WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS WAIVER AND AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this
"Amendment No. 2"), dated as of March 22, 1996, among OREGON STEEL
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XXXXX, INC., a Delaware corporation (the "Borrower"), the various
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financial institutions as are or may become parties hereto
(collectively, the "Lenders"), FIRST INTERSTATE BANK OF OREGON, N.A.
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("First Interstate"), as administrative agent (the "Administrative
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Agent"), for the Lenders, THE BANK OF NOVA SCOTIA ("Scotiabank"), as
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syndication agent for the Lenders (the "Syndication Agent") and the
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First Interstate and Scotiabank as managing agents (the "Managing
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Agents"; the Managing Agents, the Administrative Agent and the
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Syndication Agent are collectively referred to as the "Agents") for
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the Lenders.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders and the Agents are
parties to the Credit Agreement, dated as of December 14, 1994, as the
same has been amended by that certain Amendment No. 1 to Credit
Agreement dated as of September 30, 1995 (as so amended, hereinafter
referred to as the "Existing Credit Agreement"); and
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WHEREAS, the Borrower has requested that the Lenders grant
certain waivers under the Credit Agreement and that certain
amendments be made to the Existing Credit Agreement; and
WHEREAS, the Lenders and Agents are willing to grant such waivers
and to make certain amendments to the Existing Credit Agreement on the
terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
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SECTION 1.1. CERTAIN DEFINITIONS. The following terms (whether
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or not underscored) when used in this Amendment No. 2 shall have the
following meanings:
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"Amended Credit Agreement" shall mean the Existing Credit
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Agreement as amended by this Amendment No. 2.
"Amendment No. 2 Effective Date" shall have the meaning provided
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in Section 6.1.
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SECTION 1.2. OTHER DEFINITIONS. Unless otherwise defined or the
context otherwise requires, terms used herein have the meanings
provided for in the Existing Credit Agreement.
ARTICLE II
AMENDMENTS TO
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EXISTING CREDIT AGREEMENT
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Effective on the Amendment No. 2 Effective Date, the
Existing Credit Agreement is amended in accordance with the terms of
this Article II; except as so amended, the Existing Credit Agreement
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shall continue to remain in all respects in full force and effect.
SECTION 2.1. AMENDMENT TO SECTION 7.2.4(B).
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Section 7.2.4(b) of the Existing Credit Agreement is hereby
amended to read in its entirety as follows:
(b) Its Interest Coverage Ratio, tested on a rolling
four quarter basis, to be less than the specified ratio as
of the end of any of the following Fiscal Quarters:
Fiscal Quarter Minimum Interest Coverage Ratio
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December 31, 1995 1.17 to 1.0
March 31, 1996 1.10 to 1.0
June 30, 1996 1.10 to 1.0
September 30, 1996 1.75 to 1.0
December 31, 1996 2.00 to 1.0
March 31, 1997 2.25 to 1.0
June 30, 1997 2.50 to 1.0
September 30, 1997 2.75 to 1.0
December 31, 1997 3.00 to 1.0
March 31, 1998 3.00 to 1.0
June 30, 1998 3.25 to 1.0
September 30, 1998 3.25 to 1.0
December 31, 1998 3.50 to 1.0
March 31, 1999 3.50 to 1.0
June 30, 1999 3.75 to 1.0
September 30, 1999 3.75 to 1.0
December 31, 1999 4.00 to 1.0
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SECTION 2.2. AMENDMENT TO SECTION 7.2.4(E).
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Section 7.2.4(e) of the Existing Credit Agreement is hereby
amended to read in its entirety as follows:
(e) Its Funded Debt to Capitalization Ratio at any time
to exceed the specified ratio in any of the following Fiscal
Quarters:
Maximum Funded Debt to
Quarter Ending Capitalization Ratio
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December 31, 1995 .58 to 1.0
March 31, 1996 .60 to 1.0
June 30, 1996 .60 to 1.0
September 30, 1996 .50 to 1.0
December 31, 1996 .50 to 1.0
March 31, 1997 .50 to 1.0
June 30, 1997 .50 to 1.0
September 30, 1997 .50 to 1.0
December 31, 1997 .50 to 1.0
March 31, 1998 .40 to 1.0
June 30, 1998 .40 to 1.0
September 30, 1998 .40 to 1.0
December 31, 1998 .40 to 1.0
March 31, 1999 .35 to 1.0
June 30, 1999 .35 to 1.0
September 30, 1999 .35 to 1.0
December 31, 1999 .35 to 1.0
ARTICLE III
WAIVER
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Effective on (and subject to the occurrence of) the
Amendment No. 2 Effective Date, each Lender waives any Default or
Event of Default that may have existed from December 14, 1994 through
and including December 31, 1995 as a result of the accounting changes
more particularly described on Exhibit A hereto. Except for the
specific waivers granted herein, the Existing Credit Agreement, as
amended by Article II, shall continue in full force and effect.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
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In order to induce the Lenders to make the amendments
provided for in Article II and to grant the waivers as provided
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for in Article III, the Borrower hereby (a) represents and warrants,
that, immediately after giving effect to the provisions of this
Amendment No. 2, each of the representations and warranties contained
in the Existing Credit Agreement and in the other Loan Documents is
true and correct as of the date hereof as if made on the date hereof
(except, if any such representation and warranty relates to an earlier
date, such representation and warranty shall be true and correct in
all material respects as of such earlier date) and no Default has
occurred and is continuing and (b) agrees that the incorrectness in
any material respect of any representation and warranty contained in
the preceding clause (a) shall constitute an immediate Event of
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Default.
