Exhibit 10.1(e)
EXECUTION COPY
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 13, 2003
(this "Amendment"), is among STEEL DYNAMICS, INC. (the "Borrower"), the Lenders
(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, as amended by the Fourth Amendment to the Credit
Agreement, dated as of February 20, 2003, and as amended by the Fifth Amendment
to the Credit Agreement, dated as of August 7, 2003 (such Credit Agreement, as
so amended and waived, the "Existing Credit Agreement");
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 (the Existing Credit Agreement, as so amended or otherwise modified by
this 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 Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):
"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 third recital.
"Existing Credit Agreement" is defined in the first recital.
"Sixth Amendment Effective Date" is defined in Subpart 3.1.
"Lenders" is defined in the first recital.
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 Amendment with such meanings.
PART II
AMENDMENTS
Effective on (and subject to the occurrence of) the Sixth Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part; except as so amended or otherwise modified by this 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 I. Article I of the Existing Credit
Agreement is hereby amended in accordance with Subpart 2.1.1.
SUBPART 2.1.1. Article I is hereby amended by inserting the
following new definitions therein in the appropriate alphabetical
order:
"Dealer" means a dealer of U.S. government securities
reasonably satisfactory to the Administrative Agent and the
Arranger from which the Borrower shall borrow the Original
Bond pursuant to the Repurchase Agreement.
"Original Bond" means a U.S. Treasury Bond with a
face value of up to $65,000,000, borrowed by the Borrower
pursuant to the Repurchase Agreement.
"Repurchase Agreement" means an agreement reasonably
satisfactory to the Arranger and the Administrative Agent
pursuant to which the Borrower shall borrow the Original Bond
from the Dealer, with the obligation to return the Substitute
Bond at the conclusion of such agreement no later than the day
that is 365 days after the date of the Repurchase Agreement.
"Reverse Repurchase Agreement" means an agreement
between the Borrower and the Dealer reasonably satisfactory to
the Arranger and the Administrative Agent pursuant to which
the Borrower shall invest the proceeds of the Short Bond Sale.
2
"Short Bond Sale" means the short sale of the
Original Bond by the Borrower at fair market value.
"Short Bond Transaction" means the Short Bond Sale
and the transactions contemplated by the Repurchase Agreement
and the Reverse Repurchase Agreement.
"Sixth Amendment" means the Sixth Amendment, dated as
of November 13, 2003, to this Agreement among the Borrower,
the Administrative Agent, Morgan Stanley Senior Funding, Inc.
and the Lenders parties thereto.
"Sixth Amendment Effective Date" is defined in
Subpart 3.1 of the Sixth Amendment.
"Substitute Bond" means the U.S. Treasury Bond which
the Borrower intends to purchase to return to the Dealer to
satisfy the requirements of the Repurchase Agreement.
SUBPART 2.2. Amendment to Article II. Article II of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.2.1 and 2.2.2.
SUBPART 2.2.1. Section 2.06(b)(ii) of the Existing Credit
Agreement is hereby amended by adding the following proviso immediately
after the first proviso therein:
"provided, further, however, that the Borrower shall
also not be required to make any such prepayment and deposit
with respect to Net Cash Proceeds realized from any sale of
assets permitted under sub-clause (vii) of Section 5.02(e)."
SUBPART 2.2.2. Section 2.06(b)(iii) of the Existing Credit
Agreement is hereby amended by adding the following proviso immediately
before the period at the end of the first sentence thereof:
"provided, however, that on the date of receipt of
the Net Cash Proceeds from the issuance of Debt permitted
under clause (i)(E) of Section 5.02(b), the Borrower shall
prepay an aggregate principal amount of the Advances
comprising part of the same Borrowings and deposit an amount
in the L/C Cash Collateral Account in accordance with clause
(viii) below in an amount equal to the lesser of (A) 50% of
the amount of such Net Cash Proceeds, or (B) $50,000,000;
provided, further, that the remaining balance of such Net Cash
Proceeds arising from the issuance of Debt permitted under
clause (i)(E) of Section 5.02(b) shall be applied from time to
time for the purpose of prefunding certain permitted Capital
Expenditures."
