EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment")
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dated as of August 13, 2001 is by and among OREGON STEEL XXXXX, INC., a Delaware
corporation ("Borrower"), NEW CF&I, INC., a Delaware corporation ("New CF&I"),
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and CF&I STEEL, L.P. (dba Rocky Mountain Steel Xxxxx), a Delaware limited
partnership ("RMSM" and, together with NEW CF&I, each a "Guarantor" and
together, "Guarantors"), the financial institutions parties hereto, as Lenders,
and PPM FINANCE, INC., a Delaware corporation, as Agent for the Lenders
("Agent"). Unless otherwise specified herein, capitalized terms used in this
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Amendment shall have the meanings ascribed to them by the Credit Agreement (as
hereinafter defined).
RECITALS
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WHEREAS, Agent, the Lenders named therein, Borrower and the
Guarantors are parties to that certain Credit Agreement, dated as of December 1,
2000 (the "Existing Credit Agreement", and as amended hereby and hereafter
further amended, supplemented, restated or otherwise modified from time to time,
the "Credit Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders, and
Agent and Lenders have agreed to, amend the Existing Credit Agreement as
described herein, upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual execution hereof
and other good and valuable consideration, the parties hereto agree as follows:
SECTION 1. Amendments to the Existing Credit Agreement.
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Subject to the satisfaction of the conditions precedent set forth in Section 8
hereof, the parties hereto hereby agree to amend the Existing Credit Agreement
as follows, which amendments shall be deemed to be effective as of
June 30, 2001:
(a) Section 2.2.1 of the Existing Credit Agreement is hereby amended by
adding a new sentence to the end of such Section 2.2.1 as follows:
"Notwithstanding any provision in this Agreement to the
contrary, from and after August 13, 2001, Borrower shall not be
permitted to select Eurodollar Loans."
(b) Section 2.2.2 of the Existing Credit Agreement is hereby amended by
adding a new clause (f) to the end Section 2.2.2 which shall read as follows:
"(f) Notwithstanding any provision in this Agreement to the
contrary, from and after August 13, 2001, the Borrower may not convert
Base Rate Loans to Eurodollars Loans or continue any Eurodollar Loans
as Eurodollar Loans. All outstanding Eurodollar Loans on August 13,
2001 shall be immediately converted to Base Rate Loans upon the
expiration of their respective Interest Periods."
(c) Section 4.1.1(a) of the Existing Credit Agreement is hereby amended
by amending and restating such section in its entirety as follows:
"(a) at all times while any Loan is a Base Rate Loan, at a
rate per annum equal to the sum of the Base Rate from time to time in
effect plus (i) from and including June 30, 2001 through and including
September 29, 2001, 1.25%, (ii) from and including September 30, 2001
through and including December 30, 2001, 1.50% and (iii) after December
30, 2001, 1.75%; and".
(d) Section 5.3 of the Existing Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"5.3 [ASTERISK]Remainder of section omitted pursuant to a
confidential treatment request.
(e) Section 5 of the Existing Credit Agreement is hereby amended by
adding the following new Section 5.7 as follows: [ASTERISK] Remainder of section
omitted pursuant to a confidential treatment request.
(f) Section 10.6(b) of the Existing Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"Minimum EBITDA Coverage. Not permit the EBITDA Coverage Ratio
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for the 12-month period ending on the last day of each Fiscal Quarter set forth
below to be less than the ratio set forth next to such Fiscal Quarter:
Fiscal Quarter ending: EBITDA Coverage Ratio:
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June 30, 2001 1.10 to 1.00
September 30, 2001 1.15 to 1.00
December 31, 2001 1.25 to 1.00
March 31, 2002 1.45 to 1.00
(g) Section 10.7(b)(i) of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:
"(i) the Borrower shall have provided the Agent with prior
written notice of any such repurchase which notice shall set forth (A) the date
such repurchase is to be made which in no event shall be later than December 31,
2001, (B) the face amount of the Bonds to be repurchased, and (C) the price to
be paid to repurchase such Bonds; provided that, such price shall not exceed the
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aggregate amount of $5,000,000 for all Bond repurchased between June 30, 2001
through and including December 31, 2001."
(h) Section 14.20 of the Existing Credit Agreement is hereby amended by
deleting the date "April 30, 2003" set forth therein and replacing it with
"April 30, 2002".
SECTION 2. Representations And Warranties of Credit Parties.
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The Borrower and each Guarantor represents and warrants that:
(a) the execution, delivery and performance by each such Person of this
Amendment have been duly authorized by all necessary corporate action and is the
legal, valid and binding obligation of such Person enforceable against such
Person in accordance with its terms, except as the enforcement thereof may be
subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law);
(b) each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the date
hereof as if made on the date hereof; and
(c) neither the execution, delivery and performance of the Amendment nor
the consummation of the transactions contemplated hereby does or shall
contravene, result in a breach of, or violate (i) any provision of such Person's
certificate or articles of organization or by-laws, (ii) any law or regulation,
or any order or decree of any court or government instrumentality, or (iii) any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which such Person is a party or by which such Person or any of its property is
bound, except in any such case to the extent such conflict or breach has been
waived by a written waiver document, a copy of which has been delivered to Agent
on or before the date hereof.
SECTION 3. Acknowledgments Regarding Credit Agreement.
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(a) Except as specifically amended above, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
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(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Agent or the Lenders
under the Credit Agreement or any other Loan Documents, nor constitute a waiver
of any provision of the Credit Agreement or any other Loan Documents. Upon the
effectiveness of this Amendment, each reference in the Existing Credit Agreement
to "this Agreement", "hereunder", "hereof", "herein" or words of similar import
shall mean and be a reference to the Credit Agreement.
(c) Each of Borrower and each Guarantor hereby acknowledges and agrees
that there is no defense, setoff or counterclaim of any kind, nature or
description to the Obligations or the payment thereof when due.
(d) Each Guarantor acknowledges the amendments provided by this
Amendment and hereby reaffirms its guarantee pursuant to Section 15 of the
Credit Agreement.
SECTION 4. Costs And Expenses. As provided in Section 14.6 of
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the Credit Agreement, Borrower agrees to reimburse Agent for all fees,
reasonable out-of-pocket costs and expenses of the Agent (including attorney
costs) in connection with the preparation, execution, delivery and
administration of this Amendment (and the other documents to be delivered in
connection herewith).
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
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AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF
LAWS PROVISIONS) OF THE STATE OF ILLINOIS.
SECTION 6. Headings. Section headings in this Amendment are
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included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.
SECTION 7. Counterparts. This Amendment may be executed in any
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number of counterparts, each of which when so executed shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument.
SECTION 8. Effectiveness. This Amendment shall become
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effective when each of the following conditions precedent have been met to the
satisfaction of Agent and Lenders or waived in writing by Agent and Lenders:
(i) Amendment. Agent, Borrower, the Guarantors and Lenders
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shall have delivered to the other duly executed counterparts to this Amendment;
and
(ii) *Remainder of section omitted pursuant to a confidential
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treatment request.
[Signature Page Follows]
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Delivered at Chicago, Illinois, as of the day and year first above written.
OREGON STEEL XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title Corporate Controller
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CF&I STEEL, L.P. (dba Rocky Mountain Steel Xxxxx)
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title Corporate Controller
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NEW CF&I, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title Corporate Controller
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PPM FINANCE, INC., as Agent and as attorney in fact for the
only Lender under the Credit Agreement referred to in the
above Amendment
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title AVP, Underwriting
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[Signature Page to Amendment No. 1 to Credit Agreement]
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