EXHIBIT 10.1(f)
EXECUTION COPY
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 7, 2003
(this "Amendment"), is among STEEL DYNAMICS, INC. (the "Borrower"), the Lender
(as defined below) signatories hereto, JPMORGAN CHASE BANK, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"), GENERAL
ELECTRIC CAPITAL CORPORATION, as Documentation Agent, and MORGAN STANLEY SENIOR
FUNDING. INC., as Arranger and Syndication Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, certain financial institutions and other Persons
(such capitalized term and other capitalized terms used in these recitals to
have the meanings set forth or defined by reference in Part I below) from time
to time parties thereto (collectively, the "Lenders"), JPMorgan Chase Bank, as
Collateral Agent, the Administrative Agent, General Electric Capital
Corporation, as Documentation Agent, and Morgan Stanley Senior Funding Inc., as
Arranger and Syndication Agent, are parties to the Credit Agreement, dated as of
March 26, 2002, as amended by the First Amendment to the Credit Agreement, dated
as of August 6, 2002, as waived by the Letter Waiver, dated as of October 6,
2002, as amended by the Second Amendment to the Credit Agreement, dated as of
December 16, 2002, as amended by the Third Amendment to the Credit Agreement,
dated as of January 23, 2003, and as amended by the Fourth Amendment to the
Credit Agreement, dated as of February 20, 2003 (such Credit Agreement, as so
amended and waived, the "Existing Credit Agreement");
WHEREAS, the Borrower desires to create a new class of Term B1 Advances
under the Credit Agreement (the "Term B1 Advances") having identical terms
with, having the same rights and obligations under the Loan Documents as and in
the same aggregate principal amounts as the Term B Advances, as set forth in the
Loan Documents, except as such terms are amended hereby;
WHEREAS, each Term B Lender who executes and delivers this Fifth
Amendment shall be deemed, upon the effectiveness of this Fifth Amendment, to
have exchanged its Term B Commitment and Term B Advances (which Term B
Commitment and Term B Advances shall thereafter be deemed terminated and
refinanced in full) for a Term B1 Commitment (a "Term B1 Commitment") and Term
B1 Advances in the same aggregate principal amount as such Lender's outstanding
Term B Advances as set forth in Schedule I to this Amendment, and such Lender
shall thereafter become a Term B1 Lender (each, a "Term B1 Lender");
WHEREAS, each Person who executes and delivers this Fifth Amendment as
an Additional Term B1 Lender (each, an "Additional Term B1 Lender"), will make
Term B Advances on the Fifth Amendment Effective Date (as defined herein) (each,
an "Additional Term B1 Advance") to the Borrower in an aggregate principal
amount equal to the amount set forth opposite its name on Schedule I to this
Amendment, the proceeds of which will be used by
1
the Borrower to refinance in full the outstanding principal amount of Term B
Advances of Term B Lenders, if any, who do not execute and deliver this Fifth
Amendment;
WHEREAS, the Borrower shall pay to each Term B Lender all accrued and
unpaid interest on its Term B Advances to the Fifth Amendment Effective Date on
such Fifth Amendment Effective Date;
WHEREAS, the Borrower has requested that the Lenders amend the Existing
Credit Agreement as set forth below; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as set forth below (the Existing Credit Agreement, as so amended or
otherwise modified by this Fifth Amendment, being referred to as the "Credit
Agreement");
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Fifth Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
"Additional Term B1 Advance" is defined in Subpart 2.1.2.
"Additional Term B1 Lender" is defined in Subpart 2.1.2.
"Administrative Agent" is defined in the preamble.
"Amendment" is defined in the preamble.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the seventh recital.
"Existing Credit Agreement" is defined in the first recital.
"Fifth Amendment Effective Date" is defined in Subpart 4.1.
"Lenders" is defined in the first recital.
"Term B1 Advances" is defined in the second recital.
"Term B1 Commitment" is defined in Subpart 2.1.2.
"Term B1 Lender" is defined in Subpart 2.1.2.
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SUBPART 1.2. Other Definitions. Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Fifth Amendment with such meanings.
PART II
AMENDMENTS
Effective on (and subject to the occurrence of) the Fifth Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II of this Fifth Amendment; except as so amended or otherwise
modified by this Fifth Amendment, the Existing Credit Agreement and the Loan
Documents shall continue in full force and effect in accordance with their
terms.
SUBPART 2.1. Amendment to Article 1. Article I of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.1.1 and 2.1.2.
