EXHIBIT 10.11(b)
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CONSENT, AMENDMENT AND ASSUMPTION AGREEMENT
DATED AS OF DECEMBER 31, 1996
TO
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PURCHASE AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 1994
AMONG
AK STEEL CORPORATION,
AS ORIGINATOR AND SERVICER,
AK STEEL RECEIVABLES INC.,
AS TRANSFEROR
THE PURCHASERS PARTY THERETO
AND
PNC BANK, OHIO, NATIONAL ASSOCIATION,
AS L/C ISSUING BANK, AS LENDER UNDER SWING LINE ADVANCES,
AND AS AGENT FOR THE PURCHASERS
AND TO
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RECEIVABLES PURCHASE AGREEMENT
DATED AS OF DECEMBER 1, 0000
XXXXXXX
XX STEEL CORPORATION
AND
AK STEEL CORPORATION, INC.
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This CONSENT, AMENDMENT and ASSUMPTION AGREEMENT (the "Amendment"),
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dated as of December 31, 1996, is made among AK STEEL CORPORATION ("AK Steel"),
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as Originator and Servicer, AK STEEL RECEIVABLES INC. ("AKR"), as the original
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Buyer and the original Transferor, AK ACQUISITION RECEIVABLES LTD., an Ohio
limited liability corporation, the name of which will be changed to AK Steel
Receivables Ltd. ("AK LTD"), AKSR INVESTMENTS, INC., an Ohio corporation, which
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is the managing member of AK Ltd. (the "Managing Member"), the Purchasers party
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hereto, and PNC BANK, OHIO, NATIONAL ASSOCIATION ("PNC"), as L/C Issuing Bank,
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as lender under Swing Line Advances, and Agent for the Purchasers (the "Agent").
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BACKGROUND
A. AK Steel and AKR have entered into a Receivables Purchase Agreement
dated as of December 1, 1994 (as heretofore amended, the "Receivables Purchase
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Agreement") pursuant to which AK Steel agreed to sell, and AKR agreed to
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purchase, certain Transferor Receivables and related Transferor Assets
originated by AK Steel.
B. AK Steel, AKR, the Purchasers party thereto, PNC and the Agent have
entered into the Purchase and Servicing Agreement dated as of December 1, 1994
(as heretofore amended, the "Purchase and Service Agreement"), pursuant to which
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AKR agreed to sell, and the Purchasers agreed to purchase, Undivided Fractional
Interests in such Transferor Receivables and related Transferor Assets;
C. AK LTD. and AKR have entered into an Agreement and Plan of Merger,
dated as of December 27, 1996, a copy of which is attached hereto as Schedule I
(the "Merger Agreement"), pursuant to which AK Ltd. and AKR will merge (the
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"Merger"), with AK Ltd. being the surviving entity from such Merger.
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D. The parties hereto wish to amend the Receivables Purchase Agreement and
the Purchase and Servicing Agreement as provided below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Except as otherwise defined herein, capitalized
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terms shall have the meanings set forth in the Receivables Purchase Agreement
and the Purchase and Servicing Agreement.
SECTION 2. Consent. Each of AK Steel, AKR, AK Ltd., the Managing Member,
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PNC Bank, Ohio, National Association (in all its capacities set forth on the
signature pages hereto) and each Purchaser consents to:
(a) the consummation of the Merger of AKR with and into AK Ltd., with
AK Ltd. being the surviving entity, pursuant to the Merger Agreement; and
(b) the assumption by AK Ltd. of all the rights and obligations of AKR
under the Receivables Purchase Agreement, the Purchase and Servicing
Agreement and the other Transaction Documents.
SECTION 3. Assumption by AK Ltd. of All Rights and Obligations of AKR.
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(a) Effective upon the consummation of the Merger, AK Ltd. hereby assumes all
rights and obligations of AKR under the Receivables Purchase Agreement, the
Purchase and Servicing Agreement and all other Transaction Documents, and agrees
to be bound by the Transaction Documents and to perform all obligations of AKR
under the Transaction Documents as if all references to AKR in the Transaction
Documents, whether in the capacity of "Transferor", "Buyer", or otherwise, were
references to AK Ltd. in such respective capacity.
(b) Without limiting the foregoing:
(i) AK Steel hereby agrees from and after the effective time of the
Merger, to sell, assign and transfer to AK Ltd., and AK Ltd. agrees to
purchase and accept from AK Steel, during the Effective Period (without
recourse except as specifically provided in the Receivables Purchase
Agreement) and on the terms and conditions of the Receivables Purchase
Agreement as amended hereby, all right, title and interest of AK Steel in,
to and under
(A) all Receivables created from time to time until termination
of the Effective Period; and
(B) a corresponding interest in all of the Related Assets.
