Exhibit 10.15
THIRD CONSENT AND AMENDMENT AGREEMENT
dated as of July 10, 1997
to
PURCHASE AND SERVICING AGREEMENT
dated as of December 1, 1994
among
AK STEEL CORPORATION,
as Originator and Servicer,
AK STEEL RECEIVABLES LTD.,
as Transferor
The Purchasers Party Thereto
and
PNC BANK, OHIO, NATIONAL ASSOCLATION,
as L/C Issuing Bank, as Lender
under Swing Line Advances
and as Agent for the Purchasers
TABLE OF CONTENTS
Document Tab No.
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Third Consent and Amendment Agreement, dated as of July 10, 1997 1
Certificate of the Secretary of AK Steel Corporation 2
Certificate of the Secretary of AKSR Investments, Inc. 3
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THIRD CONSENT AND AMENDMENT AGREEMENT
dated as of July 10, 1997
to
--
PURCHASE AND SERVICING AGREEMENT
dated as of December 1, 1994
among
AK STEEL CORPORATION,
as Originator and Servicer,
AK STEEL RECEIVABLES LTD.,
as Transferor
The Purchasers Party Thereto
and
PNC BANK, OHIO, NATIONAL ASSOCIATION,
as L/C Issuing Bank, as lender under Swing Line Advances,
and as Agent for the Purchasers
================================================================================
This THIRD CONSENT and AMENDMENT AGREEMENT (this "Amendment"), dated as of
---------
July 10, 1997, is made among AK STEEL CORPORATION ("AK Steel"), as
--------
Originator and Servicer, AK STEEL RECEIVABLES LTD. ("AK Ltd."), as successor
-------
to the original Transferor, the Purchasers party hereto, and PNC BANK, OHIO,
NATIONAL ASSOCIATION ("PNC"), as L/C Issuing Bank, as lender under Swing
---
Line Advances, and as Agent for the Purchasers (the "Agent").
-----
BACKGROUND
A. AK Steel, AK Ltd., the Purchasers party hereto, PNC and the Agent are
parties to a Purchase and Servicing Agreement dated as of December 1, 1994,
(as amended or otherwise modified from time to time, the "Purchase and
------------
Servicing Agreement"), pursuant to which AK Ltd. sells, and the Purchasers
-------------------
purchase, Undivided Fractional Interests in certain Transferor Receivables
and related Transferor Assets originated by AK Steel;
B. The parties hereto wish to amend the Purchase and Servicing Agreement
with respect to the Amortization Date, the L/C Facility Sub-Amount and
certain fees, as provided below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Except as otherwise defined herein, capitalized
-----------
terms shall have the meanings set forth in the Purchase and Servicing
Agreement.
SECTION 2. Consent. Each of AK Steel, AK Ltd., PNC (in all its capacities
-------
set forth on the signature pages hereto) and each Purchaser consents to and
approves the amendment of the Purchase and Servicing Agreement as set forth
herein.
SECTION 3. Certain Amendments to the Purchase and Servicing Agreement.
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SECTION 3.1 Amendments to Article I of Purchase and Servicing Agreement.
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(A) The definition of "Adjusted Eurodollar Rate" contained in Section 1.01
is amended to read in full as follows:
""Adjusted Eurodollar Rate" shall mean, with respect to the subject
------------------------
Eurodollar Tranche and the subject Yield Period, an interest rate per annum
equal to (a) the Eurodollar Rate calculated with respect to the subject
Eurodollar Tranche and relevant Yield Period, plus (b) 0.50%."
----
(B) The definition of "Amortization Date" contained in Section 1.01 is
amended to read in full as follows:
""Amortization Date" shall mean June 30, 2002, or, if earlier, the date
-----------------
specified as the Amortization Date pursuant to Section 10.01 following the
-------------
occurrence of an Early Amortization Event or by the Transferor pursuant to
Section 15.01."
