EXHIBIT 10.10
[THE CIT GROUP LETTERHEAD]
AMENDMENT AGREEMENT
September 25, 1995
Lone Star Steel Company
0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
Gentlemen:
Reference is made to the Financing Agreement between us dated March 2, 1993, as
amended, (herein the "Financing Agreement"). Capitalized terms used herein and
defined in the Financing Agreement shall have the same meanings as set forth
therein unless otherwise specifically defined herein.
You have requested that we amend certain provisions of the Financing Agreement
and we have agreed to do so, subject to, and in accordance with, all of the
terms, provisions and conditions contained herein.
Pursuant to mutual understanding, effective immediately upon the satisfaction of
the Conditions Precedent (as defined below), the Financing Agreement shall be,
and hereby is, amended as follows:
1. The definitions of "Anniversary Date", "Availability" and "Line of
Credit"as contained in Section 1 of the Financing Agreement shall be, and hereby
are, amended in their entirety to read as follows:
"ANNIVERSARY DATE shall mean March 2, 1999 and March 2 in each year
thereafter. "
"AVAILABILITY shall mean at any time the excess of the sum of a) Eligible
Accounts Receivable multiplied by the Accounts Receivable Advance
Percentage and b) the lesser of i) the Inventory Loan Cap or ii) Eligible
Inventory multiplied by the Inventory Advance Percentage over the sum of x)
the outstanding aggregate
amount of all Obligations of the Company with respect to the outstanding
and unpaid principal balance of Revolving Loans (after giving effect to all
interest, fees and charges actually charged to the Revolving Loan Account
on the respective due dates thereof) and the outstanding and undrawn amount
of Letters of Credit, and y) the Availability Reserve.
"LINE OF CREDIT shall mean the commitment of CITBC to make Revolving Loans
to the Company pursuant to Section 3 hereof and to assist the Company in
opening Letters of Credit pursuant to Section 5 hereof in the aggregate
amount not to exceed $70,000,000, provided that such amount shall be, and
hereby is, automatically (and without any further action by CITBC or the
Company) increased by an amount equal to $2,500,000 on each of March 2,
1996, March 2, 1997 and March 2, 1998 so long as no Default and/or Event of
Default has occurred hereunder (other than a Default or an Event of Default
that has been waived in writing by CITBC or cured to CITBC's
satisfaction)."
2. The following new definitions shall be, and hereby are, added to Section 1
of the Financing Agreement in the proper alphabetical order:
"ACCOUNTS RECEIVABLE ADVANCE PERCENTAGE shall mean eighty-five percent
(85%).
"INVENTORY ADVANCE PERCENTAGE shall mean sixty percent (60%)."
"INVENTORY LOAN CAP shall mean $35,000,000, provided that such amount shall
be, and hereby is, automatically (and without any further action by CITBC
or the Company) increased by an amount equal to $1,000,000 on each of March
2, 1996, March 2, 1997 and March 2, 1998 so long as no Default and/or Event
of Default has occurred hereunder (other than a Default or an Event of
Default that has been waived in writing by CITBC or cured to CITBC's
satisfaction)."
"LIBOR shall mean at any time of determination, and subject to
availability, for each interest period the higher of the applicable London
Interbank Offered Rate paid in London on dollar deposits from other banks
as x) quoted by Chemical Bank, y) published under "Money Rates" in New York
City edition of the Wall Street Journal or if there is no such publication
or statement therein as to Libor then in any publication used in the New
York City financial community or z)
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determined by CITBC based upon information presented on Telerate Systems at
Page 3750 as of 11:00 a.m. (London Time)."
"LIBOR LOAN shall mean those Revolving Loans for which the Company has
elected to use Libor for interest rate computations."
"LIBOR PERIOD shall mean the Libor for one month, two month, three month or
six month U.S. dollar deposits, as selected by the Company."