SUBPART 2.1.1. Section 1.01 of the Existing Credit
Agreement is hereby amended by restating clause (a) of the
definition of "Applicable Margin" in its entirety to read as
follows:
"(a) with respect to the Term B Facility, 2.00% per
annum for Base Rate Advances and 3.00% per annum for
Eurodollar Advances, and,"
SUBPART 2.1.2. Section 1.01 of the Existing Credit
Agreement is hereby further amended by inserting the following
new definitions therein in the appropriate alphabetical order:
"Additional Term B1 Advance" means a term
loan or term loans in dollars made pursuant to
Section 2.03A of this Agreement on the Fifth
Amendment Effective Date.
"Additional Term B1 Borrowing" means a
borrowing consisting of simultaneous Additional Term
B1 Advances of the same Type made by the Additional
Term B1 Lenders.
"Additional Term B1 Commitment" means, with
respect to an Additional Term B1 Lender, the
commitment of such Additional Term B1 Lender to make
Additional Term B1 Advances on the Fifth Amendment
Effective Date, in an amount in dollars set forth
next to the name of such Additional Term B1 Lender
on Schedule I to the Fifth Amendment. The aggregate
amount of the Additional Term B1 Commitments shall
equal the outstanding principal amount of Term B
Advances of Term B Lenders that do not execute and
deliver the Fifth Amendment on or prior to the Fifth
Amendment Effective Date.
"Additional Term B1 Lender" means a Person
with an Additional Term B1 Commitment to make
Additional Term B1 Advances to the Borrower on the
Fifth Amendment Effective Date.
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"Fifth Amendment" means the Fifth Amendment,
dated as of August 7, 2003, to this Agreement among
the Borrower, the Administrative Agent, Morgan
Stanley Senior Funding, Inc., General Electric
Capital Corporation and the Lenders parties thereto.
"Fifth Amendment Effective Date" is defined
in Subpart 4.1 of the Fifth Amendment.
"Term B1 Advance" means a term loan or term
loans in dollars made pursuant to Sections 2.02A or
2.03A of this Agreement on the Fifth Amendment
Effective Date.
"Term B1 Borrowing" means a borrowing
consisting of simultaneous Term B1 Advances of the
same Type made by the Term B1 Lenders.
"Term B1 Commitment" means, with respect to
a Term B Lender, the agreement of such Term B Lender
to exchange its Term B Advances for an equal
aggregate principal amount of Term B1 Advances on
the Fifth Amendment Effective Date, as evidenced by
such Term B Lender executing and delivering the Fifth
Amendment.
"Term B1 Facility" means, at any time, the
aggregate amount of the Term B1 Lenders' and
Additional Term B1 Lenders' Commitments at such
time.
"Term B1 Lender" means, collectively, (a)
each Term B Lender that executes and delivers the
Fifth Amendment on or prior to the Fifth Amendment
Effective Date and (b) each Additional Term B1
Lender.
"Term B1 Note" means a promissory note of
the Borrower payable to the order of any Term B1
Lender or an Additional Term B1 Lender, in
substantially the form of Exhibit A-3 hereto,
evidencing the indebtedness of the Borrower to such
Lender resulting from the Term B1 Advance or the
Additional Term B1 Advance made by such Lender, as
amended, endorsed, extended or otherwise modified
from time to time.
SUBPART 2.2. Replacement. Upon the Fifth Amendment Effective Date, the
Term B1 Advances shall have the same terms, rights and obligations as the Term
B Advances as set forth in the Loan Documents, except as modified by Part II of
this Fifth Amendment, and all references to "Term B Advances", "Term B
Commitment", "Term B Facility", "Term B Note" "Term B Lenders" and "Term B
Borrowings" in the Loan Documents shall be deemed to be references to "Term B1
Advances", "Term B1 Commitment", "Term B1 Facility", "Term B1 Note" "Term B1
Lenders" and "Term B1 Borrowings", respectively.
PART III
FURTHER AMENDMENTS - TERM B1 ADVANCES
Effective on (and subject to the occurrence of) the Fifth Amendment
Effective Date, the Existing Credit Agreement is hereby further amended in
accordance with this Part III
4
of the Fifth Amendment; except as so amended or otherwise modified by this Fifth
Amendment, the Existing Credit Agreement and the Loan Documents shall continue
in full force and effect in accordance with their terms.
