EXHIBIT 4.13
AMENDMENT NO. 1 TO SECURITY AGREEMENT
This AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of
February 7, 2003 (this "Amendment"), is made by REPUBLIC ENGINEERED PRODUCTS LLC
("Republic"), a Delaware limited liability company, REPUBLIC ENGINEERED PRODUCTS
HOLDINGS LLC, a Delaware limited liability company ("Republic Holdings"), N&T
RAILWAY COMPANY LLC, a Delaware limited liability company, and LASALLE BANK
NATIONAL ASSOCIATION, as trustee and collateral agent pursuant to the Indenture,
dated as of August 16, 2002, among Republic and Blue Steel Capital Corp., a
Delaware corporation, as Issuers, Blue Bar, L.P., a Delaware limited
partnership, and N&T Railway Company LLC, a Delaware limited liability company,
as Guarantors, LaSalle Bank National Association, a national banking
association, in its capacity as Trustee and in its capacity as Collateral Agent
(the "Indenture"), as pledgee, assignee and secured party (in such capacity and
together with any successors and assigns in such capacities, the "Collateral
Agent"). Capitalized terms used herein but not otherwise defined shall have the
meanings assigned to such terms in the Indenture.
RECITALS:
A. The Issuers, Guarantors and Trustee entered into a certain
Security Agreement, dated as of August 16, 2002 (the "Security Agreement"), in
connection with the issuance of the Notes under the Indenture.
B. Blue Bar, L.P. will merge with and into Republic Holdings,
with Republic Holdings as the surviving entity (the "Merger").
C. As a result of the Merger, Republic Holdings will be the
successor to the rights and obligations of Blue Bar, L.P. under the Security
Agreement by operation of law.
D. This Amendment is being entered into by the parties hereto
in accordance with Section 9.1 of the Indenture solely to clarify that the
Merger may be effected without providing thirty (30) days' prior written notice
to the Collateral Agent pursuant to Section 6(d) of the Security Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
SECTION 1. Amendments. Section 6(d) of the Security Agreement is hereby
amended by inserting at the end of such subsection the following words:
"Notwithstanding the foregoing, the merger of Blue Bar, L.P. with and into
Republic Engineered Products Holdings LLC, a Delaware limited liability company,
shall not require the Pledgors to deliver written notice to the Collateral Agent
thirty (30) days prior to such merger in accordance with this Section 6(d);
provided that Republic Engineered Products Holdings LLC shall prepare and, at
the direction of the Collateral Agent, within one (1) Business Day after the
effectiveness of such merger file with
the Secretary of State of the State of Delaware a UCC-3 Financing Statement to
change the name of the debtor on the UCC financing statement previously filed in
connection with the perfection of the security interest granted hereunder from
Blue Bar, L.P. to Republic Engineered Products Holdings LLC."
SECTION 2. Ratification of Security Agreement. Except as amended
hereby, the Security Agreement is in all respects ratified and confirmed and all
its terms shall remain in full force and effect. This Amendment shall form a
part of the Security Agreement for all purposes, and every holder of Notes
heretofore or hereafter authenticated shall be bound hereby.
SECTION 3. GOVERNING LAW; TERMS. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PROPERTY
ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
SECTION 4. Successors. All agreements of Republic, the Guarantors and
the Collateral Agent in this Amendment and the Security Agreement shall bind
their respective successors and assigns.
SECTION 5. Multiple Counterparts. The parties may sign multiple
counterparts of this Amendment. Each signed counterpart shall be deemed an
original, but all of them together shall represent the same agreement.
SECTION 6. Effective Date of this First Amendment. This Amendment shall
be effective at such date and time that the Merger is effective.
SECTION 7. Trustee Disclaimer. The Collateral Agent accepts the
amendment of the Security Agreement effected by this Amendment and agrees to
execute the Amendment, but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee and Collateral Agent. Without
limiting the generality of the foregoing, the Collateral Agent shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by Republic, or for or with respect to (i) the validity, efficacy, or
sufficiency of this Amendment or any of the terms or provisions hereof, (ii) the
proper authorization hereof by Republic by corporate action or otherwise, or
(iii) the due execution hereof by Republic, and the Collateral Agent makes no
representation with respect to any such matters.
SECTION 8. Severability Clause. In case of any clause of this Amendment
shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
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SECTION 9. Effect of Headings. The section headings herein are for
convenience only and shall not effect the construction thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date first
above written.
REPUBLIC ENGINEERED PRODUCTS LLC,
as Pledgor
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
and President
REPUBLIC ENGINEERED PRODUCTS HOLDINGS LLC,
as Pledgor
By: Blue Bar Holdings, L.P.,
as Sole Member and Manager
By: Blue Steel Corporation
as Sole General Partner
By: /s/ Xxxxxxx Xxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxx
Title: Treasurer and Secretary
N&T RAILWAY COMPANY LLC,
as Pledgor
By: REPUBLIC ENGINEERED PRODUCTS LLC
Its Sole Member
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
BLUE STEEL CAPITAL CORP.,
as Pledgor
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
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LASALLE BANK NATIONAL ASSOCIATION,
as Collateral Agent
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: First Vice President
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