3. The definition of "Net Worth" as contained in Section 1 of the Financing
Agreement shall be, and hereby is, amended by deleting the words
"notwithstanding any provision to the contrary contained herein, solely with
respect to the period commencing on 1/1/95 through and including 12/31/95, Net
Worth shall be determined by excluding the effect of any preferred stock issued
during such period to evidence a cash contribution to capital", and inserting
the words "notwithstanding any provision to the contrary contained herein,
solely with respect to any period commencing on or after 1/1/95 , Net Worth
shall be determined by excluding the effect of any preferred stock issued during
such period to evidence a cash contribution to capital and any preferred stock
issued as a stock dividend on any preferred stock during such period.
4. Section 3, Paragraph 1 of the Financing Agreement shall be and hereby is,
amended in its entirety to read as follows:
"1. CITBC agrees, subject to the terms and conditions of this Financing
Agreement from time to time, and within x) the Availability and y) the Line
of Credit, but subject to CITBC's right to make "overadvances", to make
loans and advances to the Company on a revolving basis (i.e. subject to the
limitations set forth herein, the Company may borrow, repay and re-borrow
Revolving Loans). Such loans and advances shall be in the amounts up to the
sum of: a) the outstanding Eligible Accounts Receivable of the Company
multiplied by the Accounts Receivable Advance Percentage, plus b) the
aggregate value of Eligible Inventory of the Company determined at the
lower of cost or market as provided by GAAP multiplied by the Inventory
Advance Percentage, provided that advances against Eligible Inventory shall
not in the aggregate at any time exceed the Inventory Loan Cap. All
requests for loans and advances must be received by an officer of CITBC no
later than 1:00 p.m. New York time of the day on which such
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loans and advances are required. Should CITBC for any reason honor requests
for advances in excess of the limitations set forth herein, such advances
shall be considered "overadvances" and shall be made in CITBC's sole
discretion, subject to any additional terms as may be mutually agreed upon
between CITBC and the Company."
5. Section 7, Paragraph 9 of the Financing Agreement shall be, and hereby is,
amended by deleting the entries under the headings "Fiscal Period" and "Net
Worth" for the period "at all times thereafter" and inserting the following in
lieu thereof:
"From 1/1/96 through and including
3/31/96 $104,000,000.00
From 4/1/96 through and including
6/30/96 $104,000,000.00
From 7/1/96 through and including
9/30/96 $104,000,000.00
From 10/1/96 through and including
12/31/96 and at all times thereafter $104,000,000.00"
6. Section 7, Paragraph 11 of the Financing Agreement shall be, and hereby is
amended by adding the following:
"1/1/96 through and including
12/31/96 and during each calendar year
thereafter $25,000,000.00"
7. Section 7, Paragraph 13 of the Financing Agreement shall be, and hereby is,
amended by deleting therefrom the entries under the headings "Fiscal Quarter
Ending" and "Ratio" for the periods after 12/31/95.
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8. Section 7, Paragraph 15 of the Financing Agreement shall be, and hereby is,
amended by the addition thereto at the end thereof of the following four (4)
entries under the heading "Period Ending" and "EBIT".
3/31/96 ($500,000.00) loss
6/30/96 $1,300,000.00
9/30/96 $4,500,000.00
12/31/96 $9,500,000.00"
9. It is understood that the Company will prepare the 1996 Lone Star Steel
Base Operating Plan (the Company's projections prepared for the Company's
performance for the fiscal year ending December 31, 1996), which plan must be
delivered to us no later than December 1, 1995 and be satisfactory to us in our
sole discretion. Based upon such plan the financial covenants for such fiscal
year and thereafter may be revised in a letter agreement to be executed between
you and us. Each of us further agrees to negotiate the revision of such
financial covenants in good faith; however, in the event you and we cannot
mutually agree upon new financial covenants for such fiscal year and thereafter,
the financial covenants in effect as of the date hereof shall continue in full
force and effect unless otherwise amended.