SUBPART 3.1. Article II of the Existing Credit Agreement is hereby
amended by adding the following new Sections 2.01A through 2.04A thereto:
"SECTION 2.01A Each Term B1 Lender severally agrees to make
a single advance to the Borrower on the Fifth Amendment Effective Date
in an amount not to exceed such Lender's Term B1 Commitment at such
time on the terms and conditions set forth in this Agreement and
otherwise as set forth in Part III to the Fifth Amendment.
SECTION 2.02A Exchange. Subject to the terms and conditions
hereof, each Term B Lender with a Term B1 Commitment severally agrees
to exchange its Term B Advance for a like principal amount in dollars
of Term B1 Advances on the Fifth Amendment Effective Date, and from
and after the Fifth Amendment Effective Date such Term B Advance shall
be deemed refinanced in full.
SECTION 2.03A Additional Term BI Advances. Subject to the
terms and conditions hereof, each Additional Term B Lender severally
agrees to make Additional Term B1 Advances in Dollars to the Borrower
on the Fifth Amendment Effective Date in a principal amount not to
exceed its Term B1 Commitment on the Fifth Amendment Effective Date.
The Borrower shall refinance all Term B Advances of Term B Lenders that
do not execute and deliver this Fifth Amendment on the Fifth Amendment
Effective Date with the gross proceeds of the Additional Term B1
Advances.
SECTION 2.04A Interest, Etc. On the Fifth Amendment Effective
Date the Borrower shall use 100% of the proceeds of all Term B1
Advances to refinance the Term B Advances and the Borrower shall pay
all accrued and unpaid interest on the Term B Advances to the Term B
Lenders and any breakage loss or expense pursuant to Section 8.04(c) of
this Agreement. The Fifth Amendment Effective Date shall be deemed the
first day of a new Interest Period with respect to the Term B1 Advances
made on the Fifth Amendment Effective Date."
SUBPART 3.2. Amended and Restated Credit Agreement. The Administrative
Agent and the Arranger and Syndication Agent are hereby authorized to enter into
an Amended and Restated Credit Agreement with the Borrower within a reasonable
time period after the Fifth Amendment Effective Date to reflect the terms of
this Fifth Amendment and any previous amendment to the Credit Agreement,
together with any changes that may be incidental to or required to effect the
foregoing.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Effectiveness. This Fifth Amendment and the amendments
contained herein shall become effective on the date (the "Fifth Amendment
Effective Date") when each of the conditions set forth in this Part IV to this
Fifth Amendment shall have been
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fulfilled to the satisfaction of the Administrative Agent, provided that such
conditions are in any event fulfilled no later than August 15, 2003.
SUBPART 4.2. Execution of Counterparts. The Administrative Agent and
the Arranger shall have received counterparts of this Fifth Amendment, duly
executed and delivered on behalf of each of the (a) Borrower, (b) the
Administrative Agent, (c) the Required Lenders and (d) each Term B Lender, or in
lieu of one or more Term B Lenders, one or more Additional Term B Lenders
providing Additional Term B1 Commitments in an amount sufficient to refinance
all of the principal of the Term B Advances owed to such non-consenting Term B
Lenders or as to any of the foregoing parties, advice reasonably satisfactory to
the Administrative Agent that each of the foregoing parties has executed a
counterpart of this Fifth Amendment.
SUBPART 4.3. Notice of Borrowing. The Borrower shall have provided the
Administrative Agent with a Notice of Borrowing in accordance with the
requirements of Section 2.02(a) of the Credit Agreement three Business Days
prior to the Fifth Amendment Effective Date with respect to the borrowing of the
Term B1 Advances on the Fifth Amendment Effective Date.
SUBPART 4.4. Expenses. The Borrower shall have paid all expenses
(including the fees and expenses of Shearman & Sterling) incurred in connection
with the preparation, negotiation and execution of this Fifth Amendment and
other matters relating to the Credit Agreement from and after the last invoice
to the extent invoiced.
SUBPART 4.5. Evidence of Debt. Each Term B1 Lender or Additional Term B
1 Lender shall have received, if requested, one or more Notes payable to the
order of such Lender duly executed by the Borrower in substantially the form of
Exhibit A-3 to the Credit Agreement, as modified by this Fifth Amendment,
evidencing the Term B1 Advances.
SUBPART 4.6. Interest, Etc. Simultaneously with the making of the Term
B1 Advances, the Borrower shall have paid to all the Term B Lenders all accrued
and unpaid interest on the Term B Advances to the Fifth Amendment Effective Date
plus any breakage, loss or expense pursuant to Section 8.04(c) of the Credit
Agreement.