SUBPART 2.3. Amendment to Article V. Article V of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.3.1 through 2.3.12.
3
SUBPART 2.3.1. Section 5.01(p) of the Existing Credit
Agreement is hereby amended by (a) deleting the figure "50%" contained
therein and (b) inserting the figure "40%" in replacement therefor.
SUBPART 2.3.2. Section 5.02(a) of the Existing Credit Agreement is
hereby amended by inserting at the end thereof a new sub-clause (vi) to
read as follows: "(vi) Liens on (and only on) rights arising under the
Reverse Repurchase Agreement securing obligations under (and only
obligations under) the Repurchase Agreement."
SUBPART 2.3.3. Section 5.02(a) of the Existing Credit
Agreement is hereby further amended by (a) deleting "and" at the end of
sub-clause (iv) thereof, (b) deleting the punctuation mark "." at the
end of sub-clause (v) thereof and inserting the punctuation mark ";" in
replacement therefor and (c) inserting "and" immediately after the
punctuation mark ";" at the end of sub-clause (v) thereof.
SUBPART 2.3.4. Section 5.02(b)(i) of the Existing Credit
Agreement is hereby amended by inserting at the end thereof the
following new sub-clause (G):
"(G) Debt incurred pursuant to the Repurchase
Agreement in an amount not to exceed $65,000,000."
SUBPART 2.3.5. Section 5.02(b)(i) of the Existing Credit
Agreement is hereby further amended by (a) deleting "and" at the end of
sub-clause (E) thereof, (b) deleting the punctuation mark "." at the
end of sub-clause (F) thereof and inserting the punctuation mark ";" in
replacement therefor and (c) inserting "and" immediately after the
punctuation mark ";" at the end of sub-clause (F) thereof.
SUBPART 2.3.6. Section 5.02(e) of the Existing Credit
Agreement is hereby amended by inserting immediately before the proviso
at the end thereof the following new sub-clause (vii):
"(vii) the sale of the Original Bond for fair market
value in connection with the Short Bond Transaction;"
SUBPART 2.3.7. Section 5.02(e) of the Existing Credit
Agreement is hereby further amended by (a) deleting "and" at the end of
sub-clause (iv) thereof, (b) deleting the punctuation mark "." at the
end of sub-clause (vi) thereof and inserting the punctuation mark ";"
in replacement therefor, and (c) inserting "and" immediately after the
punctuation mark ";" at the end of sub-clause (vi) thereof.
SUBPART 2.3.8. Section 5.02(f) of the Existing Credit
Agreement is hereby amended by inserting at the end thereof the
following new sub-clause (xv):
"(xv) Investments in certain U.S. Treasury Bonds in
connection with the Short Bond Transaction."
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SUBPART 2.3.9. Section 5.02(f) of the Existing Credit
Agreement is hereby further amended by (a) deleting "and" at the end of
sub-clause (xiii) thereof, (b) deleting the punctuation mark "." at the
end of sub-clause (xiv) thereof and inserting the punctuation mark ";"
in replacement therefor and (c) inserting "and" immediately after the
punctuation mark ";" at the end of sub-clause (xiv) thereof.
SUBPART 2.3.10. Section 5.02(o) of the Existing Credit
Agreement is hereby amended by inserting the following phrase at the
end thereof
"; it being understood, however, that
notwithstanding the provisions of this subsection, the
Borrower may (i) engage in the Short Bond Transaction and (ii)
enter into agreements resulting in the conversion of
outstanding Hedge Agreements from fixed rate Hedge Agreements
to floating rate Hedge Agreements so long as the provisions of
Section 5.01(p) and the other requirements of this Agreement
are complied with."
