Exhibit 4(e)
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of June
5, 1997 among BETHLEHEM STEEL FUNDING, LLC, BETHLEHEM STEEL CREDIT AFFILIATE
ONE, INC., BETHLEHEM STEEL CREDIT AFFILIATE TWO, INC., BETHLEHEM STEEL
CORPORATION, as Servicer, the financial institutions listed on the signature
pages hereof, as Buyers and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent and Structuring and Collateral Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Receivables
Purchase Agreement (the "Agreement") dated as of September 12, 1995, and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
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defined herein, each capitalized term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. 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 effective date
hereof refer to the Agreement as amended and restated hereby.
SECTION 2. Amendments to Definitions. Section 1.1 of the Agreement
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is amended as follows:
(a) The definition of "Business Day" is amended by deleting the
reference to "Wilmington, Delaware".
(b) The definition of "Collateral Agent" is amended by replacing "X.X.
Xxxxxx Delaware" with "Xxxxxx Guaranty".
(c) The definition of "Commitment Fee" is amended by replacing
".1875%" with ".15%".
(d) The definition of "Euro-Dollar Rate" is amended by replacing
".50%" in each place where it appears with ".375%".
(e) The definition of "Expiry Date" is amended by replacing "September
12, 2000" with the date "September 12, 2002".
(f) The definition of "Fixed CD Rate" is amended by replacing ".625%"
in each place where it appears with ".50%".
(g) The definition of "Receivables Information Memorandum" is amended
by replacing "July 1995" with "May 1997".
(h) Each reference to "Chemical Bank" in the definitions "CD Reference
Banks", "Euro-Dollar Reference Banks" and "L/C Issuing Bank" is changed to "The
Chase Manhattan Bank".
SECTION 3. Amendment of Section 2.9 of the Agreement. Section 2.9(g)
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of the Agreement is amended by replacing "1/2 of 1%" with ".375%".
SECTION 4. Amendment of Section 5.10 of the Agreement. Section 5.10
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of the Agreement is amended by replacing "Closing Date" with "June 5, 1997".
SECTION 5. Amendment of Section 9.2 of the Agreement. Section 9.2 of
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the Agreement is amended by deleting the references to "X.X. Xxxxxx Delaware".
SECTION 6. Changes in Commitments. With effect from and including
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the date this Amendment and Restatement becomes effective in accordance with
Section 9, (i) the Person listed on the signature pages hereof which is not a
party to the Agreement (the "New Buyer") shall become a Buyer party to the
Agreement and (ii) the Commitment of each Buyer shall be the amount set forth
opposite the name of such Buyer on the signature pages hereof. Any Buyer whose
Commitment is changed to zero shall upon such effectiveness cease to be a Buyer
party to the Agreement, and all accrued fees and other amounts (other than such
Buyer's interest in the Aggregate Net Investment) payable under the Agreement
for the account of such Buyer shall be due and payable on such date; provided
that the provisions of Sections 10.3, 10.4 and 11.3 of the Agreement shall
continue to inure to the benefit of each such Buyer, provided further that such
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Bank shall continue to be bound by Section 11.7 of the Agreement with respect
to
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information provided to it prior to such date. If any Tranches are outstanding
on such date and, as a result of changes in the Commitments of the Banks, the
interests in such Tranches are not held by the continuing Banks ratably in
proportion to their Commitments, such Tranches shall continue to be held on a
non-pro rata basis until the next Yield Accrual Period therefor starts, at
which time the Banks shall, as appropriate, buy and sell the interests in such
Tranches such that, after giving effect to such purchases, the interests in
such Tranches are held ratably.
SECTION 7. Representations and Warranties. BSF hereby represents and
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warrants that as of the effective date hereof (after giving effect hereto):
(a) no Termination Event or Potential Termination Event has occurred
and is continuing; and
(b) each representation and warranty of BSF set forth in the Agreement
after giving effect to this Amendment and Restatement is true and correct.
SECTION 8. Governing Law. This Amendment and Restatement shall be
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governed by and construed in accordance with the laws of the State of New York.
SECTION 9. Counterparts; Effectiveness. This Amendment and
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Restatement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Amendment and Restatement shall become
effective as of the date hereof if each of the following condition sshall
have been satisfied:
(i) receipt by the Administrative Agent of duly executed
counterparts hereof signed by each of the parties hereto (or, in the
case of any party as to which an executed counterpart shall not have
been received, the Administrative Agent shall have received
telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party);
(ii) the Administrative Agent shall have received for the
several accounts of the Buyers fees equal to (w) .225% of such
Buyer's Commitment, if such Buyer's initial commitment for this
facility and under the Amendment and Restatement of the Inventory
Credit Agreement (the "facilities") was at least $75,000,000, (x)
.1875% of such Buyer's Commitment, if such Buyer's initial commitment
for the facilities was at least $50,000,000 but less than
$75,000,000, (y) .15% of such Buyer's initial Commitment, if such
Buyer's initial commitment for the facilities was at least
$25,000,000 but less than $50,000,000, and (z) .125% of such
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Buyer's Commitment, if such Buyer's initial commitment for the
facilities was at least $15,000,000 but less than $25,000,000;
(iii) BSF shall have paid any fees and expenses of S&P in
connection with the rating of the Buyers' Certificates;
(iv) an amendment to the Purchase and Sale Agreement in the form
of Annex I hereto shall have been executed; and
(v) the Amendment and Restatement dated as of June 5, 1997 of
the Inventory Credit Agreement shall have become effective.
The Administrative Agent shall promptly notify the parties hereto of
the effectiveness of this Amendment and Restatement, and such notice shall be
conclusive and binding on all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
BETHLEHEM STEEL FUNDING, LLC
By
-----------------------------
Authorized Agent
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: X.X. Xxxxxxxx,
Authorized Agent
BETHLEHEM STEEL CREDIT
AFFILIATE ONE, INC.
By
---------------------------
Title:
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: X.X. Xxxxxxxx,
President
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BETHLEHEM STEEL CREDIT
AFFILIATE TWO, INC.
By
---------------------------
Title:
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: X.X. Xxxxxxxx,
President
BETHLEHEM STEEL CORPORATION, as
Servicer
By
--------------------------
Title:
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx,
Assistant Treasurer
6
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent, Structuring and
Collateral Agent and L/C Issuing Bank
By
--------------------------
Title:
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxx X. Xxxx
THE CHASE MANHATTAN BANK,
as L/C Issuing Bank
By
--------------------------
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., as L/C Issuing
Bank
By
--------------------------
Title:
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LENDERS:
Commitment: $50,428,571.42 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By
--------------------------
Title:
Commitment: $38,857,142.86 THE CHASE MANHATTAN BANK,
By
--------------------------
Title:
Commitment: $38,857,142.86 THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By
--------------------------
Title:
Commitment: $24,000,000.00 THE BANK OF NEW YORK
By
--------------------------
Title:
Commitment: $24,000,000.00 NATIONSBANK, N.A. (CAROLINAS)
By
--------------------------
Title:
8
Commitment: $24,000,000.00 CORESTATES BANK, N.A.
By
--------------------------
Title:
Commitment: $21,000,000.00 BANK OF AMERICA NT & SA
By
--------------------------
Title:
Commitment: $21,142,857.14 THE FIRST NATIONAL BANK
OF CHICAGO
By
--------------------------
Title:
Commitment: $12,000,000.00 THE FUJI BANK, LIMITED
By
--------------------------
Title:
Commitment: $12,000,000.00 THE INDUSTRIAL BANK OF
JAPAN, INC.
By
--------------------------
Title:
9
Commitment: $12,000,000.00 THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By
--------------------------
Title:
Commitment: $11,428,571.43 BANK AUSTRIA
AKTIENGESELLSCHAFT
By
--------------------------
Title:
By
--------------------------
Title:
Commitment: $10,285,714.29 SUMMIT BANK
By
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Title:
TOTAL
COMMITMENTS: $300,000,000
