EXHIBIT 10.E
AMENDMENT NO. 4 dated as of March 5, 2003 (this
"Amendment"), to the CREDIT AGREEMENT dated as of July 16,
1998 (as amended as of September 30, 1999, March 30, 2001 and
March 1, 2002, 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, 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 and Inland have informed the Administrative Agent that
(i) they intend to replace Inland's existing inventory securitization facility
with a new senior secured credit facility containing terms no less favorable to
Inland than those set forth on Exhibit A hereto (the "Working Capital Facility")
and (ii) Inland has proposed to issue PBGC Subordinated Mortgage Bonds.
C. The Borrower has requested that the Required Lenders agree to amend
the Credit Agreement and to enter into certain other agreements with respect to
certain matters under the Indenture as provided herein.
D. The Required Lenders are willing so to amend the Credit Agreement
and to enter into such agreements, pursuant to the terms and subject to the
conditions set forth herein.
E. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement, as amended hereby.
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. Amendments to Section 1.01 of the Credit Agreement.
Section 1.01 of the Credit Agreement is hereby amended as follows:
(a) The last sentence of the definition of the term "Capital
Expenditures" set forth in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
"Notwithstanding the foregoing, and solely for purposes of determining
compliance with Section 6.11, amounts expended during 2003 to reline
and repair Inland's blast furnace #7 shall not constitute Capital
Expenditures to the extent such amounts do not exceed $90,000,000."
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(b) The definition of the term "Excess Cash Flow" set forth in Section
1.01 of the Credit Agreement is hereby amended by deleting the phrase "by Inland
under its receivables and inventory securitization facilities" from clause (g),
and substituting therefor the phrase "of the types described in Section
6.02(b)(viii) and Section 6.02(b)(ix)."
(c) The definition of the term "Total Debt" set forth in Section 1.01
of the Credit Agreement is hereby amended by (i) deleting the words "and (v)
Indebtedness consisting of borrowings under Inland's receivables and inventory
securitization facilities" and substituting therefor the following:
",(v) Indebtedness of a Securitization Subsidiary Incurred
under Section 6.02(b)(viii) or 6.02(b)(ix)(A) and (vi) Indebtedness
consisting of any series of mortgage bonds issued under the Indenture
or the Subordinated Indenture as collateral and not in respect of
borrowed money, to the extent that the holders thereof do not at the
date of such determination have the right to demand payment thereof"
(d) Section 1.01 of the Credit Agreement is hereby further amended by
inserting the following in the appropriate alphabetical order therein:
"Amendment No. 4" shall mean Amendment No. 4 dated as of March
5, 2003, to this Agreement.
"PBGC Subordinated Mortgage Bonds" shall mean subordinated
mortgage bonds issued under the Subordinated Indenture for the purpose
of satisfying the security requirements of the PBGC.
"Subordinated Indenture" shall mean an indenture made by
Inland to the trustee thereunder and providing for the issuance
thereunder of the PBGC Subordinated Mortgage Bonds; provided that (a)
such indenture does not encumber any property or assets that are not
also encumbered by the Indenture in favor of the holders of the First
Mortgage Bonds and (b) the Lien of such indenture, and the obligation
to pay the PBGC Subordinated Mortgage Bonds issued thereunder, shall be
subordinated to the Lien of the Indenture and the prior payment in full
of the First Mortgage Bonds issued thereunder on terms acceptable to
the Administrative Agent.
"Working Capital Collateral" shall mean (a) the inventory,
spare parts and mobile equipment of Inland and the Restricted
Subsidiaries, whether now owned or hereafter acquired (and the proceeds
thereof and the related books, records and other property incidental
thereto), and (b) the Capital Stock of Ispat Inland Administrative
Service Company and all notes receivable and accounts receivable by
Inland from Ispat Inland Administrative Service Company (and the
proceeds thereof), in each case to the extent pledged under and as more
fully described in the Working Capital Security Documents.
"Working Capital Facility" shall have the meaning assigned to
such term in Amendment No. 4, or any replacement facility Incurred
under Section 6.02(b)(ix)(B) that provides for financing to Inland on
terms that are no less favorable to Inland than those set forth on
Exhibit A to Amendment No. 4.
