EXHIBIT 10.D
AMENDMENT NO. 3 AND AGREEMENT dated as of March 1, 2002 (this
"Amendment"), to the CREDIT AGREEMENT dated as of July 16, 1998
(as amended as of September 30, 1999 and March 30, 2001, the
"Credit Agreement"), among ISPAT INLAND, L.P., a Delaware limited
partnership (the "Borrower"), ISPAT INLAND INC., a Delaware
corporation formerly named Inland Steel Company ("Inland"),
XXXXXXX TRUCKING COMPANY, INC., a Delaware corporation
("Xxxxxxx"), INCOAL COMPANY, a Delaware corporation ("Incoal"),
the Lenders (as defined in Article I), and CREDIT SUISSE FIRST
BOSTON, a bank organized under the laws of Switzerland, acting
through its New York branch, as issuing bank (in such capacity,
the "Issuing Bank"), and as administrative agent (in such
capacity, the "Administrative Agent") and as collateral agent (in
such capacity, the "Collateral Agent") for the Lenders.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have
extended credit to the Borrower.
B. The Borrower has requested that the Required Lenders agree to amend the
Credit Agreement as provided herein.
C. The Required Lenders are willing so to amend the Credit Agreement,
pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Article VII of the Credit Agreement. Paragraph
(f) of Article VII of the Credit Agreement is hereby amended by adding after the
semicolon at the end thereof the following:
"provided, however, that if none of the primary obligors on such
Indebtedness (which, for purposes of this proviso, shall not include any
guarantor thereof or any joint obligor thereon that is not the primary
borrower) is a Loan Party or a Restricted Subsidiary, then any such failure
referred to in clause (i) or (ii) above shall not constitute a Default or an
Event of Default unless and until (x) such Indebtedness is Guaranteed by any
Loan Party or any Restricted Subsidiary (or any Loan Party or any Restricted
Subsidiary otherwise is or becomes obligated on such Indebtedness), (y) the
holder or holders of such Indebtedness or a trustee on its or their behalf
shall notify the Loan Party or Restricted Subsidiary providing such
Guarantee (or being so obligated) that payment is due thereunder or shall
take any
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other action against such Loan Party or Restricted Subsidiary to enforce or
collect the same and (z) Lenders having Loans and L/C Exposure representing
at least 66-2/3% of the sum of all Loans outstanding and L/C Exposure in
their sole discretion shall notify the Borrower that an Event of Default has
occurred hereunder;"
SECTION 2. Agreements. In addition to, and without limiting the other
reporting obligations of IINV or the Borrower and Inland under the IINV
Guarantee and the Credit Agreement, respectively, IINV hereby agrees, for the
benefit of the Lenders, the Issuing Bank, the Administrative Agent and the
Collateral Agent, that (a) IINV shall notify the Administrative Agent
immediately upon the occurrence of any event that constitutes (or, upon the
giving of notice by the Required Lenders, would constitute) an Event of Default
described in paragraph (f) of Article VII of the Credit Agreement; (b) IINV
shall notify the Administrative Agent immediately upon IINV's incurrence or
Guarantee of any Indebtedness after the date hereof; and (c) within 30 days
following the end of each fiscal quarter of IINV, IINV shall prepare and provide
to the Administrative Agent a reasonably detailed schedule identifying and
showing the amount of all outstanding Indebtedness issued or Guaranteed by IINV
as of the last day of such fiscal quarter.
SECTION 3. Effectiveness. This Amendment shall become effective as of
the date first written above on the date on which the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, the Guarantors and the Required Lenders.
SECTION 4. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Issuing Bank, the Collateral Agent or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement, as modified
hereby. This Amendment shall constitute a "Loan Document" for all purposes of
the Credit Agreement and the other Loan Documents.
SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SECTION 7. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
ISPAT INLAND, L.P., by 0000-0000 XXXXXX, INC.,
its general partner,
by /s/ Xxxxxxx Xx Xxxxx
-----------------------------------------
Name: Xxxxxxx XxXxxxx
Title: Secretary
ISPAT INLAND INC.,
by /s/ X.X. XxXxx
-----------------------------------------
Name: X.X. XxXxx
Title: Treasurer
XXXXXXX TRUCKING COMPANY, INC.,
by /s/ X.X. XxXxx
-----------------------------------------
Name: X.X. XxXxx
Title: Vice President & Assistant Treasurer
INCOAL COMPANY,
by /s/ X.X. XxXxx
-----------------------------------------
Name: X.X. XxXxx
Title: Treasurer
ISPAT INTERNATIONAL N.V.,
by /s/ Xxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Operating Officer
by /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
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CREDIT SUISSE FIRST BOSTON, individually, and
as Administrative Agent, Collateral Agent and
Issuing Bank,
by /s/ Xxxxxx Xxxx
-----------------------------------------
Name: Xxxxxx Xxxx
Title: Director
by /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director
ADDISON CDO, LIMITED (ACCT 1279),
By: Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
AERIES FINANCE-II LTD.,
By: INVESCO Senior Secured Management, Inc. As
Sub-Managing Agent
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AMARA-1 FINANCE, LTD.,
By: INVESCO Senior Secured Management, Inc. As
Sub-advisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AMARA-2 FINANCE, LTD.,
By: INVESCO Senior Secured Management, Inc. As
Sub-advisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
6
ATHENA CDO, LIMITED (ACCT 1277),
By: Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
AVALON CAPITAL LTD.,
By: INVESCO Senior Secured Management, Inc. As
Portfolio Manager
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2,
By: INVESCO Senior Secured Management, Inc. As
Portfolio Manager
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
CAPTIVA FINANCE LTD.,
by /s/ Xxxx Xxxx
-----------------------------------------
Name: Xxxx Xxxx