SUBPART 4.7. Consent. The Administrative Agent and the Arranger shall
have received counterparts of a Consent substantially in the form of Schedule II
to this Fifth Amendment, duly executed by each of the entities listed therein.
SUBPART 4.8. Resolutions. The Administrative Agent and the Arranger
shall have received certified copies of (A) the resolutions of the Board of
Directors of the Borrower evidencing approval for this Fifth Amendment and all
matters contemplated hereby and (B) all documents evidencing other necessary
corporate action and governmental and other third party approvals and consents
if any, with respect to this Fifth Amendment and the matters contemplated
hereby.
SUBPART 4.9. Certificates. The Administrative Agent and the Arranger
shall have received a certificate of the Secretary or an Assistant Secretary of
the Borrower certifying (A) the names and true signatures of the officers of the
Borrower authorized to sign this Fifth
6
Amendment and the other documents to be delivered hereunder, (B) that no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body, or any third party to any
agreements and instruments is required for the due execution, delivery or
performance by the Borrower of this Fifth Amendment, (C) the representations and
warranties contained in Part V of this Fifth Amendment are true and correct and
(D) no event has occurred and is continuing that constitutes a Default.
SUBPART 4.10. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent, the Arranger and Shearman & Sterling as counsel. The
Administrative Agent, the Arranger and counsel shall have received all
information and such counterpart originals or such certified or other copies or
such materials as the Administrative Agent, the Arranger or counsel may
reasonably request, and all legal matters incident to the transactions
contemplated by this Fifth Amendment shall be satisfactory to the Administrative
Agent, the Arranger and counsel.
PART V
MISCELLANEOUS; REPRESENTATIONS AND COVENANTS
SUBPART 5.1. Continuing Effectiveness etc. As amended hereby, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the Fifth Amendment Effective Date, all
references in the Credit Agreement and each other Loan Document to the
"Agreement" or "Credit Agreement", as applicable, shall refer to the Existing
Credit Agreement, after giving effect to this Fifth Amendment, and this Fifth
Amendment shall be a Loan Document for all purposes. The Borrower hereby
confirms its obligations under Section 8.04 of the Credit Agreement to pay all
fees and expenses of the Administrative Agent and the Arranger (including
reasonable fees and out-of-pocket expenses of Shearman & Sterling) in connection
with this Fifth Amendment and other ongoing administration of the Credit
Agreement as provided in Section 8.04 of the Credit Agreement since the last
invoice it received.
SUBPART 5.2. Counterparts. This Fifth Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same Amendment.
SUBPART 5.3. Governing Law. THIS FIFTH AMENDMENT SHALL BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 5.4. Successors and Assigns. This Fifth Amendment shall be
binding upon the Borrower, the Lenders and the Agents and their respective
successors and assigns, and shall inure to their successors and assigns.
SUBPART 5.5. Representations and Warranties, Event of Default. In order
to induce the Lenders to execute and deliver this Fifth Amendment, (a) the
Borrower represents and warrants to the Agents, the Lenders and the Issuing Bank
that, after giving effect to the terms of this Fifth Amendment, the following
statements are true and correct: (i) the representations and
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warranties set forth in Article IV of the Existing Credit Agreement and in the
other Loan Documents are true and correct on the Fifth Amendment Effective Date
as if made on the Fifth Amendment Effective Date and after giving effect to the
Fifth Amendment (unless stated to relate solely to an earlier date, in which
case such representations and warranties were true and correct in all material
respects as of such earlier date); and (ii) no Default has occurred and is
continuing; and (b) the Borrower agrees that any breach in any material respect
of any representation, warranty, or covenant contained in this Fifth Amendment
shall constitute an Event of Default.
SUBPART 5.6. Modifications to this Fifth Amendment. This Fifth
Amendment can be amended, waived or otherwise modified by instrument in writing
signed by the Borrower and the Required Lenders.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be executed and delivered by their respective authorized officers as of the
day and year first above written.
STEEL DYNAMICS, INC.