ARTICLE V
ACKNOWLEDGEMENT OF GUARANTORS
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By executing the acknowledgement to this Amendment No. 2, each
Guarantor of the Borrower hereby confirms and agrees that the Guaranty
and each Security Agreement to which it is a party is, and shall
continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the Amendment No.
2 Effective Date, each reference therein to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the
Existing Credit Agreement, shall mean and refer to the Existing Credit
Agreement after giving effect to this Amendment No. 2.
ARTICLE VI
CONDITIONS TO EFFECTIVENESS
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SECTION 6.1. EFFECTIVE DATE. This Amendment No. 2 shall become
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effective on the date (herein called the "Amendment No. 2 Effective
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Date") when the conditions set forth in this Section 6.1 have been
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satisfied, such effectiveness to be retroactive to December 31, 1995.
SECTION 6.1.1. EXECUTION OF COUNTERPARTS. The Administrative
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Agent shall have received counterparts of this Amendment No. 2 duly
executed and delivered on behalf of the Borrower, the Guarantors, the
Lenders and the Agents.
SECTION 6.1.2. RESOLUTIONS AND LEGAL OPINION. The
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Administrative Agent shall have received (a) resolutions of the Board
of Directors of the Borrower authorizing the execution, delivery and
performance of Amendment No. 2 and (b) a satisfactory legal opinion
from Xxxxxxx Xxxxxxxxxx & Xxxxx (or other counsel satisfactory to the
Agents) as to the due
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authorization, execution, and delivery of this Amendment No. 2 by, and
good standing of, the Borrower and the Guarantors and the
enforceability of this Amendment No. 2 against the Borrower and the
Guarantors.
SECTION 6.1.3. LEGAL DETAILS, ETC. All documents executed or
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submitted pursuant hereto, and all legal matters incident thereto,
shall be satisfactory in form and substance to the Managing Agents and
their counsel.
SECTION 6.2. EXPIRATION. If all of the conditions set forth in
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Section 6.1 hereof shall not have been satisfied on or prior to March
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31, 1996, the agreements of the parties contained in this Amendment
No. 2 shall, unless otherwise agreed by the Lenders, terminate
effective immediately on such date and without further action.
ARTICLE VII
MISCELLANEOUS
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SECTION 7.1. LOAN DOCUMENT PURSUANT TO EXISTING CREDIT
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AGREEMENT. This Amendment No. 2 is a Loan Document executed pursuant
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to the Existing Credit Agreement. Except as expressly amended or
waived hereby, all of the representations, warranties, terms,
covenants and conditions contained in the Existing Credit Agreement
and each other Loan Document shall remain unamended and in full force
and effect. The amendments set forth herein shall be limited
precisely as provided for herein and shall not be deemed to be a
waiver of, amendment of, consent to or modification of any other term
or provision of the Existing Credit Agreement or of any term or
provision of any other Loan Document or of any transaction or further
or future action on the part of the Borrower or any of its
Subsidiaries or which would require the consent of any of the Lenders
under the Existing Credit Agreement or any other Loan Document.
SECTION 7.2. COUNTERPARTS, ETC. This Amendment No. 2 may be
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executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SECTION 7.3. GOVERNING LAW; ENTIRE AGREEMENT. THIS
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AMENDMENT NO. 2 SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be executed by their respective officers hereunto duly
authorized as of the day and year first above written.
OREGON STEEL XXXXX, INC.
By:
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Title:
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FIRST INTERSTATE BANK OF OREGON,
N.A., as Administrative Agent and
Managing Agent
By:
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Title:
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THE BANK OF NOVA SCOTIA, as
Syndication Agent and Managing
Agent
By:
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Title:
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LENDERS
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FIRST INTERSTATE BANK OF OREGON,
N.A.
By:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Title:
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TORONTO DOMINION (TEXAS), INC.
By:
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Title:
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UNITED STATES NATIONAL BANK OF
OREGON
By:
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Title:
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KEY BANK OF WASHINGTON
By:
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Title:
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NBD BANK
By:
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Title:
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THE BANK OF TOKYO, LTD., PORTLAND
BRANCH
By:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Title:
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THE BANK OF CALIFORNIA, N.A.
By:
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Title:
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NATIONSBANK OF TEXAS, N.A.
By:
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Title:
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FUJI BANK, LIMITED
By:
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Title:
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BANK OF AMERICA NT & SA
By:
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Title:
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Acknowledged and Accepted:
CAMROSE PIPE CORPORATION
By:
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Name:
Title:
NEW CF & I, INC.
By:
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Name:
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