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CONFORMED COPY
AMENDMENT NO. 1 dated as of September 30, 1999
(this "Amendment"), to the CREDIT AGREEMENT dated as of
July 16, 1998, 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, to increase from $5,000,000 to
$10,000,000 the annual amount that may be paid by Inland to IINV or its
subsidiaries as management fees.
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. Section 6.06 of the Credit Agreement is hereby
amended by deleting the amount "$5,000,000" set forth in clause (c) thereof and
substituting therefor the amount "$10,000,000".
SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower, Inland, Xxxxxxx and Incoal
represent and warrant to each of the Lenders, the Administrative Agent, the
Issuing Bank and the Collateral Agent that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations
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and warranties expressly relate to an earlier date, and (b) no Default or Event
of Default has occurred and is continuing.
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, the Required Lenders and the
Administrative Agent.
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.
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 reasonable fees, charges and disbursements of Cravath,
Swaine & Xxxxx, counsel for the Administrative Agent.
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SECTION 9. Acknowledgment of IINV. IINV hereby acknowledges receipt and
notice of, and consents to the terms of, this Amendment.
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 Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Secretary
ISPAT INLAND INC.,
by /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President
XXXXXXX TRUCKING COMPANY, INC.,
by /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
INCOAL COMPANY,
by /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
ISPAT INTERNATIONAL N.V.,
by /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
/s/ Xxxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: President and Chief Operating
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: Vice President
by /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Managing Director
AERIES FINANCE-II LTD,
BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Managing Agent,
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
BANK POLSKA KASA OPIEKI SA,
by /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
BANKBOSTON,
by /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
BOEING CAPITAL CORPORATION,
by /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Special Credits Officer
CANADIAN IMPERIAL BANK OF
COMMERCE,
by /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
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COMERICA,
by /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY INC.,
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager
by /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
FREEMONT FINANCIAL CORPORATION,
by /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
INDOSUEZ CAPITAL FUNDING III, LIMITED
INDOSUEZ CAPITAL FUNDING IV, L.P.,
BY: Indosuez Capital as Portfolio Advisor
by /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
KZH SHOSHONE LLC
KZH RIVERSIDE LLC
KZH III LLC
KZH CYPRESSTREE-1 LLC,
by /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
MERCANTILE BANCORPORATION,
by /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.,
BY: Pilgrim Investments, Inc. as its investment
manager
by /s/ X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN)
LTD.,
BY: Pilgrim Investments, Inc. as its investment
manager
by /s/ X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
MONUMENT CAPITAL LTD, as Assignee,
BY Alliance Capital Management L.P. as
Investment Manager
BY Alliance Capital Management Corporation, as
General Partner
by /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST,
by /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
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PACIFICA PARTNERS I, LP,
BY: Imperial Credit Asset Management as its
Investment Manager,
by /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Vice President
PACIFIC LIFE CBO 1998-1 LTD.,
by /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Assistant Vice President
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
PACIFIC REDWOOD CBO LTD.,
by /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
by /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
PACIFIC SELECT HIGH YIELD,
by /s/ Xxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA,
by /s/ B. Xxxx Xxxxx
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Name: B. Xxxx Xxxxx
Title: Vice President
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XXXXXXXX XXXXXX INTERNATIONAL FUND
PCC LIMITED-PROSPECT INTERNATIONAL
DEBT STRATEGY FUND, as Assignee,
BY: PROSPECT STREET STRATEGIC DEBT
MANAGEMENT CO., INC., Investment Advisor
by /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
by /s/ Xxxx X. Xxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
TEXTRON FINANCIAL CORP.,
by /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION,
by /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
XXX XXXXXX CLO I, LIMITED,
BY: XXX XXXXXX MANAGEMENT INC., as
Collateral Manager,
by /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
BY: Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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XXX XXXXXX SENIOR FLOATING RATE
FUND,
BY: Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST,
BY: Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