Title: Director
CAPTIVA FINANCE II LTD.,
by /s/ Xxxx Xxxx
-----------------------------------------
Name: Xxxx Xxxx
Title: Director
CAPTIVA III FINANCE LTD. (ACCT 275),
as advised by Pacific Investment Management
Company LLC
by /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
7
CAPTIVA IV FINANCE LTD. (ACCT 1275),
as advised by Pacific Investment Management
Company LLC
by /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
CATALINA CDO LTD. (ACCT 1287),
By: Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
CERES FINANCE LTD.,
By: INVESCO Senior Secured Management, Inc. As
Sub-Managing Agent
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
CITIBANK, NA,
by /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
by /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Investment Analyst
CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
by /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Investment Analyst
8
DEBT STRATEGIES FUND, INC.,
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
DELANO COMPANY (ACCT 274),
By: Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
ELT LTD.,
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
FIRST ALLMERICA FINANCIAL LIFE INS CO.,
by /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Investment Analyst
GALAXY CLO 1999-1 LTD.,
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
HARCH CLO I, LTD.,
by /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
INDOSUEZ CAPITAL FUNDING IIA, LIMITED,
By: Indosuez Capital as Portfolio Advisor
by /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Principal
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INDOSUEZ CAPITAL FUNDING III, LIMITED,
By: Indosuez Capital as Portfolio Advisor
by /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Principal
INDOSUEZ CAPITAL FUNDING VI, LIMITED,
By: Indosuez Capital as Collateral Manager
by /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Principal
INDOSUEZ CAPITAL FUNDING IV, L.P.,
By: RBC Leveraged Capital as Portfolio Advisor
by /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
JISSEKIKUN FUNDING, LTD. (ACCT 1288),
By: Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
KZH CYPRESSTREE-1 LLC,
by /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH RIVERSIDE LLC,
by /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
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KZH SHOSHONE LLC,
by /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH SOLEIL-2 LLC,
by /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND,
By: Xxxxx Xxx & Farnham Incorporated, as
Advisor
by /s/ Xxxxx X. Good
-----------------------------------------
Name: Xxxxx X. Good
Title: Senior Vice President &
Portfolio Manager
LONGHORN CDO (CAYMAN) LTD,
By: Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: BANK
LOAN INCOME PORTFOLIO,
By: Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: INCOME
STRATEGIES PORTFOLIO,
By: Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
11
XXXXXXX XXXXX PRIME RATE PORTFOLIO,
By: Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
ML CBO IV (CAYMAN) LTD,
By: Highland Capital Management, L.P. As
Collateral Manager
by /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,
By: ING Investments, LLC as its investment
manager
by /s/ Xxxxxxx X. XxXxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
By: ING Investments, LLC as its investment
manager
by /s/ Xxxxxxx X. XxXxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
12
ML CLO XIX STERLING (CAYMAN) LTD.,
By: Highland Capital Management, L.P. (as
successor in interest to Sterling Asset Manager
LLC)
by /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
XXXXXX XXXXXXX PRIME INCOME TRUST,
by /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
MUIRFIELD TRADING LLC,
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1,
LTD.,
By: INVESCO Senior Secured Management, Inc. As
Subadvisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
OLYMPIC FUNDING TRUST SERIES 1999-1,
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
PACIFICA PARTNERS I, L.P.,
By: Imperial Credit Asset Mgmt As its
Investment Manager
by /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
13
XXX CAPITAL FUNDING L.P.,
By: Highland Capital Management, L.P. As
Collateral Manager
by /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
ROYALTON COMPANY (ACCT 280),
By: Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
XXXXXXX FLOATING RATE FUND,
by /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
SENIOR HIGH INCOME PORTFOLIO, INC.
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
SEQUILS-CUMBERLAND I, LTD.,
By: Deerfield Capital Management LLC as its
Collateral Manager
by /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
SRF 2000 LLC,
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
14
XXXXXXXXX ARBITRAGE CDO, LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX CLO LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY,
by /s/ Xxxxx X. Good
-----------------------------------------
Name: Xxxxx X. Good
Title: Senior Vice President
STRATA FUNDING LTD.,
By: INVESCO Senior Secured Management, Inc. As
Sub-Managing Agent
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
TEXTRON FINANCIAL CORPORATION,
by /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
15
TRANSAMERICA BUSINESS CAPITAL CORPORATION (AS
SUCCESSOR TO TRANSAMERICA BUSINESS CREDIT
CORPORATION),
by /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
US BANK NATIONAL ASSOCIATION,
by /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XXX XXXXXX CLO I, LIMITED,
By: Xxx Xxxxxx Investment Advisory Corp. As
Collateral Manager
by /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED,
By: Xxx Xxxxxx Investment Advisory Corp. As
Collateral Manager
by /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX SENIOR FLOATING RATE FUND,
By: Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
16
XXX XXXXXX SENIOR INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
WESTPAC BANKING CORP - OSPREY INVESTMENTS,
by /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
WINDSOR LOAN FUNDING, LIMITED,
By: Xxxxxxxxx Capital Partners LLC as its
Investment Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