(ii) AK Ltd. hereby sells, transfers, assigns, sets over and
otherwise conveys the Transferred Assets to the Purchasers, without
recourse except as expressly provided in the Purchase and Servicing
Agreement, and on the terms and conditions set forth in the Purchase and
Servicing Agreement as amended hereby.
(iii) To secure the prompt and complete payment when due of the
interest, fees, indemnities, Swing Line Advances, Letter of Credit
reimbursement obligations, expenses and all other Obligations and amounts
owed under the Purchase and Servicing Agreement or in connection herewith,
AK Ltd. hereby assigns and pledges to the Agent, on behalf of the Purchaser
Parties, as their interests may appear, and on the terms and conditions set
forth in Section 18 of the Purchase and Servicing Agreement a security
interest in and Lien on all of AK Ltd.'s right, title and interest in and
to the Collateral, whether now owned or existing or hereafter arising or
acquired and wheresoever located.
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SECTION 4. Certain Amendments.
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SECTION 4.1 Amendments to Receivables Purchase Agreement.
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(A) Section 4.5(a) of the Receivables Purchase Agreement is amended to read
in full as follows:
"(a) Legal Existence. The Buyer is a limited liability company duly
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organized and validly existing in the State of Ohio incorporation and is
duly qualified to transact business in each jurisdiction in which failure
to so qualify would have a material adverse effect on the Buyer's ability
to perform its obligations under this Agreement and the Transaction
Documents to which it is a party."
(B) Section 4.5(b) of the Receivables Purchase Agreement is amended to add
the words "and other" after the word "corporate".
(C) Section 4.6(a) of the Receivables Purchase Agreement is amended to read
in full as follows:
"(a) Legal Status. Preserve its legal status and franchises and pay
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all taxes and annual fees in connection therewith."
SECTION 4.2 Amendments to Article IX of Purchase and Servicing Agreement.
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(A) Section 1.01 of the Purchase and Servicing Agreement is amended to
change clause (iii) of the definition of Change of Control to read in full as
follows:
"(iii)(A) Holding fails to own 100% of the stock of AK Steel or (B)
AK Steel fails to own 100% of the stock of each of the Managing Member and
AKS Investments, Inc. free and clear of any Lien except for a Lien in favor
of a lender that has executed and delivered an intercreditor agreement as
required by Section 11.04(r); or (C) either of Managing Member or AKS
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Investments, Inc. ceases to be a Member of Transferor, or Managing Member
and AKS Investments, Inc. cease to be the only members and Interest Holders
(as defined in the Operating Agreement of AK Ltd.) of Transferor, provided,
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however, that it shall not be deemed a Change in Control if Holding merges
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into AK Steel except that, in such case, AK Steel shall be substituted for
Holding for purposes of this definition of "Change in Control" and clause
(iii)(A) shall no longer be applicable."
(B) Section 9.01 of the Purchase and Servicing Agreement is amended to
insert the words "and the Managing Member each" after the word "Transferor" in
the preamble thereof.
(C) Sections 9.01(a) and 9.01(b) of the Purchase and Servicing Agreement
are amended to read in full as follows:
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"(a) Organization and Good Standing. The Transferor is a limited
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liability company and the Managing Member is a corporation, in each case
duly organized, validly existing and in good standing under the laws of the
State of Ohio, and each of them has full corporate or other power and
authority to own its properties and conduct its business as presently owned
or conducted, and to execute, deliver and perform its obligations under the
Transaction Documents to which it is a party.
(b) Due Qualification. The Transferor is duly qualified to do
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business and is in good standing as a limited liability company or foreign
limited liability company, and the Managing Member is duly qualified to do
business and is in good standing as a corporation or foreign corporation,
as applicable, and each of the Transferor and the Managing Member has
obtained all necessary licenses and approvals, in each jurisdiction in
which failure to so qualify or to obtain such licenses and approvals would
have a material adverse effect on the Transferor's or Managing Member's
ability to perform its obligations hereunder or under the Receivables
Purchase Agreement."
(D) Section 9.01(c) of the Purchase and Servicing Agreement is amended to
insert the words "and the Managing Member" after the word "Transferor" wherever
it appears therein, and to insert the words "or other" after the word
"corporate" therein.
(E) Section 9.01 of the Purchase and Servicing Agreement is further amended
to add the following subsection (p) after Section 9.01(o):
"(p) Each of the warranties set forth in this Section 9.01 (other
than Section 9.01(a), (b) and (c)) are true and correct with respect to the
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Managing Member as if the words "Managing Member" and "Managing Member's"
were substituted for the words "Transferor" and "Transferor's",
respectively, therein."
(F) Section 9.02 of the Purchase and Servicing Agreement is amended to
insert the words "and the Managing Member" after the word "Transferor" in the
title and the preamble of said Section 9.02.
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(G) Section 9.03 of the Purchase and Servicing Agreement is amended to
change the title and preamble thereof to read as follows:
"Section 9.03 Negative Covenants of the Transferor and Managing
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Member. The Transferor and the Managing Member each hereby jointly and
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severally covenants that, until this Agreement has been terminated pursuant
to Section 15.01:"
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(H) Section 9.03(b) of the Purchasing and Servicing Agreement is amended to
read in full as follows:
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"(b) Preservation of Existence. The Managing Member and Transferor
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each will preserve and maintain its existence, rights, franchises and
privileges, as a corporation or limited liability company as the case may
be, and qualify and remain qualified in good standing as a foreign
corporation or limited liability company as the case may be, in each
jurisdiction where the failure to maintain such qualification would
materially and adversely affect (i) the interests of the Purchaser Parties
in the Transferred Assets, (ii) the collectibility of the Transferor
Receivables or (iii) the ability of the Transferor to perform its
obligations hereunder or under the Receivables Purchase Agreement."
(I) Section 9.03(e) of the Purchase and Servicing Agreement is amended to
change the words "Transferor" and "Transferor's", wherever they appear, to
"Managing Member" and "Managing Member's", respectively.
(J) Section 9.03(j) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(j) Litigation, etc. The Transferor and Managing Member shall
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notify the Agent immediately if it becomes aware of (i) any previously
undisclosed litigation, investigation or proceeding against the Transferor,
the Managing Member, the Originator or the Servicer, or otherwise affecting
the Originator's, the Managing Member's or the Transferor's property or its
interest therein (but only, in the case of the Originator or the Servicer,
if such litigation, investigation or proceeding is reasonably likely to
have a material adverse effect on the Originator or the Servicer) and (ii)
any material adverse development in previously disclosed litigation."
(K) Section 9.04 of the Purchase and Servicing Agreement is amended to
change the title and preamble thereof to read as follows:
"Section 9.04 Negative Covenants of the Transferor and Managing
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Member. The Transferor and the Managing Member each hereby jointly and
severally covenants that, until this Agreement has been terminated pursuant
to Section 15.01:"
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(L) Section 9.04(e) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(e) Investments. The Transferor and the Managing Member will not
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make or suffer to exist any loans or advances to, or extend any credit to,
or make any investments (by way of transfer of property, contributions to
capital, purchase of stock or securities or evidences of indebtedness,
acquisition of the business or assets, partnership or joint venture, or
otherwise) in, any Affiliate or any other Person except for (1) in the case
of Transferor, purchases of Transferor Receivables pursuant to the terms of
the Receivables Purchase Agreement and investments in Eligible Investments
in accordance with the terms of this Agreement and (2) in the case of the
Managing Member, its membership in the Transferor."
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(M) Section 9.04(g) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(g) Change in Name. The Managing Member and the Transferor will not
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(i) make any change to its respective corporate or limited liability
company name or principal place of business or use any tradenames,
fictitious names, assumed names or "doing business as" names or (ii) change
its jurisdiction of organization."
(N) Section 9.04(i) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(i) Organization. The Managing Member will not amend its
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certificate of incorporation or bylaws, and the Transferor will not amend
its articles of organization or its operating agreement."
