Exhibit 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
FIRST AMENDMENT dated as of August 19, 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,
Section 1.01 of the Credit Agreement is amended by adding to clause (d) of the
definition of "Permitted Liens" the phrase ", Hedging Agreements" immediately
after the word "leases".
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/ ▇. ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Executive Vice President,
Treasurer and Chief
Financial Officer
JPMORGAN CHASE BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ Canon
---------------------------------
Title: Duly Authorized Signatory
BANK ONE
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: VP / Associate Director
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
CITIZENS BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Vice President
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Title: AVP
GMAC COMMERCIAL FINANCE LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
---------------------------------
Title: Vice President
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS LP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Title: Authorized Signatory
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: Vice President
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇▇▇▇
---------------------------------
Title: Senior Manager
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Managing Director
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Vice President
▇▇▇▇▇ FARGO FOOTHILL, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President