10. Xxxxxxx 0, Xxxxxxxxx 0 xxxxx xx, and hereby is, amended in its entirety to
read as follows:
"1. Interest on the Revolving Loans shall be payable monthly as of the end
of each month and for any such month shall be an amount equal to lesser of
(x) the sum of (a) interest calculated for such month at three-quarters of
one percent (3/4 of 1%) plus the Chemical Bank Rate on a per annum basis on
the average of the net balances owing by the Company to CITBC in the
Company's Revolving Loan Account at the close of each day during such month
on balances other than Libor Loans plus (b) interest on any Libor Loan
calculated for such month at three and one-quarter of one percent (3 1/4%)
plus the Libor that is applicable to such Libor Loan on a per annum basis
on the average.of the net balances owing by the Company to CITBC in the
Company's Revolving Loan Account at the close of each day during such month
on such Libor Loan (and calculated in the same manner separately on each
Libor Loan outstanding for such month, if there is more than one Libor Loan
outstanding such month, with each such calculation of interest on each
Libor Loan aggregated together for purposes of this clause (b) and with the
resulting total to be the interest calculated under this clause (b) for
such month) or (y) interest calculated for such month as under clause (x)
above, except
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that the calculation shall be at the Maximum Legal Rate rather than the
rates indicated therein. The Company may elect to use Libor as to any then
outstanding Revolving Loans provided (A) there is then no Default and/or
Event of Default, (B) the Company has so advised CITBC of its election to
use Libor and the Libor Period selected no later than two (2) Business Days
preceding the first day of a Libor Period and (C) the election and Libor
shall be effective, provided, there is then no Default and/or Event of
Default, on the fourth Business Day following said notice. The Libor
elections must be for $1,000,000 or whole multiples thereof and there shall
be no more than 3 Libor Loans outstanding at one time. If no such election
is timely made or can be made, or if the Libor rate can not be determined,
then CITBC shall use the Chemical Bank Rate to compute interest. The
Company shall pay to CITBC a $500 processing fee on the effective date of
each Libor election hereunder. In the event of any change in said Chemical
Bank Rate, the rate under clause (a) above shall change, as of the first of
the month following any change, so as to remain three quarters of one
percent (3/4 of 1%) above the Chemical Bank Rate. The rates hereunder shall
be calculated based on a 360-day year. CITBC shall be entitled to charge
the Company's Revolving Loan Account at the rate provided for herein when
due until all Obligations have been paid in full."
11. Section 8, Paragraph 2 of the Financing Agreement shall be, and hereby is,
amended in its entirety to read as follows:
"2. Subject to the conditions set forth in this Paragraph 2, the interest
rates set forth in Paragraph 1 shall be subject to increase or decrease
(herein each a "Rate Adjustment") as outlined below:
i)(x) The spread over the Chemical Rate and the Libor may be reduced or
increased in accordance with the grid set forth below from the spread set
forth in Paragraph 1 above (as such spread may be adjusted from time to
time hereunder) based on the Total Outstanding Debt to Adjusted EBITDA
ratio maintained by the Company for any Fiscal Year commencing with the
Fiscal Year ending December 31, 1996 and each Fiscal Year thereafter;
"Total Outstanding Debt" as used herein shall mean, at any date of
determination, the aggregate principal amount of all Indebtedness (other
than contingent obligations) of the Company and its subsidiaries
outstanding on such date, determined on a consolidated basis. "Adjusted
EBITDA" as used herein shall mean, at
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any date of determination, EBITDA plus (x) Capital Expenditures and (y)
dividends paid with respect to Preferred Stock by the Company and its
consolidated subsidiaries for said period.