(O) Section 9.04(j) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(j) Maintenance of Separate Existence. The Transferor and the
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Managing Member each will not (i) fail to do all things necessary or
appropriate to maintain Managing Member's existence as a corporation, and
Transferor's existence as a limited liability company, separate and apart
from each other and from AK Steel and any Affiliate of AK Steel or of the
Managing Member or Transferor, including conducting business correspondence
in its own name, holding regular meetings of, or obtaining regular written
consents from, as the case may be, its members, shareholders and Board of
Directors and maintaining appropriate books and records; (ii) suffer any
limitation on the authority of its own members, directors and officers to
conduct its business and affairs in accordance with their independent
business judgment, or authorize or suffer any Person other than its own
members, directors and officers to act on its behalf with respect to
matters (other than matters customarily delegated to others under powers of
attorney) for which a limited liability company's or corporation's own
members, directors and officers would customarily be responsible; (iii)
fail to (A) maintain or cause to be maintained by its agent under its own
control physical possession of all its books and records, (B) maintain
capitalization adequate for the conduct of its business, (C) account for
and mange its liabilities separately from those of any other Person,
including payment of all payroll and other administrative expenses and
taxes from its own assets, (D) segregate and identify separately all of its
assets from those of any other Person, and (E) maintain offices through
which its business is conducted separate from those of AK Steel and any
Affiliates of AK Steel or of the Managing Member and Transferor (provided
that, to the extent that the Managing Member and Transferor and any of
their Affiliates have offices in the same location, there shall be a fair
and appropriate allocation of overhead costs and expenses among them, and
each such entity shall bear its fair share of such expenses); or (iv)
commingle its funds with those of AK Steel or any affiliate of AK Steel or
of the Transferor or Managing Member, or use its funds for other than the
Transferor's or Managing Member's (as the case may be) uses."
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(P) Section 9.04(k) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(k) Ownership Merger. Neither the Managing Member nor the
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Transferor will (i) sell any membership interest or any shares of any class
of its stock or any interest therein to any Person (other than in the case
of the Managing Member, to AK Steel, and in the case of Transferor, to
Managing Member and to AKS Investments, Inc., an Ohio corporation so long
as AKS Investments, Inc. shall remain a wholly owned subsidiary of AK
Steel), or enter into any transaction of merger or consolidation or convey
or otherwise dispose of any substantial portion of its assets (except as
contemplated herein), or purchase or redeem any membership interest or any
shares of its stock; or (ii) terminate, liquidate or dissolve itself (or
suffer any termination, liquidation or dissolution); or (iii) permit the
pledge of its membership interest or any capital stock (provided that AK
Steel may pledge the Subordinated Note (as such term is defined in the
Receivables Purchase Agreement) of the Transferor or the stock of the
Managing Member in connection with a financing, but only if subject to an
intercreditor agreement as contemplated by Section 11.04(r), or (iv)
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acquire or permit any of its shares of capital stock to be acquired by any
Person other than AK Steel."
(Q) Section 9.04(l) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(l) Restricted Payments. The Transferor will not purchase or redeem
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any membership or other equity interests of the Transferor, declare or pay
any dividends or other payments thereon, make any distribution to members
or set aside any funds for any such purpose, or prepay, purchase or redeem
any subordinated indebtedness (including any amounts outstanding on the
Subordinated Note) if, after giving effect to such purchase, redemption,
declaration, payment, distribution, allocation or prepayment (i) the
Tangible Net Worth of the Transferor would be less than $20,000,000 or (ii)
any Early Amortization Event or Potential Early Amortization Event shall
have occurred and be continuing."
(R) Section 9.04 of the Purchase and Servicing Agreement is further amended
to add the following new clause (p) at the end of Section 9.04:
"(p) The Managing Member will perform all the covenants set forth in
Section 9.04(a), (b), (c), (d), (f), (h), (1), and (o) as if all references
to the Transferor contained in such sections were references to the
Managing Member.
SECTION 4.3 Amendments to Article X of Purchasing and Servicing Agreement.
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(A) Sections 10.01(a), (b), (c) and (d), of the Purchase and Servicing
Agreement are amended the insert the words ", the Managing Member" after the
word "Transferor" wherever it appears.
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(B) Section 10.01(l) and (o) of the Purchase and Servicing Agreement are
amended to insert the words "or the Managing Member" after the words
"Transferor" wherever it appears.
(C) Section 10.01(n) of the Purchase and Servicing Agreement is amended to
read in full as follows:
"(n) any Change of Control shall occur with respect to AK Steel,
Holding, AKS Investments, Inc., the Managing Member or the Transferor; or"
SECTION 4.4 Other Amendments to Purchase and Servicing Agreement.
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(A) Section 11.04(r) of the Purchase and Servicing Agreement is amended to
change the word "Transferor" in the second paragraph thereof to "Managing
Member" and to insert in subsection (ii) thereof, in front of the word
"Transferor", the words "Managing Member or the".
(B) The title of Article XIV of the Purchase and Servicing Agreement, and
Section 14.01 thereof, are each hereby amended to insert the words "and the
Managing Member" after the word "Transferor".
