Amendment No. 3 to Credit Agreement among Ispat Inland, L.P., Affiliates, and Credit Suisse First Boston

Summary

This amendment, dated March 1, 2002, modifies the existing Credit Agreement originally dated July 16, 1998, between Ispat Inland, L.P., its affiliates, and Credit Suisse First Boston, acting as administrative and collateral agent for the lenders. The amendment updates certain default provisions and reporting requirements related to indebtedness and guarantees. It becomes effective once signed by all required parties and does not otherwise alter the original agreement. The amendment is governed by New York law and requires the borrower to cover related administrative expenses.

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EX-10.D 4 c68951ex10-d.txt AMENDMENT #3 TO THE CREDIT AGREEMENT 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"), BURNHAM TRUCKING COMPANY, INC., a Delaware corporation ("Burnham"), 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 2 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. 3 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 & Moore, counsel for the Administrative Agent. 4 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 9064-4816 QUEBEC, INC., its general partner, by /s/ Richard Le Blanc ----------------------------------------- Name: Richard LeBlanc Title: Secretary ISPAT INLAND INC., by /s/ T.A. McCue ----------------------------------------- Name: T.A. McCue Title: Treasurer BURNHAM TRUCKING COMPANY, INC., by /s/ T.A. McCue ----------------------------------------- Name: T.A. McCue Title: Vice President & Assistant Treasurer INCOAL COMPANY, by /s/ T.A. McCue ----------------------------------------- Name: T.A. McCue Title: Treasurer ISPAT INTERNATIONAL N.V., by /s/ Malay Mukherjee ----------------------------------------- Name: Malay Mukherjee Title: Chief Operating Officer by /s/ Bhikam C. Agarwal ----------------------------------------- Name: Bhikam C. Agarwal Title: Chief Financial Officer 5 CREDIT SUISSE FIRST BOSTON, individually, and as Administrative Agent, Collateral Agent and Issuing Bank, by /s/ Robert Hetu ----------------------------------------- Name: Robert Hetu Title: Director by /s/ Mark E. Gleason ----------------------------------------- Name: Mark E. Gleason Title: Director ADDISON CDO, LIMITED (ACCT 1279), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President AERIES FINANCE-II LTD., By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AMARA-1 FINANCE, LTD., By: INVESCO Senior Secured Management, Inc. As Sub-advisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AMARA-2 FINANCE, LTD., By: INVESCO Senior Secured Management, Inc. As Sub-advisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 6 ATHENA CDO, LIMITED (ACCT 1277), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President AVALON CAPITAL LTD., By: INVESCO Senior Secured Management, Inc. As Portfolio Manager by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD. 2, By: INVESCO Senior Secured Management, Inc. As Portfolio Manager by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory CAPTIVA FINANCE LTD., by /s/ Paul Cope ----------------------------------------- Name: Paul Cope Title: Director CAPTIVA FINANCE II LTD., by /s/ Paul Cope ----------------------------------------- Name: Paul Cope Title: Director CAPTIVA III FINANCE LTD. (ACCT 275), as advised by Pacific Investment Management Company LLC by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director 7 CAPTIVA IV FINANCE LTD. (ACCT 1275), as advised by Pacific Investment Management Company LLC by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director CATALINA CDO LTD. (ACCT 1287), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President CERES FINANCE LTD., By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory CITIBANK, NA, by /s/ Brian L. Johnson ----------------------------------------- Name: Brian L. Johnson Title: Managing Director CYPRESSTREE INVESTMENT PARTNERS I, LTD., by /s/ Peter M. Campo ----------------------------------------- Name: Peter M. Campo Title: Investment Analyst CYPRESSTREE INVESTMENT PARTNERS II, LTD., by /s/ Peter M. Campo ----------------------------------------- Name: Peter M. Campo Title: Investment Analyst 8 DEBT STRATEGIES FUND, INC., by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory DELANO COMPANY (ACCT 274), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President ELT LTD., by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Authorized Agent FIRST ALLMERICA FINANCIAL LIFE INS CO., by /s/ Peter M. Campo ----------------------------------------- Name: Peter M. Campo Title: Investment Analyst GALAXY CLO 1999-1 LTD., by /s/ Thomas G. Brandt ----------------------------------------- Name: Thomas G. Brandt Title: Managing Director HARCH CLO I, LTD., by /s/ Michael E. Lewitt ----------------------------------------- Name: Michael E. Lewitt Title: Authorized Signatory INDOSUEZ CAPITAL FUNDING IIA, LIMITED, By: Indosuez Capital as Portfolio Advisor by /s/ Jack C. Henry ----------------------------------------- Name: Jack C. Henry Title: Principal 9 INDOSUEZ CAPITAL FUNDING III, LIMITED, By: Indosuez Capital as Portfolio Advisor by /s/ Jack C. Henry ----------------------------------------- Name: Jack C. Henry Title: Principal INDOSUEZ CAPITAL FUNDING VI, LIMITED, By: Indosuez Capital as Collateral Manager by /s/ Jack C. Henry ----------------------------------------- Name: Jack