By: /s/ Tracy L. Shellabarger
----------------------------------
Title: Tracy L. Shellabarger
Chief Financial Officer
LENDERS
JPMORGAN CHASE BANK,
as Administrative Agent and Collateral Agent and
as a Lender
By: /s/ JAMES H. RAMAGE
-------------------------
JAMES H. RAMAGE
MANAGING DIRECTOR
MORGAN STANLEY SENIOR FUNDING, INC.,
as Arranger and Syndication Agent and as a
Lender
By: /s/
----------------------------
Title: EXECUTIVE DIRECTOR
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Documentation Agent and as a Lender
By: /s/ John Dale
-----------------------------------
Title: Duly Authorized Signatory
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Gordon R. Cook
--------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
SEQUILS-ING I (HBDGM), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Gordon R. Cook
--------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
ING-ORYX CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Gordon R. Cook
--------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ Gordon R. Cook
--------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
AMCO INSURANCE COMPANY
By /s/ THOMAS S. LEGGETT
----------------------------------
Title: THOMAS S. LEGGETT
ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
APEX (IDM) CDO I, LTD.
By: David L. Babson & Company Inc. as Collateral
Manager
By /s/ GLENN P DUFFY
--------------------------------------
Title: GLENN P DUFFY, CFA
Managing Director
ARES Leveraged Investment Fund II, Ares V CLO Ltd.
L.P.
By: Ares CLO Management V, L.P.,
By: ARES Management II, L.P. Investment Manager
Its: General Partner
By: Ares CLO GP V, LLC,
By: /s/ SETH J. BRUFSKY Its Managing Member
---------------------------------
Name: SETH J. BRUFSKY
Title: VICE PRESIDENT By: /s/ SETH J. BRUFSKY
---------------------------------
Name: SETH J. BRUFSKY
Title: VICE PRESIDENT
ARES III CLO Ltd.
By: ARES CLO Management LLC, Ares VI CLO Ltd.
Investment Manager
By: Ares CLO Management VI, L.P.,
Investment Manager
By: /s/ SETH J. BRUFSKY
---------------------------------
Name: SETH J. BRUFSKY By: Ares CLO GP VI, LLC,
Title: VICE PRESIDENT Its Managing Member
By: /s/ SETH J. BRUFSKY
Ares IV CLO Ltd. ---------------------------------
By: Ares CLO Management IV, L.P., Name: SETH J. BRUFSKY
Investment Manager Title: VICE PRESIDENT
By: Ares CLO GP IV, LLC,
Its Managing Member Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: /s/ SETH J. BRUFSKY
---------------------------------
Name: SETH J. BRUFSKY By: Ares CLO GP VII, LLC,
Title: VICE PRESIDENT Its General Partner
By: /s/ SETH J. BRUFSKY
---------------------------------
Name: SETH J. BRUFSKY
Title: VICE PRESIDENT
ATRIUM CDO
By /s/ Andrew H. Marshak
------------------------------------
Title:
Andrew H. Marshak
Authorized Signatory
AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc. (f/k/a
Stein Roe & Farnham Incorporated), as
Investment Manager
By /s/ Kathleen A. Zarn
------------------------------------
Title:
Kathleen A. Zarn
Senior Vice President
BABSON CLO LTD. 2003-1
By: David L. Babson & Company Inc. as Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
BALLYROCK CDO I LIMITED
By: BALLYROCK INVESTMENT ADVISORS LLC,
as Collateral Manager
By: /s/ Lisa Rymut
--------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
BANK OF MONTREAL
BY:
Name:
Title:
BAVARIA TRR CORPORATION
By /s/ Lori Gebron
------------------------------------
Name: Lori Gebron
Title: Vice President
[ADDITIONAL LENDER]
By /s/ SCOTT H. PAGE
------------------------------------
Name: SCOTT H. PAGE
Title: VICE PRESIDENT
BILL & MELINDA GATES FOUNDATION
By: David L. Babson & Company Inc. as
Investment Adviser
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
Sankaty Advisors, LLC, as Collateral
Manager for Brant Point II CBO
2000-1 LTD., as Term Lender
By /s/ DIANE J. EXTER
------------------------------------
Title:
DIANE J. EXTER
MANAGING DIRECTOR
PORTFOLIO MANAGER
CALLIDUS DEBT PARTNERS CLO
FUND II, LTD.
By /s/ MAVIS TAINTOR
------------------------------------
Title:
MAVIS TAINTOR
MANAGING DIRECTOR
Sankaty Advisors, LLC, as Collateral
Manager for Castle Hill I - INGOTS, Ltd.,
as Term Lender
By /s/ DIANE J. EXTER
------------------------------------
Name: DIANE J. EXTER
MANAGING DIRECTOR
Title: PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGOTS,
Ltd., as Term Lender
By /s/ DIANE J. EXTER
------------------------------------
Name: DIANE J. EXTER
MANAGING DIRECTOR
Title: PORTFOLIO MANAGER
CLYDESDALE CLO 2001-1, LTD.
