Amendment No. 1 to Subordinated Credit Agreement among National Steel Corporation, National Steel Pellet Corporation, and NUF LLC

Summary

This amendment updates the Subordinated Credit Agreement between National Steel Corporation (the borrower), National Steel Pellet Corporation (the guarantor), and NUF LLC (the lender). It introduces new definitions, modifies asset sale restrictions, and adds a schedule for certain assets. The amendment becomes effective once specific conditions are met, including the effectiveness of a related senior credit agreement amendment, confirmation of representations and warranties, and payment of fees. The parties confirm that no default exists and that all legal requirements are satisfied for the amendment to take effect.

EX-10.C 5 dex10c.txt AMENDMENT NO.1 TO SUBORDIANTED CREDIT AGREEMENT Exhibit 10-C Amendment No. 1 to Subordinated Credit Agreement Amendment No. 1 (this "Amendment"), dated as of May 14, 2001, by and among National Steel Corporation (the "Borrower"), National Steel Pellet Corporation (the "Guarantor") and NUF LLC (the "Lender") to that certain Subordinated Credit Agreement dated as of February 28, 2001 by and among the Borrower and the Lender (such Subordinated Credit Agreement, as heretofore amended, the "Subordinated Credit Agreement"). W i t n e s s e t h: Whereas, the Borrower and the Lender are parties to the Subordinated Credit Agreement; and Whereas, pursuant to the Section 10.1 of the Subordinated Credit Agreement and in anticipation of Amendment No. 5 to the Senior Credit Agreement the parties hereto wish to amend the terms of the Subordinated Credit Agreement as set forth herein; Now, Therefore, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1. Defined Terms. Capitalized terms used herein but not defined herein shall have the definition given to them in the Subordinated Credit Agreement. Section 2. Amendments. The Subordinated Credit Agreement is, effective as of the Amendment Effective Date, amended as follows: (a) Amendments to Article I (Definitions, Interpretation and Accounting Terms) (1) A definition of "Amendment Effective Date" is hereby inserted in Section 1.1 (Defined Terms) of the Subordinated Credit Agreement immediately prior to the definition of "Applicable Margin" to read in its entirety as follows: "Amendment Effective Date" means the date on which all conditions of effectiveness set forth in Section 3 of Amendment No. 1 to this Agreement, dated as of May 14, 2001, among the Borrower, the Guarantor and the Lender shall be satisfied. Amendment No. 1 to Subordinated Credit Agreement National Steel Corporation (2) A definition of "Granite City Assets" is hereby inserted in Section 1.1 (Defined Terms) of the Subordinated Credit Agreement immediately prior to the definition of "Guarantor" to read in its entirety as follows: "Granite City Assets" means the "Equipment," "Inventory," "Trademarks" and "Other Assets," each as defined in Schedule 7.7 (Granite City Assets), having an aggregate Fair Market Value for all such assets not in excess of $3,000,000. (b) Amendment to Article VII (Negative Covenants). (1) Clause (a) of Section 7.7 (Sale of Assets) of the Subordinated Credit Agreement is hereby amended and restated in its entirety to read as follows: "(a) The Borrower will not, and will not permit any of its Material Subsidiaries to, engage in any Asset Sale, except, (i) the sale of Accounts and certain related property pursuant to the Receivables Purchase Facility to the extent permitted under the Intercreditor Agreement, (ii) any Asset Sale permitted under Section 4.08 (Limitation on Sale of Mortgaged Property) or (other than an Asset Sale involving any Collateral) Section 4.10 (Limitation on Sale of Assets Other than Mortgaged Property) of the Indenture, and (iii) as long as no Default or Event of Default is continuing or would result therefrom, the sale of the Granite City Assets for Fair Market Value, payable in cash upon such sale; provided, however, that with respect to such sale of Granite City Assets, (x) the aggregate consideration received for such sale shall not exceed $3,000,000 and (y) all Net Cash Proceeds of such sale, other than Net Cash Proceeds from the sale of "Equipment" set forth on and as defined in Schedule 7.7 (Granite City Assets), are applied to the prepayment of the Senior Loan Obligations to the extent required by Section 2.9 (Mandatory Prepayments) of the Senior Credit Agreement." (c) Amendment to Schedules. (1) A new Schedule 7.7 (Granite City Assets) is hereby added to the Subordinated Credit Agreement to read in its entirety as set forth in Exhibit A hereto. Section 3. Conditions of Effectiveness. This Amendment No. 1 shall become effective