EXHIBIT 10.15.1
AMENDMENT NO. 1 TO SUBORDINATED LOAN LETTER
THE RENCO GROUP, INC.
00 XXXXXXXXXXX XXXXX
XXX XXXX, XXX XXXX 00000
March 10, 2000
Congress Financial Corporation,
as Agent
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Lodestar Energy, Inc., a Delaware corporation ("Borrower"), has entered
into financing arrangements with Congress Financial Corporation, a Delaware
corporation in its capacity as Agent pursuant to the Loan Agreement (as
hereinafter defined) acting for and on behalf of the financial institutions
which are from time to time parties thereto as lenders (in such capacity,
"Agent"), The CIT Group/Business Credit, Inc. in its capacity as co-agent for
the financial institutions which are from time to time parties thereto as
lenders ("Co-Agent") and the financial institutions which are parties to the
Loan Agreement as lenders (individually, a "Lender", and collectively,
"Lenders") pursuant to which Agent and Lenders may make loans and advances and
provide other financial accommodations to Borrower as set forth in the Amended
and Restated Loan and Security Agreement, dated May 15, 1998, by and among
Borrower, Lodestar Holdings, Inc., a Delaware corporation ("Guarantor"), Agent,
Co-Agent and Lenders, as amended pursuant to Amendment No. 1 to Amended and
Restated Loan and Security Agreement, dated October 22, 1998, Amendment No. 2 to
Amended and Restated Loan and Security Agreement, dated December 21, 1998,
Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated
January 15, 1999, Amendment No. 4 to Amended and Restated Loan and Security
Agreement, dated April 30, 1999, Amendment No. 5 to Amended and Restated Loan
and Security Agreement, dated July 16, 1999, Amendment No. 6 to Amended and
Restated Loan and Security Agreement, dated November 15, 1999, and Amendment No.
7 to Amended and Restated Loan and Security Agreement, dated of even date
herewith (as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement"),
and other agreements, documents and instruments referred to therein or at any
time executed and/or delivered in connection therewith or related thereto,
including, but not limited to, this letter agreement (all of the foregoing,
together with the Loan Agreement, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements"). All capitalized
terms used herein, unless otherwise defined herein, shall have the meanings
given to such terms in the Loan Agreement.
The Renco Group., Inc., a New York corporation ("Renco Group") has
agreed to make subordinated loans from time to time upon the request of Agent
under certain circumstances as set forth in the letter agreement, dated November
15, 1999, by and among Renco Group, Agent, Co-Agent, Borrower and Guarantor (as
the same is amended hereby and may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Subordinated Loan
Letter").
Renco Group is agreeing to provide cash collateral to Agent in order to
induce Lenders to make certain additional loans available to Borrower. Renco
Group and Borrower have requested that Agent, Co-Agent and Lenders agree to
amend the Subordinated Loan Letter in order to reduce the obligations of Renco
Group thereunder to reflect the amount of cash collateral which may from time to
time be provided by Renco Group to Agent. Agent, Co-Agent and Lenders are
willing to agree to such amendment, subject to the terms and conditions
contained herein.
In consideration of the foregoing and the other terms and conditions
contained herein and in the other Financing Agreements, the parties hereto agree
as follows:
1. Each of the references to the figure "$6,000,000" in Section 1 of
the Subordinated Loan Letter are hereby deleted and each such reference is
hereby replaced with the following: "the amount equal to $6,000,000 minus the
amount of Renco Group Cash Collateral then in the possession of Agent in
accordance with the terms of the Renco Group Cash Collateral Agreement".
2. Notwithstanding anything to the contrary contained in Section 5 of
the Subordinated Loan Letter, Lender shall not request that Renco Group make any
loans to Borrower pursuant to Section 1 of the Subordinated Loan Letter as a
result of events described in Sections 5(a), 5(b) or 5(c) of the Subordinated
Loan Letter prior to August 1, 2000, EXCEPT THAT in the event that Renco
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Group shall fail to deliver $1,000,000 in Renco Group Cash Collateral to Agent
on the first Business Day of each of April, May, June and July of 2000, the
foregoing shall not apply and Agent may request that Renco Group make such loans
pursuant to the Subordinated Loan Letter.
3. Renco Group and Borrower represent and warrant to Agent and Lenders
that: (a) the execution, delivery and performance of this amendment to the
Subordinated Loan Letter is within the corporate powers of Renco Group and
Borrower, has been duly authorized by all necessary corporate action of Renco
Group and Borrower, and does not contravene any law, any provisions of the
certificate of incorporation or the by-laws of Renco Group and Borrower or any
agreement to which either of Renco Group or Borrower is a party or by which it
or its properties are bound, and (b) this letter agreement constitutes the
legal, valid and binding obligations of Renco Group and Borrower, enforceable in
accordance with its terms.
4. The rights and obligations hereunder of each of the parties hereto
shall be governed by and interpreted and determined in accordance within the
laws of the State of New York (without giving effect to principles of conflict
of law).
5. This letter agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns. All references to any party hereto shall be deemed to include such
party and its successors and assigns.
6. This letter agreement may be executed in any number of counterparts,
but all of such counterparts shall together constitute but one and the same
agreement. In making proof of this agreement it shall not be necessary to
produce or to account for more than one counterpart thereof signed by each of
the parties hereto.
Upon the execution of this amendment to the Subordinated Loan Letter by
Agent, this amendment shall become a binding agreement by and among Renco Group,
Borrower and Agent.
Very truly yours,
THE RENCO GROUP, INC.
By: /s/ Xxxxx Xxx
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Title: /s/ Vice President
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AGREED:
CONGRESS FINANCIAL CORPORATION,
as Agent
By: /s/ Xxxxxx Xxxxxx
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Title: /s/ First Vice President
------------------------
THE CIT GROUP/BUSINESS CREDIT, INC.,
as Co-Agent
By: /s/ Xxxxxxxxxxx Xxxx
---------------------
Title: /s/ Vice President
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ACKNOWLEDGED AND AGREED:
LODESTAR ENERGY, INC. LODESTAR HOLDINGS, INC.
By: /s/ Xxxxx Xxx By: /s/ Xxxxx Xxx
-------------- ---------------
Title: /s/ Vice President Title: /s/ Vice President
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