By /s/ Elizabeth MacLean
------------------------------------
NOMURA CORPORATION RESEARCH Title: Elizabeth MacLean
AND ASSET MANAGEMENT INC. Director
AS
COLLATERAL MANAGER
CSAM FUNDING I
By: /s/ Andrew H. Marshak
------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
CSAM FUNDING II
By: /s/ Andrew H. Marshak
------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
[ADDITIONAL LENDER]
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATORN VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ SCOTT H. PAGE
------------------------------
Name: SCOTT H. PAGE
Title: VICE PRESIDENT
ELC (CAYMAN) LTD.
By: David L. Babson & Company Inc. as
Collateral Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
ELC (CAYMAN) LTD. 2000-1
By: David L. Babson & Company Inc. as
Collateral Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
FIDELITY ADVISOR SERIES II HIF
Fidelity Advisor Series II: Fidelity Advisor
Floating Rate High Income Fund (161)
By /s/ John H. Costello
------------------------------------
Title:
John H. Costello
Assistant Treasurer
FRANKLIN CLO II, LIMITED
By: /s/ TYLER CHAN
------------------------------------
Name: TYLER CHAN
Title: VICE PRESIDENT
FRANKLIN CLO III, LIMITED
By: /s/ TYLER CHAN
------------------------------------
Name: TYLER CHAN
Title: VICE PRESIDENT
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ TYLER CHAN
------------------------------------
Name: TYLER CHAN
Title: ASST. VICE PRESIDENT
GOLDENTREE LOAN OPPORTUNITIES I,
LIMITED
By: GoldenTree Asset Management, LP
By
-------------------------------------
Title: Analyst
[ADDITIONAL LENDER]
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ SCOTT H. PAGE
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
By /s/ DIANE J. EXTER
------------------------------------
Name: DIANE J. EXTER
MANAGING DIRECTOR
Title: PORTFOLIO MANAGER
HARBOUR TOWN FUNDING LLC
By: /s/ DIANA M. HIMES
------------------------------
Title: DIANA M. HIMES
ASSISTANT VICE PRESIDENT
LENDERS:
JPMORGAN CHASE BANK,
as Administrative Agent and Collateral Agent and
By:
--------------------------------------
Name:
Title:
HarbourView CLO IV, Ltd as a Lender
By: /s/ Bill Campbell
--------------------------------------
Name: Bill Campbell
Title: Manager
LENDERS
JPMORGAN CHASE BANK,
as Administrative Agent and Collateral Agent and
By:
--------------------------------------
Name:
Title:
HarbourView CLO V, Ltd as a Lender
By: /s/ Bill Campbell
--------------------------------------
Name: Bill Campbell
Title: Manager
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust Administrator
By: /s/ Michael J Sullivan
--------------------------------------
Title:
Michael J Sullivan
Vice President
MAGNETITE IV CLO, LIMITED
By: /s/
--------------------------------------
Name:
Title: M.D.
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Investment Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE
By: David L. Babson & Company Inc. as
Investment Adviser
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
MONUMENT CAPITAL LTD.
By: Alliance Capital Management L.P., as
Investment Manager
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Sverker Johansson
--------------------------------------
Name: Sverker Johansson
Title: Vice President
NATIONWIDE MUTUAL FIRE INSURANCE
COMPANY
By /s/ THOMAS S. LEGGETT
------------------------------------
Title:
THOMAS S. LEGGETT
ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
NATIONWIDE MUTUAL INSURANCE
COMPANY
By /s/ THOMAS S. LEGGETT
------------------------------------
Title:
THOMAS S. LEGGETT
ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P.,
as Sub-Advisor
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Sverker Johansson
--------------------------------------
Name: Sverker Johansson
Title: Vice President
NEWTON CDO LTD.
By: David L. Babson & Company Inc. as
Investment Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
NOMURA BOND & LOAN FUND
By: UFJ Trust Bank Limited By: /s/ Elizabeth MacLean
as Trustee ------------------------------------
By: Nomura Corporate Title:
Research and Asset Elizabeth MacLean
Management Inc. Director
Attorney in Fact
NYLIM HIGH YIELD CDO 2001 LTD.
By: New York Life Investment Management LLC,
as Investment Manager and Attorney-in-Fact
By /s/
------------------------------------
Title: Director
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Global Investors, LLC
a Delaware limited liability company,
its authorized signatory
By: /s/ JON C. HENRY
-----------------------------------
Its: JON C. HENRY, COUNSEL
-----------------------------------
By: /s/ DEBRA
-----------------------------------
Its: COUNSEL
-----------------------------------
PROMETHEUS INVESTMENT FUNDING I LTD.
