitions:
"Amendment No. 2 means this Amendment No. 2 to the Credit
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Agreement by and among Borrowers, Textron, Co-Managing Agent,
and Lenders, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated
or replaced."
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"Target Average Inventory means the amount set forth below for
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each corresponding month:
MONTH TARGET AVERAGE
INVENTORY
June 2003 $ 151,100,000
July 2003 $ 150,300,000
August 2003 $ 138,400,000
Sept. 2003 $ 133,800,000
Oct. 2003 $ 126,800,000
Nov. 2003 $ 123,700,000
Dec. 2003 $ 123,000,000
Jan. 2004 $ 123,200,000
Feb. 2004 $ 122,500,000
March 2004 $ 123,300,000
April 2004 $ 123,100,000
May 2004 $ 122,300,000
June 2004 $ 122,900,000
July 2004 $ 123,000,000
August 2004 $ 121,700,000
Sept. 2004 $ 121,000,000
Oct. 2004 and each month ending
thereafter $ 120,300,000"
"Inventory Adjustment Amount means, as of any day of
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determination, an amount equal to (a) the average aggregate
monthly value of OSM's consolidated Inventory less any Camrose
Parties Inventory for the 3-month period ending on the day of
determination, minus (b) the Target Average Inventory
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corresponding to the month of the day of determination. The
Inventory Adjustment Amount will be zero if the above number
results in a negative number."
1.2 Amended Definition. The following term shall be amended by
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deleting it and replacing it with the following:
"Borrowing Availability means, as of any date of
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determination, an amount equal to (a) the lesser of (i) the
Maximum Amount minus the Letter of Credit Reserve and (ii) the
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Borrowing Base minus the Letter of Credit Reserve minus the
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Inventory Adjustment Amount, minus (b) the aggregate amount of
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all outstanding Loans minus (c) the aggregate amount of all
outstanding accounts payable of all the Borrowers that are
past due more than thirty (30) days from the date such
accounts were due under the terms of the original purchase
order, in each case as of such date."
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1.3 Interpretation. For purposes of this Amendment No. 2, all
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terms used herein, including but not limited to, those terms
used and/or defined herein or in the recitals hereto shall
have the respective meanings assigned thereto in the
Agreement, as amended by this Amendment No. 2.
2. Amendment to Agreement.
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2.1 Section 10.6 of the Agreement is hereby amended as follows:
(a) Section 10.6(a) of the Agreement is amended by deleting
it and replacing it with the following:
"(a) Minimum Consolidated EBITDA. Not permit Consolidated
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EBITDA for the 12-month period ending on the last day of each
month set forth below to be less than the amount set forth
below next to such month:
MONTH ENDING CONSOLIDATED
EBITDA
June 30, 2003 $ 55,000,000
July 31, 2003 $ 39,000,000
August 31, 2003 $ 30,500,000
Sept. 30, 2003 $ 26,500,000
Oct. 31, 2003 $ 21,000,000
Nov. 30, 2003 $ 16,000,000
Dec. 31, 2003 $ 14,500,000
Jan. 31, 2004 $ 21,000,000
Feb. 29, 2004 $ 27,500,000
March 31, 2004 $ 33,000,000
April 30, 2004 $ 36,000,000
May 31, 2004 $ 41,000,000
June 30, 2004 $ 51,000,000
July 31, 2004 $ 58,500,000
August 31, 2004 $ 64,000,000
Sept. 30, 2004 $ 67,000,000
Oct. 31, 2004 and each month
