Exhibit 4(d)
CONFORMED COPY
AMENDED AND RESTATED INVENTORY CREDIT AGREEMENT
AMENDED AND RESTATED INVENTORY CREDIT AGREEMENT dated as of
June 17, 1999 among BETHLEHEM STEEL CORPORATION, the Lenders listed on
the signature pages hereof and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent and Structuring and Collateral Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into an
Inventory Credit Agreement dated as of September 12, 1995, which was
amended and restated by an Amended and Restated Inventory Credit
Agreement dated as of June 5, 1997 and an Amended and Restated
Inventory Credit Agreement dated as of June 19, 1998 (as so amended
and restated, the "Agreement"), and
WHEREAS, the parties hereto desire to amend the Agreement to
increase the aggregate Commitments (as defined in the Agreement) from
$260,000,000 to $320,000,00 and to restate the Agreement in its
entirety to read as set forth in the Agreement with the amendments
specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
-----------------------
specifically defined herein, each capitalized term used herein which
is defined in the Agreement shall have the meaning assigned to such
term in the Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the effective date
hereof refer to the Agreement as amended and restated hereby.
SECTION 2. Amendments to Definitions. Section 1.1 of the
-------------------------
Agreement is amended as follows:
(i) The definition of "Borrower's 1997 Form 10-K" is amended
by replacing "1997" in each place where it appears with "1998".
(ii) The definition of "Borrower's Latest Form 10-Q" is
amended by replacing "1998" with "1999".
(iii) The definition of "Eligible Inventories" is amended by
replacing "1997" with "1998".
(iv) The definition of "Borrowing Base" is amended by
changing clause (x) therein to read as follows:
"(x) the Borrowing Base shall at no time exceed an
amount equal to the product of 1.4 times the Receivables
Maximum Purchase Price at such time."
(v) Clause (i) of the definition of "Commitment" is
superceded by the provisions of Section 5 of this Amendment and
Restatement.
SECTION 3. Amendment to Conditions to Borrowings. Section
-------------------------------------
3.2(c) of the Agreement is amended by changing clause (ii) therein to
read as follows:
"(ii) the product of 1.4 times the Receivables Maximum
Purchase Price;"
SECTION 4. Updated and Amended Representations. (a) Each
-----------------------------------
reference to "1997" in Section 4.4(a) of the Agreement is changed to
"1998".
(b) Each reference to "March 31, 1998" in Section 4.4 of the
Agreement is changed to "March 31, 1999".
(c) Article 4 of the Agreement is amended by adding thereto a
new Section 4.10 reading as follows:
Section 4.10. Year 2000. The Borrower represents and
warrants that the computer applications of the Borrower
material to the conduct of its businesses and operations,
considered as a whole, recognize and perform date sensitive
functions involving dates prior to and after December 31,
1999.
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SECTION 5. Changes in Commitments. With effect from and
----------------------
including the 1999 Effective Date (as defined in Section 8 of this
Amendment and Restatement), (i) each Person listed on the signature
pages hereof that is not a party to the Agreement (a "New Lender")
shall become a Lender party to the Agreement and (ii) the Commitment
of each Lender shall be the amount set forth opposite the name of such
Lender on the signature pages hereof. The calculation of accrued Fees
payable to each Lender on the first Quarterly Date or other date after
the 1999 Effective Date on which Fees are payable shall reflect any
additions to and changes in the Commitments of the Lenders made
pursuant to this Section 5 and, notwithstanding the provisions of
Section 2.13 of the Agreement, shall be paid to each Lender
accordingly. If Loans are outstanding on the 1999 Effective Date and,
as a result of additions to and changes in the Commitments of the
Lenders, such Loans are not held by the Lenders ratably in proportion
to their Commitments, the Lenders (including New Lenders) shall, as
appropriate, buy and sell such Loans such that, after giving effect to
such purchases, such Loans are held ratably, and Section 2.14 of the
Agreement shall apply to any such purchases.
SECTION 6. Representations and Warranties. The Borrower
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hereby represents and warrants that as of the 1999 Effective Date
(after giving effect hereto):
(a) no Default, Increased Coverage Event or Potential
Termination Event or Termination Event (as such latter two terms are
defined in the Receivables Purchase Agreement) will have occurred and
be continuing;and
(b) each representation and warranty of the Borrower set
forth in the Agreement, after giving effect to this Amendment and
Restatement, will be true and correct.
SECTION 7. Governing Law. This Amendment and Restatement
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shall be governed by and construed in accordance with the laws of the
State of New York.