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(C) The definition of "Applicable Commitment Fee Percentage" contained in
Section 1.01 is amended to read in full as follows:
""Applicable Commitment Fee Percentage" shall mean, for any day, (a)
------------------------------------
0.15% per annum, if rating Level 1 applies on such day, (b) 0.20% per
annum, if Rating Level 2 applies on such day, or (c) 0.30% per annum, if
Rating Level 3 applies on such day. Each change in the Applicable
Commitment Fee Percentage resulting from a change in the Rating Level shall
become effective as of the opening of business on the date of announcement
or publication by the respective Rating Agencies of a change in such rating
or, in the absence of such announcement or publication as of the opening of
business on the effective date of such changed rating. In calculating the
Applicable Commitment Fee Percentage, Rating Level 3 shall be deemed to
apply on any day on which either (i) an Early Amortization Event shall have
occurred and be continuing, or (ii) either Rating Agency suspends or
withdraws its rating of any long-term unsecured debt issues of the
Originator."
(D) The definition of "L/C Facility Sub-Amount" contained in Section 1.01
is deleted in its entirety.
(E) The definition of "Utilization Fee" contained in Section 1.01 is
deleted in its entirety.
SECTION 3.2 Amendments to Article III of Purchase and Servicing Agreement.
-------------------------------------------------------------
(A) Section 3.02(a) is amended to read in its entirety as follows:
"(a) after giving effect to the issuance of the requested Letter of
Credit, (i) the Aggregate Participation Amount would exceed the Maximum
Invested Amount, (ii) the Required Net Pool balance would be greater than
the Net Pool Balance, or (iii) any Early Amortization Event or Potential
Early Amortization Event would exist;"
(B) Section 3.06(b) is amended to read in its entirety as follows:
"(b) Responsibilities of the L/C Issuing Bank; Issuance. The L/C
--------------------------------------------------
Issuing Bank shall determine, as of the close of business on the Business
Day
page 2
immediately preceding the requested issuance date, the excess of the
Maximum Invested Amount over the Aggregate Participation Amount. If, and
only if, the face amount of the requested Letter of Credit is less than or
equal to the amount of such excess, and subject to the conditions set forth
in Article VIII hereof, the L/C Issuing Bank shall issue the
------------
Letter of Credit. In this connection, the L/C Issuing Bank may conclusively
presume that the applicable conditions set forth in Section 8.02 have been
satisfied unless the L/C Issuing ------------
Bank shall have received written notice to the contrary from the
Transferor, the Servicer, the Agent or a Purchaser."
SECTION 3.3 Amendments to Article V of Purchase and Servicing Agreement.
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(A) Section 5.02(a)(ii) is amended to read in its entirety as follows:
"(ii) The Transferor shall pay to the Agent, solely for the account of
the Purchasers, a nonrefundable issuance fee for each Letter of Credit
issued hereunder, such issuance fee to be equal to 0.50% per annum payable
quarterly as provided in Section 5.04(c), on the aggregate face amount of
---------------
such Letters of Credit outstanding from time to time, for distribution to
the Purchasers in proportion to their respective participations therein,
provided, that on any day when an Early Amortization Event shall have
--------
occurred and be continuing, such fee shall accrue and be payable at the
rate of 2.0% per annum.
(B) Section 5.02(d) is deleted and replaced with the following:
"(d) [Intentionally omitted]"
SECTION 4. Representations and Warranties. Each of AK Steel and AK Ltd.
------------------------------
represents and warrants to the Agent and each Purchaser that:
(A) the execution and delivery by it of this Amendment, and the
performance of its obligations under the Purchase and Servicing Agreement,
as modified by this Amendment, are within its corporate powers or its power
as a limited liability company, as the case may be, have been duly
authorized by all necessary corporate and other action, have received all
necessary governmental and other consents and approvals, and do not and
will not contravene or conflict with or violate any Requirements of Law
applicable to AK Steel or AK Ltd. or their respective property or conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default
under, any indenture, contract, agreement, mortgage, deed of trust or other
instrument to which AK Steel or AK Ltd. is a party or by which either of
them or their properties are bound,
page 3
(B) this Amendment has been duly executed and delivered by it, and the
Purchase and Servicing Agreement, as amended hereby, is its legal, valid
and binding obligation, enforceable against it in accordance with its
terms,
(C) (i) the representations and warranties made by it in the Purchase and
Servicing Agreement, without giving effect to this Amendment, are true and
correct immediately prior to this Amendment as though made at such time,
except to the extent that they specifically relate to an earlier date, and
(ii) the representations and warranties made by it in the Purchase and
Servicing Agreement will be true and correct immediately after giving
effect to this Amendment, and
(D) after giving effect to this Amendment, no Early Amortization Event or
Potential Early Amortization Event shall exist.