(C) Section 15.01 of the Purchase and Servicing Agreement is amended to
insert the words ", the Managing Member" after the word "Transferor" in the
first line thereof.
(D) Section 17.05 of the Purchase and Servicing Agreement is amended to
change the words "in the case of the Transferor, to AK Steel Receivables Inc."
in clause (i) thereof to read "in the case of the Transferor, to AK Steel
Receivables Ltd., and to add after the words "National Corporate Banking" the
words "and (iv), in the case of the Managing Member, to AKSR Investments, Inc.,
000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, Attention: Treasurer,"
(E) Section 17.07 of the Purchase and Servicing Agreement is hereby amended
to insert the words "or the Managing Member" after the word "Transferor".
SECTION 5. Representations and Warranties. Each of AK Steel, AKR, AK Ltd.
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and the Managing Member represents and warrants to the Agent and each Purchaser
that:
(a) the execution and delivery by it of this Amendment, and the
performance of its obligations under the Receivables Purchase Agreement and
the Purchase and Servicing Agreement, as modified by this Amendment, are
within its corporate powers or its power as a limited liability company as
the case may be, have been duly authorized by all necessary corporate and
other action, have received all necessary governmental and other consents
and approvals, and do not and will not contravene or conflict with or
violate any Requirements of Law applicable to AK Steel, AKR, AK Ltd., the
Managing Member or their respective property or conflict with, result in
any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, any indenture,
contract, agreement,
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mortgage, deed of trust or other instrument to which AK Steel, AKR, AK
Ltd., or the Managing Member is a party or by which either of them or their
properties are bound,
(b) this Amendment has been duly executed and delivered by it, and the
Receivables Purchase Agreement and the Purchase and Servicing Agreement, as
amended hereby, is its legal, valid and binding obligation, enforceable
against it in accordance with its terms,
(c)(1) the representations and warranties made by it in the
Transaction Documents, without giving effect to this Amendment, are true
and correct immediately prior to the Merger as though made at such time,
except to the extent that they specifically relate to an earlier date, and
(ii) the representations and warranties made by it in the Transaction
Documents, after giving effect to this Amendment, will be true and correct
immediately after the Merger, and
(d) after giving effect to this Amendment, no Early Amortization Event
or Potential Early Amortization Event shall exist.
SECTION 6. Effectiveness. This Agreement (other than Sections 3, 4 and
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7(c)) will become effective on the date when the Agent shall have received the
following:
(a) Counterparts of this Amendment executed by AK Steel, AKR, AK Ltd.,
the Managing Partner, PNC Bank, Ohio, National Association, and Purchasers
constituting a Majority in Interest;
(b) Certified resolutions of the Board of Directors of each of AKR,
AKS Investments, Inc. and the Managing Member and certified shareholder
consents of AKR and the Managing Member authorizing execution, delivery and
performance of this Amendment;
(c) Certified consents of all the members of AK Ltd. authorizing the
execution, delivery and performance of this Amendment;
(d) A copy of the Certificate of Incorporation of the Managing Member,
certified by its Secretary;
(e) A copy of the Articles of Organization of AK Ltd., certified by
the Managing Member;
(f) Certificates of the Secretary of State of Ohio as to the good
standing of AK Ltd. and the Managing Member;
(g) A certificate of the Secretary of the Managing Member, dated as
of December 31, 1996, and certifying (i) that attached thereto is a true
and complete copy of the bylaws of the Managing Member as in effect on the
date of such certification, (ii) that attached thereto are
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a true and complete copy of the Operating Agreement of AK Ltd., and (iii)
as to the incumbency of the officers of the Managing Member and AK Ltd.,
executing this Agreement and any other documents contemplated hereunder,
and appropriate evidence of the incumbency of such Secretary or Assistant
Secretary;
(h) Certificate of the Secretary or Assistant Secretary of each of AK
Steel, AKR, AKS Investments, Inc., and the Managing Member, dated the
Closing Date, and certifying as to the incumbency of the officers of such
Persons executing this Agreement and any other documents contemplated
hereunder, and appropriate evidence of the incumbency of such Secretary or
Assistant Secretary;
(i) A financing statement relating to the Transferred Assets, naming
AK Steel as seller debtor and AK Ltd. as purchaser/secured party, to be
filed with the Ohio Secretary of State and the Recorder of Xxxxxx County,
Ohio;
(j) A financing statement relating to the Transferred Assets, naming
AK Ltd. as seller/debtor and the Purchasers as purchasers/secured parties,
to be filed with the Ohio Secretary of State and the Recorder of Xxxxxx
County, Ohio;
(k) Amendments, in form UCC-3 or other appropriate form, to all
financing statements which were filed with the Secretary of State of Ohio
or Recorder of Xxxxxx County, Ohio in connection with the original closing
of the Transaction Documents, whether as secured party/purchaser or as
debtor/seller as the case may be, showing the change of name and corporate
structure of AKR to AK Ltd;
(l) Opinions of Xxxxxx X. Xxxx, Esq., counsel to AK Steel, AKR, AK
Ltd., and the Managing Member in the form set forth in Exhibit A hereto;
and
(m) Opinions of Frost & Xxxxxx, counsel to AK Steel, AKR, AK Ltd., and
the Managing Member, in the forms set forth in Exhibits B and C hereto.
