Re: Commitment Increase; Amendment to Annex 1 to Amended and Restated Credit Agreement
Exhibit 99.6
June 27, 2008
Gerdau Ameristeel US Inc.
and the other Borrowers referred to below
0000 Xxxx Xxx Xxxxx Xxxxxxxxx
Xxxxx 000 Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
and the other Borrowers referred to below
0000 Xxxx Xxx Xxxxx Xxxxxxxxx
Xxxxx 000 Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
| Re: | Commitment Increase; Amendment to Annex 1 to Amended and Restated Credit Agreement |
Ladies and Gentlemen:
We refer to that certain Amended and Restated Credit Agreement dated as of October 28, 2005
(as amended, restated, supplemented or otherwise modified at any time, the “Credit Agreement”),
among Gerdau Ameristeel Corporation, a corporation under the Canada Business Corporations Act (and
the surviving legal entity of the amalgamation of Gerdau Ameristeel Corporation and Gerdau
Ameristeel MRM Special Sections Inc.)(the “Canadian Borrower”), GUSAP Partners, a Delaware general
partnership (“GUSAP”), PASUG LLC, a Delaware limited liability company (“PASUG”), Gerdau
Ameristeel Sayreville Inc., a Delaware corporation (“Sayreville”), Gerdau Ameristeel Perth Amboy
Inc., a New Jersey corporation (“Perth Amboy”), Gerdau Ameristeel US Inc., a Florida corporation
(“Ameristeel US”), MFT Acquisition, Corp., a Delaware corporation (“MFT”), Sheffield Steel
Corporation, a Delaware corporation (“Sheffield”), Chaparral Steel Company, a Delaware corporation
(“Chaparral”), Chaparral Steel Texas, LLC, a Delaware limited liability company (“Chaparral
Texas”), Chaparral (Virginia) Inc., a Delaware corporation (“Chaparral Virginia”), American
Materials Transport, Inc., a Delaware corporation (“AMT”), Chaparral Steel Midlothian, LP, a
Delaware limited partnership (“Chaparral Midlothian”), and Enco Materials, Inc., a Tennessee
corporation (“Enco” and, together with GUSAP, PASUG, Sayreville, Perth Amboy, Ameristeel US, MFT,
Sheffield, Chaparral, Chaparral Texas, Chaparral Virginia, AMT, Chaparral Midlothian, the “US
Borrowers”; the US Borrowers and the Canadian Borrower are referred to herein collectively as the
“Borrowers” and each individually as a “Borrower”), Bank of America, N.A., as the Administrative
Agent, Bank of America, N.A. (acting through its Canada branch), as the Canadian Administrative
Agent, each of the Lenders party to the Credit Agreement, and the various other parties identified
in the Credit Agreement. Each capitalized term used herein and not otherwise defined herein shall
have the meaning ascribed to such term in the Credit Agreement.
In accordance with Section 2.1(h) of the Credit Agreement, Borrowers have requested, and
certain of the Lenders and Risk Participants have approved, a Commitment Increase in the aggregate
amount of $300,000,000. In connection with such Commitment Increase, Borrowers and Administrative
Agent desire to (a) amend Annex 1 to the Credit Agreement to reflect such Commitment Increase
pursuant to Section 2.1(h)(ii) of the Credit Agreement; (b) confirm in writing to Lenders and Risk
Participants the final allocation of such Commitment Increase and the Commitment Effective Date
pursuant to Section 2.1(h)(iii) of the Credit Agreement; and (c) provide to Agents and Lenders
certain certifications by Borrowers required to satisfy the condition precedent to such Commitment
Increase set forth in Section 2.1(h)(iv) of the Credit Agreement.
NOW, THEREFORE, for the sum of TEN DOLLARS ($10.00) in hand paid and for other good and
valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged,
the parties hereto, intending to be legally bound hereby, agree that the Credit Agreement shall be
amended,
Gerdau Ameristeel US Inc. and the other Borrowers
June 27, 2008
June 27, 2008
effective as of June 27, 2008 (the “Commitment
Increase Effective Date”), by deleting Annex 1 to the Credit
Agreement in its entirety and by substituting in lieu thereof
Annex 1 attached hereto
and by reference incorporated herein.