By: CPF Asset Advisors LLC,
as Investment Manager
By: /s/ IRV ROA
-----------------------------------
Name: IRV ROA
Title: DIRECTOR
By: /s/ TIMOTHY L. HARROD
-----------------------------------
Name: TIMOTHY L. HARROD
Title: MANAGING DIRECTOR
PROMETHEUS INVESTMENT FUNDING NO. 2 LTD.
By: CPF Asset Advisors LLC,
as Investment Manager
By: /s/ IRV ROA
-----------------------------------
Name: IRV ROA
Title: DIRECTOR
By: /s/ TIMOTHY L. HARROD
-----------------------------------
Name: TIMOTHY L. HARROD
Title: MANAGING DIRECTOR
THE PROVIDENT BANK
By: /s/
-----------------------------------
Title: AVP
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By /s/ DIANE J. EXTER
------------------------------------
Name: DIANE J. EXTER
MANAGING DIRECTOR
Title: PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Term Lender
By /s/ DIANE J. EXTER
------------------------------------
Name: DIANE J. EXTER
MANAGING DIRECTOR
Title: PORTFOLIO MANAGER
SEMINOLE FUNDING LLC
By: /s/ DIANA M. HIMES
------------------------------
Title: DIANA M. HIMES
ASSISTANT VICE PRESIDENT
SIMSBURY CLO, LIMITED
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as Collateral
Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
SRF 2000, Inc.
By: /s/ DIANA M. HIMES
------------------------------
Title: DIANA M. HIMES
ASSISTANT VICE PRESIDENT
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: Columbia Management Advisors, Inc. (f/k/a
Stein Roe & Farnham Incorporated), as
Advisor
By: /s/ Kathleen A. Zarn
------------------------------
Title: Kathleen A. Zarn
Senior Vice President
STRONG SHORT TERM HIGH YIELD BOND
FUND
By: /s/
------------------------------
Title: Assistant Secretary
SUFFIELD CLO, LIMITED
By: David L. Babson & Company Inc. as Collateral
Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
TRYON CLO LTD. 2000-1
By: David L. Babson & Company Inc. as Collateral
Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
WILBRAHAM CBO, LIMITED
By: David L. Babson & Company Inc. as Investment
Manager
By /s/ GLENN P DUFFY
------------------------------------
Title:
GLENN P DUFFY, CFA
Managing Director
SCHEDULE I TO FIFTH AMENDMENT
TERM B1 COMMITMENTS
Syndicate Investor Investor Commitment
- ------------------ -------------------
AMCO Insurance Company 835,335.85
Apex (IDM) CDO I, Ltd. 2,088,339.63
Archimedes Funding IV, Ltd. 1,670,671.71
Ares III CLO Ltd. 1,461,837.74
Ares IV CLO Ltd. 3,132,509.43
Ares Leveraged Investment Fund II, L.P. 1,670,671.71
Ares V CLO Ltd 2,923,675.48
Ares VI CLO LTD 3,341,343.40
Ares VII CLO Ltd. 3,341,343.40
Atrium CDO 1,670,671.71
Aurum CLO 2002-1 Ltd. 835,335.85
Babson CLO Ltd. 2003-1 2,506,007.55
Ballyrock CDO I Limited 1,852,593.40
Bank of Montreal 3,341,343.42
Bavaria TRR Corporation 3,341,343.40
Big Sky Senior Loan Fund, Ltd. 2,308,822.63
Bill and Melinda Gates Foundation 1,253,003.78
Brant Point II CBO 2000-1 Ltd. 1,331,585.85
Callidus Debt Partners CLO Fund II, Ltd. 2,088,339.63
Castle Hill II-Ingots, Ltd. 4,803,181.14
Castle Hill I-Ingots, Ltd. 3,759,011.33
Syndicate Investor Investor Commitment
- ------------------ -------------------
Clydesdale CLO 2001-1, Ltd. 2,506,007.55
CSAM Funding I 2,506,007.56
CSAM Funding II 2,506,007.55
Eaton Vance Institutional Sr.Loan Fd 362,374.02
ELC (Cayman) Ltd. 2000-1 1,670,671.71
ELC (Cayman) LTD. 835,335.85
Fidelity Advisor Series II HIF 1,985,000.00
Franklin CLO II, Limited 1,253,003.78
Franklin CLO III, Ltd. 1,670,671.70
Franklin Floating Rate Master Series 835,335.85
Goldentree Loan Opportunities I, Limited 3,793,647.22
Grayson and Co 992,500.00