Section 3 and 4 and 7(c) hereof will become effective upon consummation of
the Merger. Promptly after consummation of the Merger AK Steel and AK Ltd. will
deliver to the Agent (A) certified copies of the Merger Agreement and the
certificate of merger and name change applicable to the Merger and the name
change of AK Ltd., and (B) a letter of Frost & Xxxxxx addressed to the Agent and
the Purchasers confirming that the Merger has occurred and that the name of AK
Ltd. has been changed from AKS Acquisition Receivables Ltd. to AK Steel
Receivables Ltd.
If the Merger has not occurred on or before January 31,1997, this Amendment
will be null and void and of no further effect.
SECTION 7. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY,
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AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF OHIO.
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(b) This Amendment may be executed in any number of counterparts and by the
different Parties in separate counterparts, each of which when so executed shall
be deemed to be an original, and all of which together shall constitute one and
the same agreement.
(c) Any reference to the Receivables Purchase Agent, the Purchase and
Servicing Agreement or any other Transaction Document contained in any notice,
request, certificate or other document executed in connection herewith shall be
deemed to be a reference to such Transaction Document as amended or modified
hereby. Except as expressly modified hereby, the Transaction Documents hereby
are ratified and confirmed by AK Steel, AKR, AK Ltd. and the Managing Member and
remain in full force and effect.
(d) Each of AK Steel, AK Ltd. and the Managing Member agree to take any and
all steps and to execute and deliver any and all documents and instruments,
which may be reasonably requested by the Agent in order to reflect the Merger
and the assumption by AK Ltd. of the right and obligations of AKR under the
Transaction Documents, including without limitation the execution of amendments
or replacements to the Swing Note, the Subordinated Note, any and all financing
statements, and any and all Collection Account Letters, lockbox agreements, Cash
Collateral Account agreements, Concentration Account Letters and other documents
and instruments as the Agent may reasonably request.
IN WITNESS WHEREOF, the Parties have caused their duly authorized officers
to execute this Amendment as of the day and year first above written.
AK STEEL CORPORATION,
as Originator and Servicer
By: __________________________________
Name: ____________________________
Title: ___________________________
AK STEEL RECEIVABLES INC.,
as Original Buyer and Transferor
By: __________________________________
Name: ____________________________
Title: ___________________________
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AK ACQUISITION RECEIVABLES LTD. (the name of which
is to be changed to AK Steel Receivables Ltd.
By AKSR INVESTMENTS, INC., its Managing
Member
By: __________________________________
Name: ____________________________
Title: ___________________________
and By: AKS INVESTMENTS, INC.
its only other Member
By: __________________________________
Name: ____________________________
Title: ___________________________
AKSR INVESTMENTS, INC.,
as Managing Member
By: __________________________________
Name: ____________________________
Title: ___________________________
PNC BANK, OHIO, NATIONAL ASSOCIATION,
as L/C Issuing Bank, as lender under Swing Line
Advances, and as Agent for the Purchasers
By: __________________________________
Name: ____________________________
Title: ___________________________
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NBD BANK, N.A., as a Purchaser
By: __________________________________
Name: ____________________________
Title: ___________________________
COMERICA BANK, as a Purchaser
By: __________________________________
Name: ____________________________
Title: ___________________________
KEY BANK, NATIONAL ASSOCIATION (formerly
called Society National Bank), as a Purchaser
By: __________________________________
Name: ____________________________
Title: ___________________________
THE FIFTH THIRD BANK, as a Purchaser
By: __________________________________
Name: ____________________________
Title: ___________________________
STAR BANK, NATIONAL ASSOCIATION, as a
Purchaser
By: __________________________________
Name: ____________________________
Title: ___________________________
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