EXHIBIT 99.3
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment")
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dated as of November 29, 2001 is by and among OREGON STEEL XXXXX, INC., a
Delaware corporation ("Borrower"), NEW CF&I, INC., a Delaware corporation ("New
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CF&I"), 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 (as amended, the "Existing Credit Agreement", and as amended hereby and
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hereafter further amended, supplemented, restated or otherwise modified from
time to time, the "Credit Agreement"); and
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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. Subject to the
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satisfaction of the conditions precedent set forth in Section 8 hereof, the
parties hereto hereby agree to amend the Existing Credit Agreement as follows:
(a) The Commitment of the sole Lender party to the Existing Credit
Agreement as reflected on the signature page to the Existing Credit Agreement is
hereby amended and restated to read as follows:
"Commitment: $100,000,000; provided that such Commitment
shall be reduced on January 1, 2002 to $85,000,000 and shall be
further reduced on April 1, 2002 to $75,000,000."
(b) Section 5.3 of the Existing Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"Extension Fee. In lieu of any termination fee and in
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consideration for the Agent and the Lenders extending the Original Term
pursuant to that certain Amendment No. 2 to Credit Agreement dated as
of November 29, 2001 among the parties hereto, the Borrower agrees to
pay the Agent for the account of the Lenders a fee in the amount of
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$1,000,000 which was earned on November 29, 2001 and which shall be due
and payable on January 15, 2002.
(c) Section 5 of the Existing Credit Agreement is hereby amended by
adding the following new Section 5.8 as follows:
"Section 5.8 Second Amendment Fee. The Borrower agrees to pay
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the Agent for the account of the Lenders an amendment fee in the amount
of $187,500 which was earned on November 29, 2001 in connection with
the execution of that certain Amendment No. 2 to Credit Agreement dated
as of November 29, 2001 among the parties hereto and which shall be due
and payable on January 15, 2002.
(d) Section 10.6(b) of the Existing Credit Agreement is hereby
amended by replacing the date "March 31, 2002" with the following new
language:
"March 31, 2002 and the last day of each Fiscal Quarter
thereafter".
(e) Section 14.20 of the Existing Credit Agreement is hereby
amended by deleting the date "April 30, 2002" set forth therein and
replacing it with "September 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.
(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 the
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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 AND
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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 effective
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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 shall
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have delivered to the other duly executed counterparts to this
Amendment.
[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/ L. Xxx Xxxxx
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Name: L. Xxx Xxxxx
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Title Chief Financial Officer
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CF&I STEEL, L.P. (dba Rocky Mountain Steel Xxxxx)
By: /s/ L. Xxx Xxxxx
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Name: L. Xxx Xxxxx
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Title Chief Financial Officer
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NEW CF&I, INC.
By: /s/ L. Xxx Xxxxx
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Name: L. Xxx Xxxxx
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Title Chief Financial Officer
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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/ Xxxxxx X. X'Xxxxxx
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Name: Xxxxxx X. X'Xxxxxx
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Title Managing Director, Commercial Finance
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[Signature Page to Amendment No. 2 to Credit Agreement]
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