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"Working Capital Security Documents" shall mean the security
agreement, pledge agreement, intercreditor agreement, including any
letter of direction to the Trustee necessary or desirable, in the
reasonable judgment of the Collateral Agent, to effectuate the
provisions of any intercreditor arrangements, and other agreements or
instruments, if any, entered into in connection with the Working
Capital Facility or any other Indebtedness Incurred pursuant to Section
6.02(b)(ix)(B) and creating, or setting forth the priorities with
respect to, Liens in any or all of the Working Capital Collateral. Any
Working Capital Security Document that creates a Lien in favor of the
Collateral Agent for the benefit of the Secured Parties shall be a
"Security Document" for all purposes of this Agreement and the other
Loan Documents.
SECTION 2. Amendments to Section 5.05 of the Credit Agreement.
Section 5.05 of the Credit Agreement is hereby amended by (i) deleting the word
"and" at the end of paragraph (b) thereof, (ii) deleting the period at the end
of paragraph (c) thereof and substituting "; and" therefor and (iii) adding the
following new paragraph (d):
"(d) the effectiveness of the Working Capital Facility or any
other agreement pursuant to which Indebtedness is Incurred
under Section 6.02(b)(ix)(B) and any amendment of, supplement
to, modification of or replacement or refinancing of the
Working Capital Facility or such other agreement or
Indebtedness, in each case that reduces the advance rates or
the availability thereunder, or increases the interest rates
or fees payable thereunder, or is otherwise adverse to the
interests of Inland or the Lenders."
SECTION 3. Amendments to Section 6.01 of the Credit Agreement.
Section 6.01 of the Credit Agreement is hereby amended as follows:
(a) Section 6.01(j) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(j) Liens on Working Capital Collateral to secure obligations
under or in respect of Indebtedness under a Working Capital
Facility Incurred under Section 6.02(b)(ix)(B), and Liens on
spare parts and mobile equipment constituting Working Capital
Collateral to secure other obligations under or in respect of
other Indebtedness Incurred under Section 6.02(b)(ix)(B);
provided that none of the foregoing Liens shall be permitted
unless (i) there is no outstanding Indebtedness under Section
6.02(b)(ix)(A); (ii) the Obligations are secured by a Lien on
the same Working Capital Collateral which shall be
subordinated to the Lien which secures such Indebtedness on
terms and pursuant to documentation reasonably satisfactory to
the Administrative Agent; (iii) in the case of such
Indebtedness (other than Indebtedness under a Working Capital
Facility), the aggregate amount of the Indebtedness so secured
does not exceed $25,000,000, and the terms of such
Indebtedness are no less favorable to Inland than those set
forth on Exhibit B to Amendment No. 4; and (iv) in the case of
such Indebtedness (other than Indebtedness under a Working
Capital Facility and other than Indebtedness described in
subsection (iii) above), the terms and conditions or such
Indebtedness are, in the reasonable judgment of the
Administrative Agent, not materially less
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favorable to the Lenders than those set forth on Exhibit B to
Amendment No. 4."
(b) Section 6.01 is hereby amended by (i) deleting the word "and" at
the end of paragraph (n), (ii) deleting the period at the end of paragraph (o)
and substituting"; and" therefor and (iii) adding the following new paragraph
(p):
"(p) Liens securing the PBGC Subordinated Mortgage Bonds to
the extent that such Liens exist or arise pursuant to the
Subordinated Indenture."
SECTION 4. Amendments to Section 6.02 of the Credit Agreement.
Section 6.02 of the Credit Agreement is hereby amended as follows:
(a) Section 6.02(b)(ix) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(ix) either (A) Indebtedness of an Inventory Subsidiary, the
proceeds of which are used solely to purchase inventory of
Inland or any of its subsidiaries and to pay related fees and
expenses; provided that such Indebtedness shall be nonrecourse
to the Borrower, Inland and their respective Restricted
Subsidiaries (other than such Inventory Subsidiary) or (B)
Indebtedness of Inland (which may be Guaranteed by any
Restricted Domestic Subsidiary acquired or organized after the
effective date of Amendment No. 4, provided that such
Restricted Domestic Subsidiary also Guarantees the
Obligations) Incurred for working capital purposes and other
general corporate purposes and in an aggregate principal
amount outstanding at any time not to exceed $200,000,000;
provided that such Indebtedness is secured solely by Liens
permitted by Section 6.01(j);"
(b) Section 6.02(b) of the Credit Agreement is hereby further amended
by (i) deleting the word "and" at the end of clause (x) thereof, (ii) deleting
the period at the end of clause (xi) thereof and substituting "; and" therefor
and (iii) adding the following new subsection (xii) at the end of Section
6.02(b):
"(xii) Indebtedness consisting of PBGC Subordinated Mortgage
Bonds issued under the Subordinated Indenture."