Total Outstanding Chemical Bank Libor
Debt to Adjusted EBITDA Ratio Rate Margin Margin
----------------------------- ------------- ------
1. greater than 3.5 to 1 1.25% 3.75%
2. 3.0 or greater to 1 but
less than 3.5 to 1 1.00% 3.50%
3. 2.5 or greater to 1 but
less than 3.0 to 1 .75% 3.25%
4. 2.0 or greater to 1 but
less than 2.5 to 1 .50% 3.00%
5. less than 2.0 to 1 .25% 2.75%
(ii) In addition to the foregoing requirements, each Rate Adjustment is
subject to each of the following conditions:
(x) as to any rate reduction, the absence of any Default or Event of
Default on the effective date of any such Rate Adjustment;
(y) each Rate Adjustment will be effective only after CITBC's receipt and
review of the Company's audited financial statements for the
applicable Fiscal Year and shall be effective as follows:
(A) as to the spread over the Chemical Bank Rate on the first day of
the month following CITBC's receipt and a reasonable period not to
exceed 5 business days following such receipt for review of such
audited financial statements; and
(B) as to the spread over Libor on the first day of the next interest
period commencing after CITBC's receipt and a reasonable period
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not to exceed 5 business days following such receipt for review of
such audited financial statements; and
(z) the effect of any Rate Adjustment shall not in any event:
(A) increase the spread over (i) the Chemical Bank Rate to more than
1 1/4%, or (ii) Libor to more than 3 3/4%; or
(B) reduce the spread over (i) the Chemical Bank Rate to less than 1/4
of 1% or (ii) Libor to less than 2 3/4%.
12. Section 8 shall be, and hereby is, further amended by the addition thereto
of the following new paragraph 12:
"12. The Company shall pay to CITBC upon the request of CITBC, such amount
or amounts as shall compensate CITBC and/or any participant, as such term is
used in, and subject to the terms and provisions of, Section 12, Paragraph 7 of
this Financing Agreement (herein each a "Lender") for any loss, costs or
expenses reasonably incurred by such Lender (as reasonably determined by such
Lender) as a result of: (i) any payment or prepayment on a date other than the
last day of a Libor Period for any such Libor Loan, or (ii) any failure of the
Company for any reason (including, without limitation, termination of a Libor
Loan by CITBC in accordance with the terms hereof due to illegality with respect
to the making or maintaining of any such Libor Loan or otherwise) to borrow a
Libor Loan on the date for such borrowing specified in the relevant notice; such
compensation to include, without limitation, an amount equal to any loss or
expense suffered by such Lender during the period from the date of receipt of
such payment or prepayment or the date of such failure to borrow to the last day
of such Libor Period if the rate of interest obtained by the Lenders upon the
reemployment of an amount of funds equal to the amount of such payment,
prepayment or failure to borrow is less than the rate of interest applicable to
such Libor Loan for such Libor Period. The determination by the Lenders of the
amount of any such loss or expense, when set forth in a written notice to the
Company, containing the Lender's calculations thereof in reasonable detail,
shall be conclusive on the Company, in the absence of manifest error.
Notwithstanding any other provisions herein, if any law, regulation, treaty or
directive or any change therein or in the interpretation or application
thereof shall make it unlawful for CITBC to make or maintain Libor Loans as
contemplatedherein, the then outstanding Libor Loans, if any, shall be converted
automatically to Chemical Bank Rate loans on the next succeeding interest
payment date or within such earlier period as required by law. The Company
hereby agrees promptly to pay CITBC, upon its demand, any additional amounts
necessary to compensate CITBC and any other Lender for any costs reasonably
incurred by
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CITBC or any such other Lender in making any conversion in accordance with this
paragraph including, but not limited to, any interest or fees payable by CITBC
or such other Lender to any lender of funds obtained by CITBC or any such other
Lender in order to make or maintain Libor Loans hereunder."