SECTION 5. Effectiveness. This Amendment will become effective on the date
-------------
when the Agent shall have received the following (including by facsimile
transmission):
(A) Counterparts of this Amendment executed by AK Steel, AK Ltd., PNC,
and each Purchaser;
(B) Certified resolutions of the boards of directors (or executive
committees thereof) of AK Steel and the members of AK Ltd., and a certified
resolution of the members of AK Ltd., authorizing the execution, delivery
and performance of this Amendment and of the Purchase and Servicing
Agreement as amended hereby; and
(C) Incumbency certificates showing specimen signatures and offices of
the Persons executing this Amendment on behalf of AK Steel and the members
of AK Ltd.
SECTION 6. Miscellaneous.
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(A) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF OHIO.
(B) This Amendment may be executed in any number of counterparts and by
the different Parties in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall
constitute one and the same agreement.
(C) Any reference to the Purchase and Servicing Agreement contained in
any notice, request, certificate or other document executed in connection
herewith shall be deemed to be a reference to the Purchase and Servicing
Agreement as amended or modified hereby. Except as expressly modified
hereby, the Purchase and Servicing Agreement is hereby ratified and
confirmed by AK Steel and AK Ltd. and remains in full force and effect.
page 4
IN WITNESS WHEREOF, the Parties have caused their duly authorized
officers to execute this Amendment as of the day and year first above
written.
AK STEEL CORPORATION,
as Originator and Servicer
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
AK STEEL RECEIVABLES LTD.
By AKSR INVESTMENTS, INC., its Managing Member
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
and By: AKS INVESTMENTS, INC.
its only other Member
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
PNC BANK, OHIO, NATIONAL ASSOCIATION,
as L/C Issuing Bank, as lender under Swing Line
Advances, as Agent for the Purchasers and as a
Purchaser
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
page 5
NBD BANK, N.A., as a Purchaser
By: /s/ Xxxxxx X Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COMERICA BANK, as a Purchaser
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
KEY BANK, NATIONAL ASSOCIATION (formerly called
Society National Bank), as a Purchaser
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE FIFTH THIRD BANK, as a Purchaser
By: /s/ A.K. Xxxxx
----------------------------------
Name: A.K. Xxxxx
Title: Vice President
STAR BANK, NATIONAL ASSOCIATION, as a Purchaser
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
page 6
CERTIFICATE OF SECRETARY
OF
AK STEEL CORPORATION
This Certificate is furnished in connection with that certain Third
Consent and Amendment Agreement, dated as of July 9, 1997, among AK Steel
Corporation, as Originator and Servicer, AK Steel Receivables Inc., as
Transferor, the Purchasers parties thereto, and PNC Bank, Ohio, National
Association, as L/C Issuing Bank, as lender under Swing Line Advances and
as Agent for the Purchasers. Unless otherwise defined herein, capitalized
terms used in this Certificate have the meanings assigned to such terms in
the Third Consent and Amendment Agreement.
I, the undersigned, Secretary of AK STEEL CORPORATION, a Delaware
corporation (the "Corporation"), DO HEREBY CERTIFY as follows:
1. Attached hereto as Exhibit I is a true, correct and complete copy of
---------
resolutions duly adopted by the Board of Directors of the Corporation,
which resolutions have not been revoked, modified, amended or rescinded and
are still in full force and effect.
2. The persons named in Exhibit II hereto are duly elected and duly
----------
qualified officers of the Corporation holding the respective offices set
forth therein opposite their names, and the signatures set forth therein
opposite their names are their genuine signatures.
WITNESS my hand as of July 9 , 1997.
/s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
Secretary
I, the undersigned, Executive Vice President of AK STEEL CORPORATION, a
Delaware corporation, DO HEREBY CERTIFY that:
Xxxx X. Xxxxx is the duly elected and qualified Secretary of AK STEEL
CORPORATION and the signature above is such person's genuine signature.
WITNESS my hand as of July 9 , 1997.
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
Executive Vice President
EXHIBIT I
---------
COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
AK STEEL CORPORATION
See attachment hereto.
RECEIVABLES SECURITIZATION
--------------------------
RESOLVED, that the proposed securitization (the "Receivables
Securitization") by AK Steel Corporation (the "Corporation") of its
accounts receivable together with certain contract rights and other assets
related thereto generated in connection with the sale of goods and services
to its customer base is hereby authorized and approved, and that each of
the Designated Officers is hereby authorized and directed to take any and
all actions, including those described in these resolutions, deemed
necessary or advisable in order to implement the Receivables
Securitization, subject only to any restrictions imposed by these
resolutions.
RESOLVED, that the Corporation is hereby authorized to incorporate AK
Steel Receivables Inc., a Delaware special purpose corporation ("AKR"),
and is further authorized to subscribe and pay for 100% of the issued and
outstanding capital stock of AKR pursuant to the Receivables Purchase
Agreement referred to below.
RESOLVED, that the Corporation shall sell, convey and transfer, without
recourse, to AKR from time to time all of its accounts receivable which
exist as of a date determined by the Designated Officers, or which arise
from time to time thereafter, in exchange for cash and stock, and
subordinated notes or letter of credit notes, pursuant to a Receivables
Purchase Agreement between the Corporation and AKR (the "Receivables
Purchase Agreement"), in the form and containing such terms and
provisions as the officer or officers executing the same shall deem
necessary and appropriate, including without limitation certain
indemnifications relating to Deemed Collections (as defined in the
Receivables Purchase Agreement), and that the proceeds from the sales of
receivables pursuant to the Receivables Purchase Agreement shall be used
for general corporate purposes.
RESOLVED, that the Corporation is hereby authorized to enter into a
Purchase and Servicing Agreement among AKR, as Transferor, the Corporation,
as Servicer and Originator, the financial institutions parties thereto
("Purchasers"), and PNC Bank, Ohio, National Association, as Agent, L/C
Issuing Bank and Swing Line Lender (the "Purchase and Servicing
Agreement"), in the form and containing such terms and provisions as the
officer or officers executing the same shall deem necessary and
appropriate.
RESOLVED, that each of the Designated Officers of the Corporation is hereby
authorized on behalf of the Corporation to perform any act or discharge any
duty of the Corporation under or pursuant to the Purchase and Servicing
Agreement (including without limitation the Corporation's duties as
Servicer thereunder), the Receivables Purchase Agreement and any and all
ancillary agreements or documents required or contemplated thereby,
including, without limitation, to deliver any certificates, to request,
consent to and execute and deliver any waivers
2
or amendments to such agreements, and to give any notices required to be
given under any of them.
RESOLVED, that each of the Designated Officers of the Corporation is each
hereby authorized to negotiate and conclude the Receivables Securitization,
including the Purchase and Servicing Agreement, the Receivables Purchase
Agreement and any and all ancillary agreements or documents required or
contemplated thereby, and are hereby authorized to take any and a11 actions
and to enter into and to execute and deliver, or cause to be executed and
delivered, such other documents, agreements or instruments as the officer
or officers executing the same may deem necessary or advisable to fully
implement the purposes of the foregoing resolutions, the authority for the
taking of such actions and the execution and delivery of such agreements,
documents and instruments to be conclusively evidenced thereby, and the
Receivables Securitization as so concluded is in all respects approved and
authorized.
RESOLVED, that the Board of Directors hereby determines in good faith that
the terms of such Receivables Purchase Agreement and Purchase and Servicing
Agreement are not less favorable to the Corporation than would be
obtainable currently for a comparable transaction or series of similar
transactions in arms-length dealings with an unrelated third party.
3
GENERAL
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RESOLVED, that the term "Designated Officers" as used herein shall mean the
Chief Executive Officer, the Chief Financial Officer, the Controller and
the General Counsel of the Corporation or any one of them and, for
certification purposes only, the Secretary and any Assistant Secretary.
RESOLVED, that each of the Designated Officers of the Corporation shall be,
and hereby are, authorized and directed to take, or cause to be taken, any
and all actions, and to execute and deliver in the name and on behalf of
the Corporation any and all certificates, orders, receipts, notices,
requests, demands, directions, consents, approvals, orders, applications,
agreements, undertakings, supplements, amendments, further assurances and
other instruments, documents and communications consistent with these
resolutions, as such Designated Officer may deem to be necessary or
advisable in order to carry into effect the intent of these resolutions or
to comply with the requirements of the instruments approved and authorized
by these resolutions or to effectuate fully the actions contemplated
hereby.
