EXHIBIT 10.41
SECOND AMENDMENT TO PROJECT LEASE AGREEMENT
THIS SECOND AMENDMENT TO PROJECT LEASE AGREEMENT is made as of the 30th day of
May, 2001 by and between TA STEEL I, LLC ("Lessor"), and SHEFFIELD STEEL
CORPORATION ("Lessee").
A. Lessor and Lessee are parties to a certain Project Lease Agreement November
23, 1999, as amended by that certain First Amendment to Project Lease
Agreement dated December 4, 2000 (the "Lease"). Unless specifically defined
herein, all capitalized terms used herein shall have the meaning as defined
in the Lease;
B. Lessee has requested that Lessor waive Lessee's violation of Lessee's
covenant to maintain the agreed Fixed Charge Coverage Ratio (as that term
is defined in the Lease); and
C. Lessor has agreed to waive such Event of Default, provided the Lease is
restructured according to the terms and conditions as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual obligations
hereinafter contained, and for the other good and valuable consideration, the
receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree
as follows:
1. The Lease is hereby amended as follows:
(i) In the definition of "Basic Rent," the reference to "Section 3" is
hereby deleted and replaced with "Section 4."
(ii) The definition of "Basic Term" is hereby entirely deleted and replaced
with the following: "shall mean eighty-four (84) consecutive calendar months
from the Commencement Date.
(iii) In the definition of "Maximum Project Cost," the reference to
"$10,000,000," is hereby deleted and replaced with "$9,964,788.95."
(iv) The definition of "Monthly Rental Factor" is hereby entirely deleted
and replaced with the following: "shall mean 1.466594%."
(v) In the definition of "Project Completion Deadline Date," the reference
to "January 31, 2001" is hereby deleted and replaced with "May 31, 2001."
(vi) The definition of "Project Cost Reimbursement" is hereby deemed to
include any sums paid by Lessor directly to any Contractor in respect of the
Project on behalf of Lessee pursuant to and in accordance with Lessee's
obligations under the terms of the Project Documents relative thereto.
(vii) The following shall be added to the end Paragraph 4(i):
"notwithstanding anything herein to the contrary, for the period from and
including the date of the final funding hereunder to the Commencement Date (such
period referred to herein as "Pre-Commencement Date Period"), Lessee shall not
pay Interim Rent but shall pay to Lessor Basic Rent, prorated for the number of
days of the Pre-Commencement Date Period.
(viii) Notwithstanding anything to the contrary in Section 9 of the Lease,
the aggregate length of all Renewal Terms granted by Lessor under the Agreement
shall not exceed twelve (12) months.
(ix) In Paragraph 20(ii)(a), the reference to "53.82%" is hereby deleted
and replaced with "35.55%."
(x) Paragraph 32 of the Lease and all the provisions set forth in the First
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Amendment to Project Lease Agreement are entirely deleted.
(xi) In Paragraph 44, the reference to Lessor's address for all notices,
requests and demands is hereby changed to c/o Transamerica Equipment Financial
Services Corporation, 10975 Benson, Suite 530, Overland Park, Kansas 66210,
Attn: Credit Manager, Telecopy No. (913) 663-3872.
2. The Revised Stipulated Loss Schedule attached hereto as Revised Exhibit H
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replaces and supercedes the original Stipulated Loss Schedule attached to the
Lease as Exhibit H.
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3. Lessee agrees to execute and deliver to Lessor contemporaneously with the
execution and delivery of this Amendment, a Cross-Collateral / Cross Default
Agreement wherein Lessee agrees, "inter alia", that (i) all Collateral shall
also secure the prompt and complete payments and performance when due of any
obligations of Lessee to Lessor or its parent, Transamerica Equipment Financial
Services Corporation, under any other lease or financing transaction documents
between the parties; and (ii) any event of default under any agreement, contract
or document between the parties, including this Lease shall be an immediate
event of default under all agreements, contracts or documents between the
parties.
