1
EXHIBIT 10.1a(1)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of May 4, 1998, 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 (Amended and Restated) 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
(Amended and Restated), dated as of June 30, 1994 and amended and restated
as of June 30, 1997 (as so amended and restated, 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;
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. (a) Section 6.03 of the Original Agreement
is hereby amended by deleting the word "and" appearing at the end of
paragraph (g) thereof, by replacing the period at the end of paragraph (h)
thereof with "; and", and by adding at the end thereof, as a new paragraph
(i), the following:
(i) Indebtedness of IDI (x) pursuant to, or otherwise
permitted under Section 6.03 of, the Credit Agreement, dated as
of December 31, 1997, among IDI, the Lenders party thereto and
Mellon Bank, N. A., as agent, as the same may be amended or
modified from time to time, (y) pursuant to lending
arrangements with General Electric Capital Corporation or
another lender arranged by American Electric Power Company in
2
a principal amount not exceeding $6,500,000 and (z) to the Borrower
in a principal amount not exceeding $75,000,000.
(b) Section 6.05(g) of the Original Agreement is hereby amended to
read in its entirety as follows:
(g) An equity investment in IDI in an aggregate amount
of $30,000,000, to be made prior to the funding of indebtedness
of IDI pursuant to its Credit Agreement referred to in Section
6.03(i) and additional investments in IDI, not to exceed
$75,000,0000 in the aggregate, which may be either equity
investments or loans (which loans may be subordinated to other
Indebtedness of IDI) and which shall include any extraordinary
legal costs paid by SDI for the benefit of IDI under the
Administration Agreement between SDI and IDI.
(c) Section 6.10 of the Original Agreement is here amended by
deleting the word "and" at the end of paragraph (b) thereof, by replacing
the period at the end of paragraph (c) thereof with "; and" and by adding
at the end thereof a new paragraph (d) to read as follows:
(d) The Borrower may transfer to IDI a tract of real
property, constituting a portion not exceeding approximately
seventy-five acres of the Borrower's premises in Xxxxxx,
Indiana, together with easements, rights of way and other
property rights over the remainder of such premises, which the
Borrower deems appropriate for the construction and operation
of IDI's iron making facilities.
(d) Section 6.12(c) of the Original Agreement is hereby amended to
read in its entirety as follows:
(c) The Borrower may enter into with IDI, and perform,
the Tax Sharing Agreement dated as of December 31, 1996, the
Administration Agreement dated on or about May 4, 1998 and the
Offtake Agreement dated on or about May 4, 1998 and, so long as
IDI is a wholly-owned Subsidiary of the Borrower, the Borrower
may enter into such other transactions (not prohibited by other
provisions of this Agreement) with, or for the benefit of, IDI
as the Borrower deems necessary or desirable for the interests
of the Borrower; and
-2-
3
(e) Section 6.15 of the Original Agreement is hereby amended by
replacing the period at the end of paragraph (b) thereof with "; and" and
by adding at the end thereof a new paragraph (c) to read as follows:
(c) Restrictions applicable to IDI pursuant to IDI's
Credit Agreement referred to in Section 6.03(i) hereof or
pursuant to documentation governing the Indebtedness of IDI
referred to in clause (y) or Section 6.03(i) hereof.
Section 2. Consents and Directions to Agent. By execution of this
First Amendment, the Lenders hereby (i) consent to the release from the
Mortgage of the real property and interests therein to be transferred by
the Borrower to IDI as contemplated by the amendment made by Section 1(c)
of this First Amendment (it being understood that easements and other
rights in real property being retained by the Borrower will remain subject
to the Mortgage); (ii) consent to the release of the IDI Guaranty and the
IDI Security Agreement; and (iii) authorize and direct the Agent to execute
and deliver the releases referred to in the foregoing clauses (i) and
(ii).
Section 3. Miscellaneous. (a) This First Amendment shall become
effective 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.
-3-
4
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/ Xxxxx X. Xxxxxxxxxxxx
----------------------------
Title:
MELLON BANK, N.A., as Lender
and as Agent
By /s/
----------------------------
Title:
KREDITANSTALT FUR WIEDERAUFBAU
By /s/
----------------------------
Title:
BANQUE NATIONALE DE PARIS
By /s/
----------------------------
Title:
COMERICA BANK
By /s/
----------------------------
Title:
-4-
5
NBD BANK, N.A.
By /s/
----------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/
----------------------------
Title:
BANK AUSTRIA AKTIENGESELLSCHAFT
By /s/
----------------------------
Title:
By /s/
----------------------------
Title:
THE CHASE MANHATTAN BANK
By /s/
----------------------------
Title:
XXXXXX TRUST AND SAVINGS BANK
By /s/
----------------------------
Title:
-5-
6
NATIONAL CITY BANK, INDIANA
By /s/
----------------------------
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/
----------------------------
Title:
By /s/
----------------------------
Title:
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By /s/
----------------------------
Title:
NORTHERN TRUST COMPANY
By /s/
----------------------------
Title:
FORT XXXXX NATIONAL BANK
By /s/
----------------------------
Title:
-6-
7
ENRON CAPITAL & TRADE RESOURCES
CORP.
By /s/
----------------------------
Title:
FIRST UNION NATIONAL BANK
By /s/
----------------------------
Title:
THE HUNTINGTON NATIONAL BANK
By /s/
----------------------------
Title:
-7-