13. The effectiveness of the foregoing amendments shall be, and each hereby is,
subject to the fulfillment to our satisfaction of each of the following
conditions (herein each a "Condition Precedent" and collectively the "Conditions
Precedent"):
a) our receipt of a consent (in form and substance satisfactory to us)
from our participant, The Bank of New York Commercial Corporation to
our execution of this Amendment Agreement and their pro-rata
participation in the Line of Credit (as amended herein) under the
Financing Agreement as amended hereby;
(b) your agreement to pay to us (i) in consideration of (x) our execution
of this Amendment Agreement an Accommodation Fee of $50,000; and (y)
the preparation of this Amendment Agreement by our-in-house legal
department a Documentation Fee of $1170, which fees shall be due and
payable in full on the date hereof and may, at our option, be charged
to your Revolving Loan Account on the due date thereof and (ii) all
Out-of-Pocket Expenses, if any, incurred in connection with this
Amendment Agreement and the transactions contemplated hereby, all of
which may (at our option) be charged to your Revolving Loan Account;
and
(c) each of your subsidiaries who has executed the Subsidiary Guaranty and
Security Agreement signing below to confirm that such Subsidiary
Guaranty and Security Agreement shall extend to and include all
Obligations under the Line of Credit as amended and increased hereby
and to further confirm that such Subsidiary Guaranty and Security
Agreement shall remain in full force and effect notwithstanding this
Amendment Agreement.
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Except as set forth above no other change in or waiver of the terms,
provisions or conditions of the Financing Agreement is intended or implied. If
the foregoing is in accordance with your understanding of our agreement, kindly
so indicate by signing and returning to us the enclosed copy of this letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------
Title: AVP
Read and Agreed to:
LOW STAR STEEL COMPANY
By: /s/X. X. Xxx
----------------------------------
Title: Ex VIP
Confirmed:
LONE STAR LOGISTICS, INC.
T&N LONE STAR WAREHOUSE CO.
TEXAS & NORTHERN RAILWAY COMPANY
FORT XXXXXXX PIPE COMPANY
LONE STAR STEEL SALES COMPANY, formerly known as
TEXAS SPECIALTY FLAT-ROLLED, INC.
LONE STAR STEEL INTERNATIONAL, INC.
By: /s/X. X. Xxx
----------------------------------
Title: DIRECTOR
Of each of the above
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September 25, 0000
Xxx Xxxx xx Xxx Xxxx Commercial
Corporation
Re: Lone Star Steel Company
(the "Company")
Gentlemen:
Reference is made to: (1) The Participation Agreement between us dated July 14,
1993, as amended from time to time (the "participation Agreement") and (2) the
proposed amendment to the Agreement (as defined in said" Participation
Agreement")a copy of which amendment is attached hereto as Exhibit A (herein the
"Amendment"). Capitalized terms used herein and defined in the Participation
Agreement shall have the same meanings as specified therein unless otherwise
specifically defined herein.
Pursuant to mutual understanding, effective immediately, it is hereby agreed
that:
(i) you consent to our entering into the Amendment and confirm that, except as
otherwise specifically herein provided, your Participation in the Loans to
the Company shall continue in full force and effect in accordance with the
Participation Agreement as amended hereby; and
(ii) the maximum dollar amount of your Participation (as set forth in the
introductory Paragraph of the Participation Agreement) shall be, and hereby
is, automatically (and without any further action by either of us)
increased by an amount equal to your pro-rata share (as determined based
upon the percentage of your Participation) of the Initial Increase in the
Line of Credit (as set forth in the Amendment) and by an amount equal to
your pro-rata share (as determined based upon the percentage of your
Participation) of each scheduled increase in the Line of Credit as more
fully set forth in the Amendment. Each
such increase shall be effective on the scheduled effective date of each
such increase in the Line of Credit.
Upon our receipt of payment from the Company at the Accommodation Fee in the
amount $50,000 due in connection with the Amendment, we shall pay to you
therefrom your pro-rata share thereof (as determined based upon the percentage
of your Participation).
Except as set forth above no other change in the terms, provisions or conditions
of the Participation Agreement is intended or implied. If the foregoing is in
accordance with your understanding of our agreement, kindly so indicate by
signing and returning to us the enclosed copy of this letter.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------
Title: AVP
Read and Agreed to:
THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By: /s/ Xxxx Peak
---------------------------
Title: AVP