ending thereafter $ 70,000,000"
(b) Section 10.6(b) of the Agreement is amended by deleting
it and replacing it with the following:
"(b) Minimum Fixed Charge Coverage Ratio. Not permit the Fixed
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Charge Coverage Ratio for the 12-month period ending on the
last day of each month set forth below to be less than the
ratio set forth next to such month:
MONTH ENDING FIXED CHARGE
COVERAGE RATIO
June 30, 2003 1.25
July 31, 2003 0.80
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August 31, 2003 0.60
Sept. 30, 2003 0.50
Oct. 31, 2003 0.30
Nov. 30, 2003 0.15
Dec. 31, 2003 0.05
Jan. 31, 2004 0.05
Feb. 29, 2004 0.25
March 31, 2004 0.45
April 30, 2004 0.50
May 31, 2004 0.65
June 30, 2004 1.00
July 31, 2004 1.15
August 31, 2004 1.30
Sept. 30, 2004 1.45
Oct. 31, 2004 and each month
ending thereafter 1.60"
(c) Section 10.6(c) of the Agreement is amended by deleting
it and replacing it with the following:
"(c) Maximum Senior Debt Ratio. Not permit the Senior Debt
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Ratio for the 12-month period ending on the last day of each
month set forth below to exceed the ratio set forth next to
such month:
MONTH ENDING SENIOR DEBT
RATIO
June 30, 2003 5.00 to 1.00
July 31, 2003 8.00 to 1.00
August 31, 2003 10.00 to 1.00
Sept. 30, 2003 11.00 to 1.00
Oct. 31, 2003 14.50 to 1.00
Nov. 30, 2003 18.50 to 1.00
Dec. 31, 2003 21.00 to 1.00
Jan. 31, 2004 14.50 to 1.00
Feb. 29, 2004 10.50 to 1.00
March 31, 2004 9.00 to 1.00
April 30, 2004 8.00 to 1.00
May 31, 2004 7.00 to 1.00
June 30, 2004 5.50 to 1.00
July 31, 2004 5.00 to 1.00
Aug. 31, 2004 4.50 to 1.00
Sept. 30, 2004 4.00 to 1.00
Oct. 31, 2004 and each month
ending thereafter 4.00 to 1.00"
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(d) Section 10.6(d) of the Agreement is amended by deleting
it and replacing it with the following:
"(d) Minimum Consolidated Tangible Net Worth. Not permit
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Consolidated Tangible Net Worth at any time during any month
ending on or after June 30, 2003 to be less than
$227,000,000."
(e) Section 10.6 of the Agreement is hereby amended by adding
the following Section 10.6(f) therein:
"(f) For purposes of calculating and determining compliance
with the financial covenants described in Sections 10.6(a)
[Minimum Consolidated EBITDA], 10.6(b) [Minimum Fixed Charge
Coverage Ratio], 10(c) [Maximum Senior Debt Ratio], and
10.6(d) [Minimum Consolidated Tangible Net Worth], the parties
agree that the Company may disregard in its calculations the
write-offs (when and if recognized) associated with the
dedicated Portland Oxygen Plant up to $9.1 million and the
Portland Scrap Shear up to $700,000; provided that if the
write-offs exceed the amounts set forth in this Section
10.6(f), any excess write-off amount above the specified
amount will be expensed and such expensed excess write-off
amount will be used in the calculation and determination of
compliance with the specified financial covenants."
3. Reduced Maximum Amount. It is the intention of each party to the Agreement
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that U.S. Bank National Association, a national banking association ("US Bank")
no longer be a Lender, and, effective upon such termination, the Maximum Amount
is reduced by the amount of the Commitment held by U.S. Bank, which Commitment
is in the amount of $10,000,000.00.
4. Amendment Fee. In order to induce the Required Lenders to enter into this
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Amendment No. 2, Borrowers agree to pay to Agent, for the benefit of Required
Lenders, an amendment fee in the amount of $125,000.00. The amendment fee shall
be earned by and payable to Required Lenders upon the execution of this
Amendment No. 2.
