1
Exhibit 10.1c
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
May 20, 1996, by and among STEEL DYNAMICS, INC., an Indiana corporation (the
"Borrower"), the lenders listed on the signature pages hereof and MELLON BANK,
N.A., a national banking association, as agent for the Lenders under the Credit
Agreement referred to below (the "Agent").
RECITALS:
WHEREAS the Borrower, certain lenders (the "Lenders"), the Agent, Mellon
Bank, N.A., as Issuing Bank, and Kreditanstalt fur Wiederaufbau, Bank One,
Indianapolis, National Association and NBD Bank, N.A., as Co-Agents, entered
into a Credit Agreement, dated as of June 30, 1994, as amended as of January 6,
1995, May 22, 1995, June 15, 1995, November 20, 1995 and March 4, 1996 (as so
amended, the "Original Agreement"), pursuant to which the Lenders have extended
credit to the Borrower to fund the construction and operation of a 1.2 million
ton thin slab cast mini-mill in Xxxxxx, Indiana;
WHEREAS, the Borrower and the Required Lenders (as defined in the Original
Agreement) desire to amend the Original Agreement to effect certain changes
therein; and
WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings assigned thereto in the Original Agreement .
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby agree as follows:
Section 1. Amendment to Section 1.01. The definition of "Cash Equivalent
Investments" is hereby amended (i) by inserting after the word "America" in
clause (a) thereof the following phrase: ", or issued by an agency or
instrumentality thereof, in each case"; (ii) by deleting the word "and" before
clause (c) thereof; and (iii) by adding at the end thereof, as a new clause
(d), the following: "and, (d) investments in mutual funds which do not make any
material investments other than those described in clauses (a), (b) or (c) of
this definition. As a result of these amendments, the definition of "Cash
Equivalent Investments" will read as follows:
"Cash Equivalent Investments" shall mean any of the following, to
the extent acquired for investment and not with a view to achieving
trading profits: (a) obligations fully backed by the full faith and credit
of the United States of America, or issued by an agency or instrumentality
thereof, maturing not in excess of nine
2
months from the date of acquisition, (b) commercial paper maturing not in
excess of nine months from the date of acquisition and rated "P-1" by
Xxxxx'x Investors Service or "A-1" by Standard & Poor's Corporation on the
date of acquisition, (c) the following obligations of any domestic
commercial bank having capital and surplus in excess of $500,000,000,
which has, or the holding company of which has, a commercial paper rating
meeting the requirements specified in clause (b) above: (i) time deposits,
certificates of deposit and acceptances maturing not in excess of nine
months from the date of acquisition, or (ii) repurchase obligations with a
term of not more than seven days for underlying securities of the type
referred to in clause (a) above, and (d) investments in mutual funds which
do not make any material investments other than those described in clauses
(a), (b) or (c) of this definition.
Section 2. Representations and Warranties. The Borrower hereby represents
and warrants to the Agent and the Lenders as follows:
(a) The representations and warranties set forth in the Original Agreement
are true and correct on and as of the date hereof as if made on and as of the
date hereof (except for any representation or warranty which was expressly
limited to an earlier date, in which case such representations and warranties
shall be true and correct on and as of such earlier date), and that no Event of
Default or Potential Default has occurred and is continuing or exists on and as
of the date hereof.
(b) The execution, delivery and performance of this Amendment has been
duly authorized by all necessary action on the part of the Borrower, has been
duly authorized by all necessary governmental approvals, if any, and does not
and will not contravene or conflict with any provision of law or of the
organizational instruments of the Borrower or of any agreement or instrument
binding on it.
(c) This Amendment is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect affecting
the enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).
Section 3. Authorization of Agent. To further the intent and purpose of
Section 9.03(e) of the Original Agreement, the Required Lenders hereby authorize
the Agent now and at any time during the term of the Original Agreement (as the
same may be
-2-
3
amended) to release any Collateral, the disposition of which is expressly
permitted under Section 6.10 of the Original Agreement, upon such disposition.
Section 4. Miscellaneous. (a) This Amendment shall become effective upon
execution and delivery hereof by all of the Lenders, the Borrower and the Agent.
The execution below by the Lenders shall constitute a direction to the Agent to
execute this Amendment.
(b) The Original Agreement, as amended by this Amendment, is in all
respects ratified, approved and confirmed and shall, as so amended, remain in
full force and effect. From and after the date hereof, all references to the
"Agreement" in the Original Agreement and in the other Loan Documents shall be
deemed to be references to the Original Agreement as amended by this Amendment.
(c) This Amendment shall be deemed to be a contract under the laws of the
State of New York and for all purposes shall be governed by and construed and
enforced in accordance with the laws of said State.
(d) This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed and delivered this Amendment as of the date first
above written.
STEEL DYNAMICS, INC.
By /s/ SIG ILLEGIBLE
______________________________________
Title: Vice President
MELLON BANK, N.A., as Lender and
as Agent
By /s/ XXXXX X. XXXXXXX
______________________________________
Title: Vice President
-3-
4
KREDITANSTALT FUR WIEDERAUFBAU
as Lender and Senior Co-Agent
By /s/ SIG ILLEGIBLE
______________________________________
Title: Vice President Senior Project
Manager
By______________________________________
Title:
BANQUE NATIONALE DE PARIS
as Lender and Senior Co-Agent
By /s/ SIG ILLEGIBLE
______________________________________
Title: Vice President
COMERICA BANK
as Lender and Senior Co-Agent
By /s/ SIG ILLEGIBLE
______________________________________
Title: Vice President
BANK ONE INDIANAPOLIS, NATIONAL ASSOCIATION
as Lender and Co-Agent
By /s/ SIG ILLEGIBLE
________________________________________
Title: Vice President
NBD BANK, N.A.
as Lender and Co-Agent
By /s/ SIG ILLEGIBLE
_______________________________________
Title: Vice President
-4-
5
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
as Lender and Co-Agent
By__________________________________________
Title:
BANK AUSTRIA AKTIENGESELLSCHAFT
as Lender and Co-Agent
By /s/ J. Xxxxxxx Xxxx
__________________________________________
Title: Vice President
By /s/ Xxxxxxx Xxxx
__________________________________________
Title: Assistant Vice president
COMMERZBANK AKTIENGELSELLSCHAFT
By /s/ SIG ILLEGIBLE
_________________________________________
Title: Schroter
(Vice President)
By /s/ X. Xxxxxxxxxx
_________________________________________
Title: Xxxxxxxxxx
(Assistant Vice President)
FORT XXXXX NATIONAL BANK
By /s/ SIG ILLEGIBLE
__________________________________________
Title: Senior Vice President
-5-
6
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
YORK BRANCH
By /s/ SIG ILLEGIBLE
----------------------------------------
Title: Vice President
By /s/ Xxxxxxx Xxxxxx-Xxxxxxxxx
----------------------------------------
Title: Vice President
DEUTSCHE BANK AG, CHIGAGO AND/OR
CAYMAN ISLANDS BRANCHES
By
----------------------------------------
Title:
By
-----------------------------------------
Title:
NATIONAL CITY BANK, INDIANA
By /s/ SIG ILLEGIBLE
-----------------------------------------
Title: Vice President
SUMITOMO CORPORATION
By
-----------------------------------------
Title:
-6-