4. Except as specifically modified hereby, the terms and conditions of the
Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereunto have caused this instrument to be
executed by their duly authorized officers as of the day and year first above
written.
TA STEEL I, LLC SHEFFIELD STEEL CORPORATION
By: /s/ Randy Shumate By: /s/ Stephen R. Johnson
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Printed Name: Randy Shumate Printed Name: Stephen R. Johnson
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Title: Executive Vice President Title: Vice President and
------------------------ Chief Financial Officer
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REVISED EXHIBIT "H" TO PROJECT LEASE AGREEMENT
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Stipulated Loss Value Schedule
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number number
of adjusted of adjusted
rent stipulated rent stipulated
pmts. loss pmts. loss
date made % of cost date made % of cost
Jun-01-01 1 103.46259523 Apr-01-07 71 45.72492340
Jul-01-01 2 103.00120803 May-01-07 72 44.55849281
Aug-01-01 3 102.51072153
Sep-01-01 4 102.01156657 Jun-01-07 73 43.37881678
Oct-01-01 5 101.50368444 Jul-01-07 74 42.19048359
Nov-01-01 6 100.98526712 Aug-01-07 75 40.99198538
Dec-01-01 7 100.45346021 Sep-01-07 76 39.78002458
Jan-01-02 8 99.91091552 Oct-01-07 77 38.55451005
Feb-01-02 9 99.35485845 Nov-01-07 78 37.33284712
Mar-01-02 10 98.78968892 Dec-01-07 79 36.11215606
Apr-01-02 11 98.21349909 Jan-01-08 80 34.89535745
May-01-02 12 97.62362568 Feb-01-08 81 33.67955547
Mar-01-08 82 32.45017373
Jun-01-02 13 97.02441083 Apr-01-08 83 31.22461085
Jul-01-02 14 96.41388738 May-01-08 84 30.00000000
Aug-01-02 15 95.78950564
Sep-01-02 16 95.15554879
Oct-01-02 17 94.51195200
Nov-01-02 18 93.86007236
Dec-01-02 19 93.19710605
Jan-01-03 20 92.52569287
Feb-01-03 21 91.84309363
Mar-01-03 22 91.15052507
Apr-01-03 23 90.44925898
May-01-03 24 89.73665490
Jun-01-03 25 89.01387834
Jul-01-03 26 88.28214844
Aug-01-03 27 87.53892554
Sep-01-03 28 86.78532283
Oct-01-03 29 86.02127003
Nov-01-03 30 85.25034405
Dec-01-03 31 84.46985567
Jan-01-04 32 83.68235494
Feb-01-04 33 82.88520746
Mar-01-04 34 82.07731503
Apr-01-04 35 81.26217820
May-01-04 36 80.43725398
Jun-01-04 37 79.60139674
Jul-01-04 38 78.75805829
Aug-01-04 39 77.90478894
Sep-01-04 40 77.04039464
Oct-01-04 41 76.16480005
Nov-01-04 42 75.28312324
Dec-01-04 43 74.39284192
Jan-01-05 44 73.49635401
Feb-01-05 45 72.59118622
Mar-01-05 46 71.67454206
Apr-01-05 47 70.75146808
May-01-05 48 69.81957892
Jun-01-05 49 68.87603245
Jul-01-05 50 67.92582835
Aug-01-05 51 66.96667102
Sep-01-05 52 65.99567174
Oct-01-05 53 65.01275032
Nov-01-05 54 64.02283785
Dec-01-05 55 63.02377008
Jan-01-06 56 62.01757453
Feb-01-06 57 61.00214082
Mar-01-06 58 59.97448410
Apr-01-06 59 58.93945751
May-01-06 60 57.89504604
Jun-01-06 61 56.83821535
Jul-01-06 62 55.77376774
Aug-01-06 63 54.69978555
Sep-01-06 64 53.61318389
Oct-01-06 65 52.51387734
Nov-01-06 66 51.40659418
Dec-01-06 67 50.28955846
Jan-01-07 68 49.16439601
Feb-01-07 69 48.02938999
Mar-01-07 70 46.88135132