EXHIBIT 4.14
AMENDMENT NO. 1 TO PLEDGE AGREEMENT
This AMENDMENT NO. 1 TO PLEDGE 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"), 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
(as amended, 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. Republic, Blue Bar, L.P. and Trustee entered into a certain
Pledge Agreement, dated as of August 16, 2002 (the "Pledge 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 Pledge
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 clause (x) of Article III of the Pledge
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. Clause (x) of Article III of the Pledge
Agreement is hereby amended by inserting a period after the word "hereby" at the
end of such clause and by inserting the following words before the semicolon:
"Notwithstanding the foregoing provisions of this clause (x), 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 clause (x); 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 Pledge Agreement. Except as amended hereby,
the Pledge 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
Pledge 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, Republic Holdings
and the Collateral Agent in this Amendment and the Pledge 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 Pledge 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: President and Chief
Executive Officer
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: Secretary and Treasurer
LASALLE BANK NATIONAL ASSOCIATION,
as Collateral Agent
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: First Vice President
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