(c) Section 6.02(e) of the Credit Agreement is hereby amended by
inserting immediately after the words "other than Section 6.02(b)(i)" contained
in the first parenthetical therein the words "or 6.02(b)(xii)".
SECTION 5. Amendment to Section 6.03 of the Credit Agreement.
Section 6.03(c) of the Credit Agreement is hereby amended by deleting the phrase
"under its receivables and inventory securitization facilities" from clause
(iii) and substituting therefor the phrase "under facilities of the types
described in Section 6.02(b)(viii) and Section 6.02(b)(ix)."
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SECTION 6. Amendment to Section 6.10 of the Credit Agreement.
Section 6.10 of the Credit Agreement is hereby amended by (i) inserting at the
beginning thereof the following words:
"Except for such supplements as are necessary to effectuate the
issuance of mortgage bonds the issuance of which is permitted
under this Agreement,"
and (ii) deleting the word "Enter" and substituting the word "enter" therefor.
SECTION 7. Amendments to Article VII of the Credit Agreement.
Article VII of the Credit Agreement is hereby amended by (i) deleting the word
"or" at the end of paragraphs (j) and (k), (ii) inserting immediately after the
semicolon at the end of paragraph (l) thereof the word "or" and (iii) adding the
following new paragraph (m):
"(m) the Working Capital Facility shall (i) terminate prior to
December 31, 2003 (other than as a result of a refinancing
thereof on terms that provide for substantially similar working
capital financing to Inland) or (ii) be modified in any way if
the effect of such modification is to reduce availability
thereunder at any time during 2003 by more than 20% of the
availability thereunder on the effective date of such Working
Capital Facility;"
SECTION 8. Agreement Regarding Indenture. The Required Lenders
hereby acknowledge and agree that for so long as the Obligations are secured by
a Lien on the Working Capital Collateral to the extent contemplated by this
Amendment, anything in the Indenture to the contrary notwithstanding, the
Lenders shall not be entitled to the benefit of, nor shall they have any rights
with respect to, the provisions of Article Six, Section 4 of the Indenture
insofar as the term "physical property" as used therein could be interpreted to
include Working Capital Collateral.
SECTION 9. Working Capital Security Documents. The Required
Lenders hereby authorize the Administrative Agent and the Collateral Agent to
enter into such documents and agreements, including such of the Working Capital
Security Documents, as they may deem necessary or advisable for effectuating the
transactions contemplated by this Amendment (including any such agreements as
shall be necessary to subordinate the Lien of the Secured Parties in the Working
Capital Collateral to the Lien therein of the lenders under any Working Capital
Facility or other Indebtedness Incurred under Section 6.02(b)(ix)(B) and
permitted by the Credit Agreement) and agree that each of the other parties to
such documents and agreements may conclusively rely as to the authority of the
Administrative Agent and the Collateral Agent on the authorization contained
herein.
SECTION 10. Effectiveness. This Amendment shall become effective
as of the date first written above on the date on which the Administrative Agent
shall have received (i) counterparts of this Amendment that, when taken
together, bear the signatures of the Borrower, the Guarantors and the Required
Lenders and (ii) the Amendment Fee referred to in Section 11 below.
SECTION 11. Amendment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (including Credit Suisse
First
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Boston in its capacity as a Lender) that delivers an executed counterpart of
this Amendment to the Administrative Agent (or its counsel) on or prior to 12:00
(noon), New York City time, on March 5, 2003 (the "Effective Date"), as
consideration for entering into this Amendment, an amendment fee equal to 0.05%
of the aggregate amount of such Lender's outstanding Loans and L/C Exposure
under the Credit Agreement calculated as of the Effective Date. Such amendment
fee shall be payable in immediately available funds on and subject to the
occurrence of the Effective Date.
SECTION 12. 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 he 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 13. 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 14. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
SECTION 16. 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/ X. Xxxxxxx
-----------------------------------------
Name:
Title:
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: Treasurer
INCOAL COMPANY
by /s/ X X XXXXX
-----------------------------------------
Name: X X XxXxx
Title: Treasurer
ISPAT INTERNATIONAL N.V.,
by /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO
