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EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of December 17, 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 Agent, Mellon Bank, N.A., as
Issuing Bank, and certain 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, March 4, 1996, May 20, 1996 and September 18, 1996 (as so
amended, the "Original Agreement"), pursuant to which the Lenders have extended
credit to the Borrower;
WHEREAS, the Borrower and the Lenders (as defined in the Original
Agreement) desire to amend the Original Agreement to make certain changes
therein with respect to rates of interest and letter of credit fees;
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. Amendments to Sections 2.06 (b) and 2.17 (d) of original
Agreement. (A) Section 2.06 (b) of the Original Agreement is hereby amended by
adding thereto, as a new paragraph (iv) thereof, the following:
(iv) Notwithstanding clause (ii) above, but subject to clause
(iii) above, the Applicable Margin for the Euro-Rate Option for all
Loans for the period from December 23, 1996 through March 31, 1997
shall be 1.25%.
(b) Section 2.17 (d) of the Original Agreement is hereby
amended by adding immediately before the "." at the end of the first sentence
thereof the following: "provided, however, that for the period from December 23,
1996 through March 31, 1997, such fee shall be equal to 0.75% for Trade Letters
of Credit and 1.25% for Standby Letters of Credit".
Section 2. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that 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
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continuing or exists on and as of the date hereof.
Section 3. Miscellaneous. (a) This Eighth Amendment upon execution and
delivery hereof by all of the Lenders, the Borrower and the Agent.
(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/
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Xxxxx Xxxxxxxxxxxx
MELLON BANK, N.A., as Lender and as Agent
By /s/
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Xxxxx X. Xxxxxxx, Vice President
KREDITANSTALT FUR WIEDERAUFBAU as
Senior Co-Agent
By /s/ (undecipherable)
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BANQUE NATIONALE DE PARIS
as Senior Co-Agent
By /s/ (undecipherable)
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COMERICA BANK
as Senior Co-Agent
By /s/ (undecipherable)
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BANK ONE INDIANAPOLIS, NATIONAL
ASSOCIATION as Co-Agent
By /s/ (undecipherable)
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NBD BANK, N.A.
as Co-Agent
By /s/ (undecipherable)
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
as Co-Agent
By /s/
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Xxxxxxx Xxxxxxxx, Joint General Manager
BANK AUSTRIA AKTIENGESELLSCHAFT
as Co-Agent
By /s/ (undecipherable)
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FORT XXXXX NATIONAL BANK
By /s/
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Xxxxxx X. Xxxxx, Senior Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ (undecipherable)
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NATIONAL CITY BANK, INDIANA
By /s/ (undecipherable)
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