RESOLVED, that any actions of the Board, and of any person or persons
designated and authorized to act by the Board, which acts would have been
authorized by the foregoing resolutions, shall be, and hereby are,
severally ratified, confirmed, approved and adopted as acts in the name and
on behalf of the Corporation, and
4
that any acts of the Designated Officers in respect of the matters set
forth in these resolutions shall be deemed to be acts in the name of and on
behalf of the Board and the Corporation as fully as if such acts were made
by the entire Board.
RECISION OF PRIOR RESOLUTIONS
-----------------------------
RESOLVED, that the resolutions adopted by this Board on July 6, 1994
authorizing a Receivables Securitization and a Revolving Inventory Credit
Agreement are hereby rescinded.
5
Exhibit II
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OFFICERS
--------
OF
--
AK STEEL CORPORATION
--------------------
Name Title Signature
---- ----- ---------
Xxxxxxx X. Xxxxxxx Chief Financial Officer /s/ Xxxxxxx X. Xxxxxxx
-------------------- ------------------------- ------------------------
Xxxx X. Xxxxx General Counsel /s/ Xxxx X. Xxxxx
-------------------- ------------------------- ------------------------
CERTIFICATE OF SECRETARY
OF
AKSR INVESTMENTS, INC.
This Certificate is furnished in connection with that certain Third
Consent and Amendment Agreement, dated as of July 9, 1997, among AK Steel
Corporation, as Originator and Servicer, AK Steel Receivables Ltd., as
Transferor, the Purchasers parties thereto, and PNC Bank, Ohio, National
Association, as L/C Issuing Bank, as lender under Swing Line Advances and as
Agent for the Purchasers. Unless otherwise defined herein, capitalized terms
used in this Certificate have the meanings assigned to such terms in the Third
Consent and Amendment Agreement.
I, the undersigned, Secretary of AKSR INVESTMENTS, INC., an Ohio
corporation (the "Corporation"), the manager of AK STEEL RECEIVABLES LTD.
("AK Ltd."), DO HEREBY CERTIFY as follows:
1. Attached hereto as Exhibit I is a true, correct and complete copy of
---------
resolutions duly adopted by the Board of Directors of the Corporation,
which resolutions have not been revoked, modified, amended or rescinded and
are still in full force and effect.
2. The persons named in Exhibit II hereto are duly elected and duly
----------
qualified officers of the Corporation holding the respective offices set
forth therein opposite their names, and the signatures set forth therein
opposite their names are their genuine signatures.
3. Attached hereto as Exhibit III is a true, correct and complete copy of
-----------
resolutions duly adopted by all of the members of AK Ltd., which
resolutions have not been revoked, modified, amended or rescinded and are
still in full force and effect.
WITNESS my hand as of July 9, 1997.
/s/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx
Secretary
I, the undersigned, President of AKSR INVESTMENTS, INC., an Ohio
corporation (the "Corporation"), the manager of AK STEEL RECEIVABLES LTD.,
DO HEREBY CERTIFY that:
Xxxxxx X. Xxxx is the duly elected and qualified Secretary of AKSR
INVESTMENTS, INC. and the signature above is such person's genuine
signature.
WITNESS my hand as of July 9, 1997.
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
President
EXHIBIT I
---------
RESOLUTIONS OF THE BOARD OF DIRECTORS
-------------------------------------
OF
--
AKSR INVESTMENTS INC.
---------------------
(the "Corporation")
RESOLVED, that the Corporation, in its own capacity and as manager on
behalf of AK Steel Receivables Ltd. ("AK Ltd."), is hereby authorized and
directed to enter into a Third Consent and Amendment Agreement dated as of
July 9, 1997 (the "Amendment") among AK Steel Corporation, as Originator and
Servicer, AK Ltd., as Transferor, the Purchasers parties thereto, and PNC
Bank, Ohio, National Association ("PNC"), as L/C Issuing Bank, as lender
under Swing Line Advances and as Agent for the Purchasers (in such capacity
"Agent"), in the form and containing such terms and provisions as the
Designated Officer or Officers executing the same shall deem necessary and
appropriate.