C. Henry Title: Principal INDOSUEZ CAPITAL FUNDING IV, L.P., By: RBC Leveraged Capital as Portfolio Advisor by /s/ Melissa Marano ----------------------------------------- Name: Melissa Marano Title: Director JISSEKIKUN FUNDING, LTD. (ACCT 1288), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President KZH CYPRESSTREE-1 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH RIVERSIDE LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent 10 KZH SHOSHONE LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH SOLEIL-2 LLC, by /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, By: Stein Roe & Farnham Incorporated, as Advisor by /s/ Brian W. Good ----------------------------------------- Name: Brian W. Good Title: Senior Vice President & Portfolio Manager LONGHORN CDO (CAYMAN) LTD, By: Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO, By: Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO, By: Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory 11 MERRILL LYNCH PRIME RATE PORTFOLIO, By: Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory ML CBO IV (CAYMAN) LTD, By: Highland Capital Management, L.P. As Collateral Manager by /s/ Louis Koven ----------------------------------------- Name: Louis Koven Title: Executive Vice President ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager by /s/ Charles E. LeMieux ----------------------------------------- Name: Charles E. LeMieux Title: Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager by /s/ Charles E. LeMieux ----------------------------------------- Name: Charles E. LeMieux 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/ Louis Koven ----------------------------------------- Name: Louis Koven Title: Executive Vice President MORGAN STANLEY PRIME INCOME TRUST, by /s/ Peter Gewirtz ----------------------------------------- Name: Peter Gewirtz Title: Vice President MUIRFIELD TRADING LLC, by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Assistant Vice President OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD., By: INVESCO Senior Secured Management, Inc. As Subadvisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory OLYMPIC FUNDING TRUST SERIES 1999-1, by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Assistant Vice President PACIFICA PARTNERS I, L.P., By: Imperial Credit Asset Mgmt As its Investment Manager by /s/ Sean R. Walker ----------------------------------------- Name: Sean R. Walker Title: Vice President 13 PAM CAPITAL FUNDING L.P., By: Highland Capital Management, L.P. As Collateral Manager by /s/ Louis Koven ----------------------------------------- Name: Louis Koven Title: Executive Vice President ROYALTON COMPANY (ACCT 280), By: Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President SCUDDER FLOATING RATE FUND, by /s/ Kelly Babson ----------------------------------------- Name: Kelly Babson Title: Managing Director SENIOR HIGH INCOME PORTFOLIO, INC. by /s/ Warren Hymson ----------------------------------------- Name: Warren Hymson Title: Authorized Signatory SEQUILS-CUMBERLAND I, LTD., By: Deerfield Capital Management LLC as its Collateral Manager by /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President SRF 2000 LLC, by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Assistant Vice President 14 STANFIELD ARBITRAGE CDO, LTD., By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner STANFIELD CLO LTD., By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner STANFIELD/RMF TRANSATLANTIC CDO LTD., By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, by /s/ Brian W. Good ----------------------------------------- Name: Brian W. Good Title: Senior Vice President STRATA FUNDING LTD., By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory TEXTRON FINANCIAL CORPORATION, by /s/ Matthew J. Colgan ----------------------------------------- Name: Matthew J. Colgan Title: Director 15 TRANSAMERICA BUSINESS CAPITAL CORPORATION (AS SUCCESSOR TO TRANSAMERICA BUSINESS CREDIT CORPORATION), by /s/ Steve Goetschius ----------------------------------------- Name: Steve Goetschius Title: Senior Vice President US BANK NATIONAL ASSOCIATION, by /s/ Daniel J. Falstad ----------------------------------------- Name: Daniel J. Falstad Title: Vice President VAN KAMPEN CLO I, LIMITED, By: Van Kampen Investment Advisory Corp. As Collateral Manager by /s/ Christina Jamieson ----------------------------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN CLO II, LIMITED, By: Van Kampen Investment Advisory Corp. As Collateral Manager by /s/ Christina Jamieson ----------------------------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST, By: Van Kampen Investment Advisory Corp. by /s/ Christina Jamieson ----------------------------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN SENIOR FLOATING RATE FUND, By: Van Kampen Investment Advisory Corp. by /s/ Christina Jamieson ----------------------------------------- Name: Christina Jamieson Title: Vice President 16 VAN KAMPEN SENIOR INCOME TRUST, By: Van Kampen Investment Advisory Corp. by /s/ Christina Jamieson ----------------------------------------- Name: Christina Jamieson Title: Vice President WESTPAC BANKING CORP - OSPREY INVESTMENTS, by /s/ Lance Vassarotti ----------------------------------------- Name: Lance Vassarotti Title: Vice President WINDSOR LOAN FUNDING, LIMITED, By: Stanfield Capital Partners LLC as its Investment Manager by /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner