EXHIBIT 10.30
AMENDMENT, dated as of December 31, 1996 (this "AMENDMENT"), to the
Credit Agreement, dated as of June 28, 1989, as amended and restated through
June 1, 1995 (as further amended, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), by and among BAYOU STEEL CORPORATION, a
Delaware corporation (the "BORROWER"), the several banks and other financial
institutions from time to time parties thereto (the "LENDERS") and THE CHASE
MANHATTAN BANK ("CHASE"), as agent for the Lenders (in such capacity, the
"AGENT").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrower;
WHEREAS, the Borrower has requested the Agent and the Lenders to
amend the Credit Agreement, INTER ALIA, to decrease the Interest Expense
Coverage Ratio for the first and second quarters of Fiscal Year 1997 from 1.70
to 1.00 to 1.60 to 1.00; and
WHEREAS, the Agent and the Lenders are willing to amend
the Credit Agreement in the manner provided for herein;
NOW, THEREFORE, in consideration of the premises contained herein,
the parties hereto agree as follows:
I. AMENDMENT TO THE CREDIT AGREEMENT.
1. DEFINED TERMS. Unless otherwise defined in this
Section I, terms which are defined in the Credit Agreement and
used herein are so used as so defined. Unless otherwise
indicated, all section, subsection and Schedule references are to
the Credit Agreement.
2. AMENDMENT TO DEFINITION OF "NET INCOME". Section 1.01 of the
Agreement is hereby amended by adding to the end of clause (vii) of the
definition of "Net Income" the words, "any noncash gains or losses from
retirement of assets and".
3. AMENDMENT TO SECTION 76.14 OF THE CREDIT AGREEMENT (INTEREST
EXPENSE COVERAGE RATIO). Section 7.14 of the Credit Agreement is hereby amended
by deleting in its entirety the table contained therein and replacing it with
the following:
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PERIOD RATIO
------ -----
Second Quarter, Fiscal Year 1995
(computed on a rolling 2 quarter basis) 1.60 to 1.00
Third Quarter, Fiscal Year 1995
(computed on a rolling 3 quarter basis) 1.60 to 1.00
Fourth Quarter, Fiscal Year 1995
(computed on a rolling 4 quarter basis) 1.60 to 1.00
Each Quarter in Fiscal Year 1996
(computed on a rolling 4 quarter basis) 1.60 to 1.00
First Quarter, Fiscal Year 1997
(computed on a rolling 4 quarter basis) 1.60 to 1.00
Second Quarter, Fiscal Year 1997
(computed on a rolling 4 quarter basis) 1.60 to 1.00
Third Quarter, Fiscal Year 1997
(computed on a rolling 4 quarter basis) 1.70 to 1.00
Fourth Quarter, Fiscal Year 1997
(computed on a rolling 4 quarter basis) 1.70 to 1.00
Each Quarter in Fiscal Year 1998
(computed on a rolling 4 quarter basis) 1.80 to 1.00
Each Quarter in Fiscal Year 1999
(computed on a rolling 4 quarter basis) 2.00 to 1.00
Thereafter (computed on a rolling
4 quarter basis) 2.00 to 1.00
II. MISCELLANEOUS PROVISIONS.
1. CONSENT TO AMENDMENT. The Lenders hereby consent to the
execution, delivery and performance of this Amendment.
2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date that each of the conditions precedent set forth below shall have been
fulfilled to the satisfaction of the Agent and the Lenders:
(a) AMENDMENT. The Agent shall have received counterparts of this
Amendment, duly executed by the Borrower, the Agent and the Lenders.
(b) NO DEFAULT OR EVENT OF DEFAULT. On and as of the date hereof and
after giving effect to this Amendment, no Default or Event of Default
shall have occurred and be continuing.
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(c) REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by the Borrower in the Credit Agreement after giving
effect to this Amendment and the transactions contemplated hereby shall be
true and correct in all material respects on and as of the date hereof as
if made on such date, except that (1) where such representations and
warranties relate to an earlier date, such representations and warranties
shall be true and correct in all material respects as of such earlier date
and (2) with respect to Section 4.09 of the Credit Agreement, the Borrower
is currently involved in litigation with U.S. Public Interest Research
Group, a private advocacy organization, concerning alleged violations of
air quality regulations, the outcome of which litigation cannot be
predicted with certainty although the Borrower in its best judgment
believes a materially adverse effect therefrom is unlikely; PROVIDED that
all references to the Credit Agreement in such representations and
warranties shall be and are deemed to mean this Amendment as well as the
Credit Agreement as amended hereby.
(d) CERTIFICATE. The Agent shall have received a Certificate of a
Responsible Officer of the Borrower certifying the matters referred to in
paragraphs (b) and (c).
3. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect.
4. EXPENSES. The Borrower agrees to reimburse the Agent, for all its
reasonable costs and out-of-pocket expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to such Agent.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all counterparts taken together shall constitute one
and the same instrument.
6. GOVERNING LAWS. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
BAYOU STEEL CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX
Title: Vice President and Chief
Financial Officer
THE CHASE MANHATTAN BANK,
individually and as
Agent
By: /s/ XXXXX X. XXXXXX
Title: Vice president
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By: /s/ XXXX X. XXXXXX
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ XXXXX XXXXXXXX
Title: Vice President
By: /s/ XXXX X. X'XXXX
Title: Vice President & Manager
XXXXX FARGO BANK (TEXAS) N.A.
By: /s/ XXXXXXXXXXX XXXX
Title: Assistant Vice President
HIBERNIA NATIONAL BANK
By: /s/ XXXX XXXXXXXXXX
Title: Vice President
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