RESOLVED, that each of the Designated Officers of the Corporation is
hereby authorized to negotiate and conclude on behalf of the Corporation and
AK Ltd. the Amendment and any and all ancillary agreements or documents
required or contemplated thereby, and are hereby authorized to take any and
all actions and to enter into and to execute and deliver, or cause to be
executed and delivered, on behalf of the Corporation and AK Ltd., such other
documents, agreements or instruments as the officer or officers executing
the same may deem necessary or advisable to fully implement the purposes of
the foregoing resolutions, the authority for the taking of such actions and
the execution and delivery of such agreements, documents and instruments to
be conclusively evidenced thereby, and such agreements and transactions as
so concluded are in all respects approved and authorized by the Board of
Directors.
RESOLVED, that the term "Designated Officers" as used herein shall mean
the President, any Vice President, the Treasurer, the Controller and the
Secretary of the Corporation or any one of them and, for certification
purposes only, the Secretary or any Assistant Secretary.
RESOLVED, that each of the Designated Officers of the Corporation shall
be, and hereby are, authorized and directed to take, or cause to be taken,
on behalf of the Corporation and AK Ltd., any and all actions, and to
execute and deliver in the name and on behalf of the Corporation, in its
own capacity and as manager of AK Ltd., any and all certificates, orders,
receipts, notices, requests, demands, directions, consents, approvals,
orders, applications, agreements, undertakings, supplements, amendments,
further assurances and other instruments, documents and communications,
consistent with these resolutions, as such Designated Officer may deem to be
necessary or advisable in order to carry into effect the intent of these
resolutions or to comply with the requirements of the instruments referred
to in these resolutions or to effectuate fully the actions contemplated
hereby.
RESOLVED, that any actions of the Board, and of any person or persons
designated and authorized to act by the Board, which acts would have been
authorized by the foregoing resolutions, shall be, and hereby are, severally
ratified, confirmed, approved and adopted as acts
in the name and on behalf of the Corporation and AK Ltd.; and that any acts of
the Designated Officers in respect of the matters set forth in these resolutions
shall be deemed to be acts in the name of and on behalf of the Board and the
Corporation and AK Ltd. as fully as if such acts were made by the entire Board.
Exhibit II
----------
OFFICERS
--------
OF
--
AKSR INVESTMENTS, INC.
----------------------
Name Title Signature
---- ----- ---------
Xxxxxxx X. Xxxxxxx President /s/ Xxxxxxx X. Xxxxxxx
----------------------- -------------------- ---------------------------
Xxxx X. Xxxxx Vice President /s/ Xxxx X. Xxxxx
----------------------- -------------------- ---------------------------
Xxxxx X. Xxxxxxxxx Treasurer /s/ Xxxxx X. Xxxxxxxxx
----------------------- -------------------- ---------------------------
Xxxx Xxxxxx Controller /s/ Xxxx Xxxxxx
----------------------- -------------------- ---------------------------
Xxxxxx X. Xxxx Secretary /s/ Xxxxxx X. Xxxx
----------------------- -------------------- ---------------------------
EXHIBIT III
-----------
AK STEEL RECEIVABLES LTD.
WRITTEN CONSENT OF
MEMBERS
The undersigned, being all the members of AK Steel Receivables Ltd. (the
"Company"), hereby waive notice of a members' meeting for the consideration of
the following resolutions and hereby consent in writing, to the adoption
without a meeting of the following resolutions:
RESOLVED, that the Company, is hereby authorized and directed to enter
into a Third Consent and Amendment Agreement dated as of July 9 , 1997 (the
"Amendment") among AK Steel Corporation, as Originator and Servicer, the
Company, as Transferor, the Purchasers parties thereto, and PNC Bank, Ohio,
National Association ("PNC"), as L/C Issuing Bank, as lender under Swing
Line Advances and as Agent for the Purchasers (in such capacity "Agent"), in
the form and containing such terms and provisions as any officer of any
member of the Company executing the same shall deem necessary and
appropriate.
Dated: July 9, 1997.
AKSR INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx, President
AKS INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx, President