SECTION 8. Counterparts; Effectiveness. This Amendment and
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Restatement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment and
Restatement shall become effective as of the date (the "1999 Effective
Date", which must be not later than June 30, 1999) on which each of
the following conditions shall have been satisfied:
(i) receipt by the Administrative Agent of duly executed
counterparts hereof signed by each of the parties hereto (or,
in the case of any Lender as to which an executed counterpart
shall not have been
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received, the Agent shall have received telegraphic, telex or other
written confirmation from such Lender of execution of a counterpart
hereof by such Lender) with the endorsed acknowledgment and agreement
of each Special Purpose Member, as provided on the signature pages
hereof;
(ii) receipt by the Administrative Agent of Notes for the New
Lenders;
(iii) receipt by the Administrative Agent of (x) a
certificate of the secretary or an assistant secretary of the Borrower
certifying as of the 1999 Effective Date (A) as to no amendments to
the certificate of incorporation or By-laws of the Borrower and (B) as
to no liquidation or dissolution proceeding; (y) the certificate of
incorporation of the Borrower certified as of a date reasonably near
the 1999 Effective Date by the Secretary of State of the State of
Delaware; and (z) a good standing certificate for the Borrower issued
by the Secretary of State of the State of Delaware, dated a date
reasonably near the 1999 Effective Date;
(iv) receipt by the Administrative Agent of opinions of
counsel reasonably satisfactory to the Administrative Agent;
(v) receipt by the Administrative Agent of a certificate
dated the 1999 Effective Date signed by the Chief Financial Officer,
Treasurer or Controller of the Borrower as to the accuracy of the
representations and warranties set forth in Section 6 of this
Amendment and Restatement;
(vi) receipt by the Administrative Agent for the account of
each Lender of an amendment fee in an amount equal to 0.1% of such
Lender's Commitment as set forth on the signature pages hereto; and
(vii) the Amendment and Restatement dated as of June 17, 1999
of the Receivables Purchase Agreement shall have become, or
concurrently shall become, effective.
The Administrative Agent shall promptly notify the Borrower and the
Lenders of the effectiveness of this Amendment and Restatement, and
such notice shall be conclusive and binding on all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed by their respective
authorized officers as of the day and year first above written.
BETHLEHEM STEEL CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------------------
Title: EVP, Chief Financial Officer
and Treasurer
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
ACKNOWLEDGED AND AGREED:
BETHLEHEM STEEL CREDIT AFFILIATE ONE, INC.
By /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------
Title: Authorized Agent
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: X.X. Xxxxxxxx, President
BETHLEHEM STEEL CREDIT AFFILIATE TWO, INC.
By /s/ Xxxx X. Xxxxxxxxxxx
--------------------------------------
Title: Authorized Agent
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: X.X. Xxxxxxxx, President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
as Administrative Agent,
Structuring and Collateral Agent,
and L/C Issuing Bank
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: Vice President
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone:
Facsimile:
Attention:
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
THE CHASE MANHATTAN BANK,
as L/C Issuing Bank
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., as L/C Issuing Bank
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Title: Deputy General Manager
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $38,787,878.79 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $28,166,666.67 THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Title: Deputy General Manager
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $29,090,909.09 THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $24,242,424.24 FIRST UNION NATIONAL BANK
(successor to Corestates Bank, N.A. )
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $24,242,424.24 THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $24,242,424.24 UBS AG, Stamford Branch
By: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------
Title: Director
By: /s/ Xxxxx Xxxxxxx
--------------------------
Title:
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $21,818,181.81 THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $38,787,878.79 BANK OF AMERICA NT & SA
By: /s/ Xxxxxx Xxxxx
--------------------------
Title: Senior Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $17,893,939.40 SALOMON BROTHERS HOLDING
COMPANY INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Title: Managing Director
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $14,545,454.55 CIETE GENERALE
By: /s/Xxxxxx X. Xxxxxxx
--------------------------
Title: Director
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $12,121,212.12 BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC. (as
assignee from Bank Austria AG)
By: /s/ Xxx Xxxx
--------------------------
Title: Vice President
By: /s/ Xxxxxxxx X. Xxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $12,121,212.12 SUMMIT BANK
By: /s/ Xxxxx X. Xxxxxxx
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Title: Regional Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $12,121,212.12 THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By: /s/ C. Xxxxxxx Xxxxxxx
--------------------------
Title: Senior Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $12,121,212.12 WILMINGTON TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Title: Vice President
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Signature page to June 17, 1999 Bethlehem Steel
Amended and Restated Inventory Credit Agreement
Commitment: $9,696,969.70 THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Xxxx Xxxxx
--------------------------
Title: Senior Vice President
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