when, and only when, each of the following conditions shall have been satisfied or duly waived by the Lender (the "Amendment Effective Date"): (a) Amendment No. 5 to the Senior Credit Agreement. All conditions precedent to the effectiveness of Amendment No. 5 to the Senior Credit Agreement, other than the execution and delivery of this Amendment, shall have been satisfied or duly waived by the Administrative Agent. -2- Amendment No. 1 to Subordinated Credit Agreement National Steel Corporation (b) Representations and Warranties. Each of the representations and warranties contained in Article IV (Representations and Warranties) of the Subordinated Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith are true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date, except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the "Subordinated Credit Agreement" shall be deemed to include this Amendment; (c) Corporate and Other Proceedings. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Lender. (d) No Event of Default. No Event of Default or Default shall have occurred and be continuing on the Amendment Effective Date. (e) Fees and Expenses Paid. On the Amendment Effective Date the Borrower shall have paid all reasonable costs and expenses of the Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith, including the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and all other Loan Documents and payment of all costs, expenses and fees due under any Loan Document. Section 4. Representations and Warranties. On and as of the Amendment Effective Date, after giving effect to this Amendment No. 1, the Borrower hereby represents and warrants to the Lender as follows: (a) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms; (b) Neither this Amendment nor the consummation of the transactions contemplated hereunder constitute a breach of the Indenture or the Receivables Purchase Facility; (c) Each of the representations and warranties set forth in Article IV (Representations and Warranties) of the Subordinated Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically relate to a specific date, in which case the representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the " Subordinated Credit Agreement" shall be deemed to include this Amendment; and -3- Amendment No. 1 To Subordinated Credit Agreement National Steel Corporation (d) No Default or Event of Default has occurred and is continuing. Section 5. Reference to the Effect on the Loan Documents. (a) As of the Amendment Effective Date, on and after the date hereof, each reference in the Subordinated Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference in the other Loan Documents to the Subordinated Credit Agreement, shall mean and be a reference to the Subordinated Credit Agreement as amended hereby, and this Amendment and the Subordinated Credit Agreement shall be read together and construed as a single instrument. The table of contents, signature pages and list of Exhibits and Schedules of the Subordinated Credit Agreement shall be modified to reflect the changes made in this Amendment. (b) Except as specifically amended herein, the Subordinated Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) This Amendment is a Loan Document. Section 6. Guarantor Consent. The Guarantor hereby consents to, and agrees to be bound by, the terms of the Subordinated Credit Agreement as amended hereby and agrees that the terms of this Amendment shall not affect in any way its obligations and liabilities under the Loan Documents, all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed. Section 7. Execution in Counterparts. This Amendment No. 1 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 to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. Section 8. Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the law of the State of New York. Section 9. Headings. Section headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose. [Signature Page Follows] -4- Amendment No. 1 To Subordinated Credit Agreement National Steel Corporation In Witness Whereof, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first above written. Borrower: National Steel Corporation By: /s/ William E. McDonough -------------------------- Name: William E. McDonough Title: Treasurer Amendment No. 1 To Subordinated Credit Agreement National Steel Corporation Lender: NUF LLC By: /s/ Mineo Shimura ------------------- Name: Mineo Shimura Title: President Amendment No. 1 To Subordinated Credit Agreement National Steel Corporation Guarantor: Acknowledged and Agreed as of the date first above written National Steel Pellet Company By: /s/ William E. McDonough ------------------------- Name: William E. McDonough Title: Treasurer