By its
signature below, each Borrower (i) represents and warrants to Agents and Lenders that
this letter amendment has been duly authorized, executed and delivered on behalf of such Borrower and
constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower
in accordance with its terms (except that enforcement may be subject
to any applicable
bankruptcy, insolvency reorganization moratorium or similar laws generally affecting the
enforcement of creditors’ rights and subject to the availability of equitable remedies); (ii)
certifies to Agents and Lenders pursuant to Section 2.1(h)(iv) of the
Credit Agreement that, before and after giving effect to the Commitment Increase, (x) each of the
representations and warranties contained in Article 5 of the Credit Agreement is true and correct
in all material respects on and as of the Commitment Increase Effective Date (except to the extent
that any such representation or warranty is stated to relate solely to an earlier date), and (y) no
Default has occurred and is continuing; (iii) consents to
Administrative Agent’s delivery of a
copy of this letter amendment to the Credit Agreement to Lenders and Risk Participants as written
confirmation of the final allocation of the Commitment Increase and the Commitment Effective Date
pursuant to Section 2.1(h)(iii) of the Credit Agreement; (iv) covenants to, at any time and from
time to time, upon the written request of Administrative Agent, execute and deliver such further
documents and do such further acts and things as Administrative Agent may reasonably request in
order to effect the purposes of this letter amendment; and (v) agrees that, except as otherwise
expressly provided in this letter amendment, nothing herein shall be deemed to waive, release,
amend or modify any provision of the Credit Agreement or any of the other Financing Document, each
of which shall remain in full force and effect, and that nothing contained herein is intended to
be, nor shall be construed to create, a novation or an accord and satisfaction.
If
this letter amendment is acceptable to Borrowers, please evidence Borrowers’ agreement with
the terms hereof by executing and returning a copy of this letter amendment to Administrative
Agent. This letter amendment shall be effective upon the receipt by Administrative Agent of one or
more duly executed and delivered counterparts of this letter amendment from each Borrower. This
letter amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an
original but all of which shall together constitute one and the same instrument. Delivery of a
manually executed counterpart of this letter amendment by telefacsimile or electronic mail
transmission shall be equally effective as delivery of an original executed counterpart of this
letter amendment.
| Very truly yours, BANK OF AMERICAN, N.A., as Administrative Agent on behalf of each Lender providing, and each Risk Participant acquiring an Applicable Risk Participation in, all or any part of the Commitment Increase |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
Gerdau
Ameristeel US Inc. and the other Borrowers
June 27, 2008
June 27, 2008
| Acknowledged and Agreed: “BORROWERS”: GERDAU AMERISTEEL CORPORATION |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President, General Counsel and Corporate Secretary | |||
| GUSAP PARTNERS, by its partners: GERDAU AMERISTEEL CORPORATION |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President, General Counsel and Corporate Secretary |
|||
| and 3228568 NOVA SCOTIA COMPANY |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| PASUG LLC |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| GERDAU AMERISTEEL SAYREVILLE INC. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| GERDAU AMERISTEEL PERTH AMBOY INC. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| GERDAU AMERISTEEL US INC. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
Gerdau
Ameristeel US Inc. and the other Borrowers
June 27, 2008
June 27, 2008
| MFT ACQUISITION, CORP. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| SHEFFIELD STEEL CORPORATION |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| CHAPARRAL STEEL COMPANY |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
Gerdau Ameristeel US Inc. and the other Borrowers
June 27, 0000
June 27, 0000
| XXXXXXXXX XXXXX XXXXX, LLC |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| CHAPARRAL (VIRGINIA) INC. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| AMERICAN MATERIALS TRANSPORT, INC. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| CHAPARRAL STEEL MIDLOTHIAN, LP |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
| ENCO MATERIALS, INC. |
||||
| By: | Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | VP, General Counsel and Secretary | |||
ANNEX I
| Canadian | ||||||||||||
| US Revolving | Revolving Credit | Total Revolving Credit | ||||||||||
| Lender | Credit Commitment | Commitment | Commitments | |||||||||
Bank of America, N.A. (acting through its Canada branch) |
$ | 112,216,000 | $ | 17,784,000 | $ | 130,000,000 | ||||||
GE Canada Finance Holding Company |
$ | 125,811,400 | $ | 19,938,600 | $ | 145,750,000 | ||||||
JPMorgan Chase Bank, N.A., Toronto Branch |
$ | 77,688,000 | $ | 12,312,000 | $ | 90,000,000 | ||||||
CIT Financial Ltd. |
$ | 60,424,000 | $ | 9,576,000 | $ | 70,000,000 | ||||||
Wachovia Capital Finance Corporation (Canada) |
$ | 48,555,000 | $ | 7,695,000 | $ | 56,250,000 | ||||||
Citibank, N.A., Canadian Branch |
$ | 25,896,000 | $ | 4,104,000 | $ | 30,000,000 | ||||||
Bank of Montreal |
$ | 25,896,000 | $ | 4,104,000 | $ | 30,000,000 | ||||||
HSBC Bank USA, N.A., Toronto Branch |
$ | 51,792,000 | $ | 8,208,000 | $ | 60,000,000 | ||||||
National City Bank (acting through its Canada branch) |
$ | 25,896,000 | $ | 4,104,000 | $ | 30,000,000 | ||||||
Xxxxxxx Xxxxx Capital Canada Inc.1 |
N/A | $ | 3,420,000 | $ | 3,420,000 | |||||||
Comerica Bank, Canadian Branch |
$ | 21,580,000 | $ | 3,420,000 | $ | 25,000,000 | ||||||
The Bank of Nova Scotia |
$ | 34,528,000 | $ | 5,472,000 | $ | 40,000,000 | ||||||
UBS Loan Finance LLC2 |
$ | 25,896,000 | N/A | $ | 25,896,000 | |||||||
UBS AG Canada Branch3 |
N/A | $ | 4,104,000 | $ | 4,104,000 | |||||||
Bank of America, N.A. (acting through its Canada branch), as US Funding Bank |
$ | 183,861,600 | N/A | $ | 183,861,600 | |||||||
Bank of America, N.A. (acting through its Canada branch), as Canadian Funding Bank |
N/A | $ | 25,718,400 | $ | 25,718,400 | |||||||
Total |
$ | 820,040,000 | $ | 129,960,000 | $ | 950,000,000 | ||||||
| 1 | Related Affiliate of ML Capital Corp. | |
| 2 | Related Affiliate of UBS AG Canada Branch | |
| 3 | Related Affiliate of UBS Loan Finance LLC |
Letter Amendment Regarding Commitment Increase (BofA-Gerdau)
US
Risk Participant |
US Risk Participant Commitment | |||
Banco Santander Central Hispano S.A., New York Branch |
$ | 51,792,000 | ||
Xxxxx Fargo Bank, National Association |
$ | 43,160,000 | ||
SunTrust Bank |
$ | 25,896,000 | ||
Calyon New York Branch |
$ | 15,537,600 | ||
UPS Capital Corporation |
$ | 12,948,000 | ||
ML Capital Corp.4 |
$ | 21,580,000 | ||
TD Banknorth, N.A. |
$ | 12,948,000 | ||
Canadian
Risk Participant |
Canadian Risk Participant Commitment | |||
Banco Santander Central Hispano S.A., New York Branch |
$ | 8,208,000 | ||
Xxxxx Fargo Bank, National Association |
$ | 6,840,000 | ||
SunTrust Bank |
$ | 4,104,000 | ||
Calyon New York Branch |
$ | 2,462,400 | ||
UPS Capital Corporation |
$ | 2,052,000 | ||
TD Banknorth, N.A. |
$ | 2,052,000 | ||
US
Swingline Lender |
US Swingline Commitment | |||
Bank of America, N.A. (acting through its Canada branch) |
$ | 25,000,000 | ||
Canadian
Swingline Lender |
Canadian Swingline Commitment | |||
Bank of America, N.A. (acting through its Canada branch) |
$ | 15,000,000 | ||
| 4 | Related Affiliate of Xxxxxxx Xxxxx Capital Canada Inc. |
Letter Amendment Regarding Commitment Increase (BofA-Gerdau)
