EXHIBIT 10.7
FIFTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT is made and entered into as
of March 22, 2002 (this "Amendment") among (a) CALIFORNIA STEEL INDUSTRIES,
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INC., a Delaware corporation (the "Borrower"), (b) THE BANKS, (c) BANK OF
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AMERICA, N.A., as loan and collateral agent for the Banks (in such capacity,
hereinafter the "Loan and Collateral Agent"), and (d) BANK OF AMERICA, N.A., as
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documentation and letter of credit agent for the Banks (in such capacity,
hereinafter the "Letter of Credit Agent"). Capitalized terms used but not
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defined in this Amendment shall have the same meanings to such terms in the
Credit Agreement defined below.
WHEREAS, the Borrower, the Banks, the Loan and Collateral Agent, the Letter of
Credit Agent and the Arrangers have entered into that certain Revolving Credit
Agreement, dated as of March 10, 1999 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Credit Agreement")
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pursuant to which the Banks have extended credit to the Borrower on the terms
set forth therein;
WHEREAS, the Borrower has requested that the Banks amend the Credit Agreement
upon the terms and subject to the conditions contained herein; and
WHEREAS, the Banks have agreed to amend the Credit Agreement upon the terms
and subject to the conditions contained herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Amendment to the Credit Agreement. Subject to satisfaction of the
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condition set forth in (S)3 below and effective as of the Effective Date, the
Borrower, the Loan and Collateral Agent, the Letter of Credit Agent and the
Banks hereby agree that the Credit Agreement is hereby amended as follows:
(a) Section 9.1 of the Credit Agreement is hereby amended by adding there
to the following additional (S)9.1(i):
"(i) Indebtedness in respect of Derivative Contracts designed to
protect the Borrower or any of its Subsidiaries against fluctuations in
electricity and natural gas prices provided that the aggregate outstanding
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amount of Indebtedness permitted pursuant to this (S)9.1(i) shall not
exceed $10,000,000 at any time, exclusive of any such Derivative Contracts
existing on or prior to March 11, 2002."
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(b) Section 9.2 of the Credit Agreement is hereby amended by (i) deleting
the word "and" at the end of (S)9.2(j) therein, (ii) adding the word "and" to
the end of (S)9.2(k) therein and (iii) adding thereto the following additional
(S)9.2(l):
"(l) liens on inventory and Accounts Receivables up to an aggregate
amount of $7,000,000, which are pledged to secure Indebtedness permitted
by (S)9.1(i) and which are subordinated to all liens securing the
Obligations, on terms and conditions satisfactory to the Collateral
Agent."
2. Representations and Warranties. The Borrower hereby represents and
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warrants to each of the Banks, the Loan and Collateral Agent and the Letter of
Credit Agent as follows:
(a) Representations and Warranties in Credit Agreement. Each of the
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representations and warranties of the Borrower contained in the Credit
Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with the Credit Agreement (i) were true and
correct when made and (ii) after giving effect to this Amendment, continue to
be true and correct on the date hereof (except to the extent of changes
resulting from transactions contemplated or permitted by the Credit Agreement
and the other Loan Documents, as amended hereby, and changes occurring in the
ordinary course of business that singly or in the aggregate are not materially
adverse, and to the extent that such representations and warranties relate
expressly to an earlier date).
(b) Authority. The execution and delivery by the Borrower of this
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Amendment and the performance by the Borrower of its agreements and
obligations under this Amendment (i) are within its corporate authority (ii)
have been duly authorized by all necessary proceedings, (iii) do not and will
not conflict with or result in any breach or contravention or any provision of
law, statute, rule or regulation to which the Borrower is subject or any
judgment, order, writ, injunction, license or permit applicable to the
Borrower so as to materially adversely affect the assets, business or any
activity of the Borrower, (iv) to not conflict with any provision of the
corporate charter or bylaws of the Borrower or any agreement or other
instrument binding upon them, (v) require any waivers, consents or approvals
by any of its creditors which have not been obtained, or (vi) require any
approval which has not been obtained.
(c) Enforceability of Obligations. This Amendment and the Credit
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Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance
with their respective terms, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to
or affecting generally the enforcement of creditors' rights and except to the
extent that availability of the remedy of specific performance or injunctive
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relief is subject to the discretion of the court before which any proceeding
therefor may be brought.
3. Condition to Effectiveness. This Amendment shall become effective as of
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the date hereof subject to satisfaction of each of the following condition
precedent (the "Effective Date"):
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Execution and Delivery of Amendment. This Amendment shall have been
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executed and delivered to the Loan and Collateral Agent by each of the
Borrower, the Majority Banks and the Agents.
4. Affirmation and Acknowledgment of the Borrower. The Borrower hereby
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ratifies and confirms all of its Obligations to the Banks and the Borrower
hereby affirms its absolute and unconditional promise to pay to the Banks the
Revolving Credit Loans and all other amounts due under the Credit Agreement, as
amended hereby.
5. Miscellaneous Provisions. From and after the date hereof, this Amendment
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shall be deemed a Loan Document for all purposes of the Credit Agreement and the
other Loan Documents and each reference to Loan Documents in the Credit
Agreement and the other Loan Documents shall be deemed to include this
Amendment. Any breach by the Borrower of the covenants and obligations of the
Borrower contained herein shall be an immediate Event of Default. Except as
expressly provided herein, this Amendment shall not, by implication or
otherwise, limit, impair, constitute a waiver of or otherwise affect any rights
or remedies of the Loan and Collateral Agent or the Banks under the Credit
Agreement or the other Loan Documents, nor alter, modify, amend or in any way
affect any of the obligations or covenants contained in the Credit Agreement or
any of the other Loan Documents, all of which are ratified and confirmed in all
respects and shall continue in full force and effect. This Amendment may be
executed in any number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment. In making proof
of this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.
6. Applicable Law. THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT
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UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a
sealed instrument as of the date first set forth above.
CALIFORNIA STEEL INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President and CEO
BANK OF AMERICA, N.A.,
as Loan and Collateral Agent
By: /s/ ▇▇▇ ▇▇▇▇
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.,
as a Bank and Letter of Credit Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, N.A.
By: /s/
Name:
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Deputy General Manager
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THE INDUSTRIAL BANK OF
JAPAN, LIMITED.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Manager
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