Exhibit 10.13
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Amendment dated as of April 22, 2003 (this "Amendment") to that Asset
Purchase Agreement, dated as of March 12, 2003 (the "Asset Purchase Agreement")
by and among Bethlehem Steel Corporation, a Delaware corporation ("Parent"), the
other Sellers (as defined in the Asset Purchase Agreement), ISG Acquisition
Inc., a Delaware corporation ("Buyer"), and International Steel Group Inc., a
Delaware corporation ("ISG").
BACKGROUND INFORMATION
A. Section 11.10 of the Asset Purchase Agreement provides that
the Asset Purchase Agreement may be amended by a written instrument executed by
ISG, Buyer and Parent.
B. ISG, Buyer and Parent desire to amend the Asset Purchase
Agreement.
STATEMENT OF AGREEMENT
In consideration of the premises and their respective representations,
warranties, covenants and undertakings herein contained, and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I DEFINITIONS
Section 1.1 Definitions. Capitalized terms used in this Amendment
and not defined herein shall have the respective meanings assigned them in the
Asset Purchase Agreement.
ARTICLE II AMENDMENTS
Section 2.1 Amendment to Section 1.2(a). Schedule 1.2(a) to the
Asset Purchase Agreement is hereby amended by addition of the items listed on
Exhibit A.
Section 2.2 Amendment to Section 1.3. Section 1.3(h) of the Asset
Purchase Agreement is hereby amended by adding the words "and the subsidiaries
of Keystone Railroad LLC which are Sellers" after the words "Railroad
Subsidiaries".
Section 2.3 Amendment to Section 1.6(f). Section 1.6(f) of the
Asset Purchase Agreement is hereby amended (i) to replace the words "either or
both" with the words "any or all" and to insert ", the RZB Loan" after the words
"the CCC Loan", all in the first sentence, and (ii) to insert ", the RZB Loan"
after the words "the CCC Loan" in each place where such words appear in the
second sentence.
Section 2.4 Amendment to Section 2.2. Section 2.2(a) of the Asset
Purchase Agreement is hereby amended (i) by deletion of the word "or" and
insertion of a "," immediately prior to "(y)" and (ii) by the insertion of the
phrase "or (z) The Amended and Restated Credit Agreement, dated as of September
29, 2000, among Buyer, RZB Finance LLC and each other financial institution that
may from time to time become a party thereto as lender, and RZB
Finance LLC, as Administrative Agent and Collateral Agent, as amended from time
to time in accordance with its terms (the "RZB Loan").
Section 2.5 Amendment to Section 5.3.
(a) Section 5.3(c) of the Asset Purchase Agreement is hereby
amended by the addition of the following sentences:
"In lieu of the release described in clause (i)(D) above,
Buyer may obtain an assignment of the Claims, Liens and rights
described therein to ISG or any of its Affiliates. If prior to the
confirmation of a plan of liquidation or a plan of reorganization for
Parent ISG (or its Affiliates) receives any amount in respect of any
claims against any Seller assigned by the PBGC to ISG (or its
Affiliates), ISG (or its Affiliates) shall promptly pay such amount to
Parent for payment of claims that are or will be entitled to secured or
priority treatment under section 506 or 507 of the Bankruptcy Code or
payment to Buyer as provided in Section 2.3."
(b) Section 5.3(i) of the Asset Purchase Agreement is hereby
deleted.
(c) A new Section 5.3(k) is hereby added to the Asset Purchase
Agreement, which shall read as follows:
"(k) Miscellaneous Property Matters. The parties
contemplate that, notwithstanding the provisions of Article I of this
Agreement, certain real estate and related assets included within the
Acquired Assets may be sold by one or more of Sellers to parties other
than Buyer or its Affiliates before Closing, at Closing or after
Closing. Such sales shall be undertaken, if at all, pursuant to
separate letter agreements between Buyer and Parent and, in the event
that any real estate or other assets are to be retained by Sellers and
sold after the Closing, such arrangement shall be documented by letter
agreement prior to the Closing."
(d) A new Section 5.3(l) is hereby added to the Asset Purchase
Agreement, which shall read as follows:
"(l) Bethlehem Steel Foundation. The parties acknowledge
that Bethlehem Steel Foundation ("BSF") is a nonprofit corporation
qualified under Section 501(c)(3) of the Code. Accordingly, and
notwithstanding Article I of this Agreement, (i) BSF shall not be
required to transfer, or to permit the utilization of, any of its
assets in violation of any law or court order, and (ii) the parties
shall cooperate to identify and implement a reasonable means to provide
Buyer with the benefit of its bargain with respect to BSF's assets that
is not in violation of any law or any restrictions to which the assets
to BSF are subject, whether that be by transferring ownership of BSF to
an Affiliate of Buyer, transferring BSF's assets to a 501(c)(3)
organization acceptable to Buyer and consistent with any restrictions
to which the assets of BSF are subject, excluding such assets entirely
from the Acquired Assets, or other means."
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Section 2.6 Amendment to Section 5.5. Section 5.5 of the Asset
Purchase Agreement is hereby amended by substituting the words "ISG or Buyer"
for the word "Sellers" at the beginning of the last sentence thereof.
ARTICLE III MISCELLANEOUS
Section 3.1 Full Force and Effect. The Asset Purchase Agreement,
as amended by this Amendment, remains in full force and effect.
Section 3.2 Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original and all of which together shall
constitute a single agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first written above.
INTERNATIONAL STEEL GROUP INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: President/CEO
ISG ACQUISITION INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: President/CEO
BETHLEHEM STEEL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and CFO
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