EXHIBIT 10.3
AMENDMENT NO. 2 TO
SUBORDINATED LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2 TO SUBORDINATED LOAN AND SECURITY AGREEMENT dated as of
July 12, 2002 among ROUGE STEEL COMPANY, a Delaware corporation (the
"BORROWER"), ROUGE INDUSTRIES INC., a Delaware corporation ("RII"), QS STEEL
INC., a Michigan corporation ("QS") and EVELETH TACONITE COMPANY, a Minnesota
corporation ("EVELETH", and together with RII and QS, the "GUARANTORS") and FORD
MOTOR COMPANY, a Delaware corporation (the "LENDER").
W I T N E S S E T H :
WHEREAS, the Borrower, the Guarantors and the Lender have heretofore
entered into a Subordinated Loan and Security Agreement dated as of November 21,
2001, as amended on March 8, 2002 ( the "AGREEMENT"); and
WHEREAS, the Lender has agreed to amend the Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement (as amended hereby).
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended hereby.
SECTION 2. Amendments to the Agreement. The Agreement is hereby amended
as follows:
(a) Clause (a) of Article 17 is amended by deleting the definition of
"Intercreditor Agreement" in its entirety and inserting the following
immediately before the definition of "Business Day":
"AMENDED INTERCREDITOR AGREEMENT" means the Amended and Restated
Intercreditor Agreement dated as of July 12, 2002 by and among the Agent under
the Incorporated Agreement, Cleveland-Cliffs Inc, an Ohio corporation, The
Cleveland-Cliffs Iron Company, an Ohio corporation, and the Lender.
(b) Each reference to "Intercreditor Agreement" appearing in the
Agreement shall be deleted and replaced with "Amended Intercreditor Agreement".
SECTION 3. Incorporated Provisions. (a) Pursuant to Article 8 of the
Agreement, the Lender hereby acknowledges and agrees to the amendments and
modifications to the Incorporated Provisions set forth in Amendment No. 2 to the
Incorporated Agreement dated as of the date hereof among the Borrower, the
Guarantors and the Agent under the Incorporated Agreement; provided, however,
that Sections 9.8(l), 9.9(i)(iii) and 9.10(o) of the Incorporated Agreement
shall be incorporated into the Agreement as amended pursuant to this Section 3.
(b) Section 9.8(l) of the Incorporated Agreement is hereby amended by
deleting the proviso thereto.
(c) Section 9.9(i)(iii) of the Incorporated Agreement is hereby amended
by deleting such clause in its entirety and replacing it with the following:
"(iii) such Indebtedness shall be subject to the
terms of the Amended Intercreditor Agreement,"
(d) Section 9.10(o) of the Incorporated Agreement is hereby amended by
deleting the proviso thereto.
SECTION 4. Representations and Warranties of the Company. The Borrower
represents and warrants that as of the date hereof and after giving effect to
the transactions contemplated by this Amendment:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement is true and correct, in all material respects (except to the
extent that such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are
true and correct, in all material respects, on and as of such earlier
date).
SECTION 5. Effectiveness. This Amendment shall become effective as of
the date when the Lender shall have received duly executed counterparts hereof
signed by the Borrower and each Guarantor.
SECTION 6. Effect of Amendments and Consents. Except as expressly set
forth herein, the amendments and consents contained herein shall not constitute
a waiver or amendment of any term or condition of the Agreement or any other
Financing Agreement, and all such terms and conditions shall remain in full
force and effect and are hereby ratified and confirmed in all respects.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, and such counterparts taken together shall constitute one and the
same instrument. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
ROUGE STEEL COMPANY
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: Vice Chairman and
Chief Financial Officer
ROUGE INDUSTRIES INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: Vice Chairman and
Chief Financial Officer
QS STEEL INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: President
EVELETH TACONITE COMPANY
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
Title: President
FORD MOTOR COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Assistant Treasurer