5. Representations, Warranties and Covenants. In addition to the continuing
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representations, warranties and covenants heretofore or hereafter made by
Borrowers to Textron, Co-Managing Agent and Lenders pursuant to the Agreement
and the other Loan Documents, Borrowers each hereby represent, warrant and
covenant with Textron, Co-Managing Agent, and Lenders that this Amendment No. 2
has been duly executed and delivered by Borrowers and is in full force and
effect as of the date of this Amendment No. 2 and the agreements and obligations
of Borrowers contained herein constitute legal, valid and binding obligations of
Borrowers enforceable against Borrowers in accordance with their respective
terms.
6. Conditions Precedent. The effectiveness of the amendments contained herein
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shall be subject to, Textron, in its capacity as Agent for the Lenders, having
received, in form and substance reasonably satisfactory to Textron, an original
of this Amendment No. 2, duly authorized, executed and delivered by Borrowers,
Textron, Co-Managing Agent, and Lenders.
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7. Provisions of General Application.
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7.1 Effect of this Amendment. Except as modified pursuant hereto, no other
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changes or modifications to the Agreement are intended or implied and in
all other respects the Agreement is hereby specifically ratified, restated and
confirmed by all parties hereto as of the effective date hereof. To the extent
of conflict between the terms of this Amendment No. 2 and the Agreement, the
terms of this Amendment No. 2 shall control. The Agreement and this Amendment
No. 2 shall be read and construed as one agreement.
7.2 Further Assurances. The parties hereto shall execute and deliver such
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additional documents and take such additional action as may be reasonably
necessary or desirable to effectuate the provisions and purposes of this
Amendment No. 2.
7.3 Governing Law. The rights and obligations hereunder of each of the
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parties hereto shall be governed by and interpreted and determined in
accordance with the laws of the State of New York, but excluding any principles
of conflicts of law or other rule of law that would result in the application of
the law of any jurisdiction other than the laws of the State of New York.
7.4 Binding Effect. This Amendment No. 2 shall be binding upon and inure
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the parties hereto and their respective successors and assigns.
7.5 Survival of Representations and Warranties. All representations and
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warranties made in this Amendment No. 2 or any other document furnished in
connection with this Amendment No. 2 shall survive the execution and delivery of
this Amendment No. 2 and the other documents, and no investigation by Agent or
any Lender shall affect the representations and warranties or the right of Agent
or any Lender to rely upon them.
7.6 Counterparts. This Amendment No. 2 may be executed in any number of
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counterparts, but all of such counterparts shall together constitute but
one and the same agreement. In making proof of this Amendment No. 2, it shall
not be necessary to produce or account for more than one counterpart thereof
signed by each of the parties hereto.
[SIGNATURE PAGES FOLLOW]
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Execution Copy
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
duly executed and delivered by their authorized officers as of the date and year
first above written.
BORROWERS:
OREGON STEEL ▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
NEW CF&I, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
CF&I STEEL, L.P. (DBA ROCKY MOUNTAIN STEEL ▇▇▇▇▇)
By: New CF&I, Inc., General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
COLORADO AND WYOMING RAILWAY COMPANY
By:
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Name:
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Title:
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REQUIRED LENDERS:
TEXTRON FINANCIAL CORPORATION, as Agent and
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
GMAC BUSINESS CREDIT LLC, as Co-Managing Agent and
as a Lender
By:
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Name:
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Title:
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ORIX FINANCIAL SERVICES, INC., as a Lender
By:
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Name:
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Title:
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ACKNOWLEDGEMENT OF SUBSIDIARY GUARANTORS
The undersigned, each a guarantor of Borrowers referred to in the
foregoing Amendment No. 2, hereby acknowledge that each has received a copy of
this Amendment No. 2 and each consents thereto, and each of the undersigned
hereby ratifies and confirms the Subsidiary Guaranty Agreement executed by it as
of July 12, 2002, and that this Acknowledgement shall be deemed dated as of the
effective date of this Amendment No. 2, as first set forth above.
OREGON STEEL ▇▇▇▇▇ PROCESSING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
OSM GLASSIFICATION, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
OSM DISTRIBUTION, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
OREGON STEEL DE GUAYANA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
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