Great Point CLO 1999-1 Ltd. 2,584,589.63
Harbour Town Funding LLC 3,341,343.40
Harbourview CLO IV, Ltd. 835,335.85
HarbourView CLO V, Ltd. 1,809,894.34
ING-ORYX CLO, Ltd. 3,341,343.40
Long Lane Master Trust IV 3,550,177.36
Magnetite IV CLO, Limited 3,132,509.43
MapleWood (Cayman) Limited 5,742,933.96
Massachusetts Mutual Life Insurance Company 1,148,586.80
Monument Capital Ltd. 2,506,007.55
Morgan Stanley Senior Funding, Inc. 3,341,343.40
Nationwide Mutual Fire Insurance 4,176,679.25
Syndicate Investor Investor Commitment
- ------------------ -------------------
Nationwide Mutual Insurance Company 3,862,350.96
Nemean CLO, Ltd. 5,012,015.11
New Alliance Global CDO, Ltd. 835,335.85
Newton CDO Ltd. 1,879,505.67
Nomura Bond & Loan Fund 5,220,849.06
NYLIM High Yield CDO 2001 Ltd. 835,335.85
Principal Life Insurance Company 5,847,350.95
Prometheus Investment Funding No. 1 Ltd 1,625,848.83
Prometheus Investment Funding No. 2 Ltd. 1,083,899.21
Provident Bank 4,937,632.55
Race Point CLO, Limited 3,341,343.40
Race Point II CLO, Limited 3,341,343.40
Seminole Funding LLC 1,717,248.01
SEQUILS ING I (HBDGM), Ltd. 2,506,007.55
Simsbury CLO, Limited 3,445,760.39
SRF 2000, Inc. (fka SRF 2000 LLC) 1,809,894.35
Stein Roe Floating Rate LLC 1,809,894.35
Strong Short Term HighYield Bond Fd 1,670,671.71
Suffield CLO, Limited 3,445,760.39
Tryon CLO Ltd. 2000-1 1,670,671.71
Wilbraham CBO, Limited 1,879,505.67
Total Term Loan B-1 $163,762,500.17
SCHEDULE II TO FIFTH AMENDMENT
CONSENT
Reference is made to the Credit Agreement, dated as of March 26, 2002,
as amended by the First Amendment to the Credit Agreement, dated as of August 6,
2002, as waived by the Letter Waiver, dated as of October 6, 2002, as amended by
the Second Amendment to the Credit Agreement, dated as of December 16, 2002, as
amended by the Third Amendment to the Credit Agreement, dated as of January 23,
2003, and as amended by the Fourth Amendment to the Credit Agreement, dated as
of February 20, 2003 among the Borrower, the Lenders party thereto, JPMorgan
Chase Bank, as Collateral Agent, the Administrative Agent, General Electric
Capital Corporation, as Documentation Agent, and Morgan Stanley Senior Funding,
Inc., as Arranger and Syndication Agent (such Credit Agreement, as so amended
and waived, the "Credit Agreement").
Each of the undersigned confirms and agrees that (a) notwithstanding
the effectiveness of the foregoing fifth Amendment to the Credit Agreement, each
Loan Document to which such Person is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, in
each case as amended by the Fifth Amendment to the Credit Agreement, and (b) the
Collateral Documents to which such person is a party and all of the Collateral
described therein do, and shall continue to, secure the payment of all of the
secured Obligations and the Guaranteed Obligations, respectively (in each case,
as defined therein).
SDI INVESTMENT COMPANY
By /s/ Tracy L. Shellabarger
----------------------------------------------
Title: President, Chief Executive Officer,
Chief Financial Officer & Director
IRON DYNAMICS INC.
By /s/ Tracy L. Shellabarger
----------------------------------------------
Title: Chief Financial Officer
DYNAMICS BAR PRODUCTS, LLC
By: Steel Dynamics, Inc., its sole member
By /s/ Tracy L. Shellabarger
----------------------------------------------
Title: Vice President, Chief Financial
Officer & Principal Accounting Officer
STEEL DYNAMICS SALES NORTH AMERICA, INC.
By /s/ Tracy L. Shellabarger
----------------------------------------------
Title: Chief Financial Officer