SUBPART 2.3.11. Section 5.04 of the Existing Credit Agreement
is hereby amended by deleting the table set forth in clause (a) thereof
in its entirety and inserting in replacement therefor the table set
forth below:
--------------------------------------------------------------
Quarter Ending Ratio
--------------------------------------------------------------
March 31, 2002 6.50:1.00
June 30, 2002 5.75:1.00
September 30, 2002 4.50:1.00
December 31, 2002 4.00:1.00
March 31, 2003 4.00:1.00
June 30, 2003 3.75:1.00
September 30, 2003 3.75:1.00
December 31, 2003 3.75:1.00
March 31, 2004 3.75:1.00
For each fiscal quarter thereafter 3.50:1.00
--------------------------------------------------------------
SUBPART 2.3.12. Section 5.04 of the Existing Credit Agreement
is hereby further amended by deleting the table set forth in clause (c)
thereof in its entirety and inserting in replacement therefor the table
set forth below:
5
--------------------------------------------------------------
Quarter Ending Ratio
--------------------------------------------------------------
September 30, 2002 1.50:1.00
December 31, 2002 1.50:1.00
March 31, 2003 1.50:1.00
June 30, 2003 1.50:1.00
September 30, 2003 1.50:1.00
December 31, 2003 1.50:1.00
March 31, 2004 1.50:1.00
For each fiscal quarter thereafter 2.00:1.00
--------------------------------------------------------------
SUBPART 2.4. Amendment to Article VIII. Article VIII of the Existing
Credit Agreement is hereby amended in accordance with Subpart 2.4.1.
SUBPART 2.4.1. Section 8.10 of the Existing Credit Agreement
is hereby amended by inserting the following sentence at the end
thereof:
"Notwithstanding anything herein to the contrary,
"Confidential Information" shall not include, and the Administrative
Agent and each Lender (and their respective employees, directors,
representatives and agents) may disclose, without limitation of any
kind, any information with respect to the "tax treatment" and "tax
structure" (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated or permitted hereby
and all materials of any kind (including opinions or other tax
analyses) that are provided to the Administrative Agent or such Lender
relating to such tax treatment and tax structure; provided that (a)
with respect to any document or similar item that in either case
contains information concerning the tax treatment or tax structure of
the transaction as well as other information, this sentence shall only
apply to such portions of the document or similar item that relate to
the tax treatment or tax structure of the Advances and transactions
contemplated hereby and (b) such "tax treatment" and "tax structure"
shall not include the identity of any existing or future party to this
Agreement, any specific market pricing information, including fees,
expenses, rates or payments or any disclosure that would create a risk
of violating securities laws.
Based on current information and circumstances, neither the
Borrower nor any of its Subsidiaries expects to specifically identify
one or more of the Advances under this Agreement or the Short Bond
Transaction as a "reportable transaction" on IRS Form 8886 filed with
its US tax returns for purposes of Sections 6011, 6111 or 6112 of the
Internal Revenue Code or the Treasury Regulations promulgated
thereunder.
The Borrower will notify the Administrative Agent and the
Arranger promptly in the event that the Borrower or any of its
Subsidiaries specifically identifies any of the Advances under this
Agreement or the Short Bond Transaction as a "reportable transaction"
on IRS Form 8886 filed with its US tax returns for purposes of Sections
6011, 6111 or 6112 of the Internal Revenue Code or the Treasury
Regulations promulgated thereunder."
6
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Effectiveness. This Amendment and the amendments contained
herein shall become effective on the date (the "Sixth Amendment Effective Date")
when each of the conditions set forth in this Part shall have been fulfilled to
the satisfaction of the Administrative Agent provided that such conditions are
in any event fulfilled no later than November 20, 2003.
SUBPART 3.1.1. Execution of Counterparts. The Administrative
Agent and the Arranger shall have received counterparts of this
Amendment, duly executed and delivered on behalf of the Borrower, the
Administrative Agent and the Required Lenders.
SUBPART 3.1.2. CONSENT. THE Administrative Agent and the
Arranger shall have received counterparts of a consent substantially in
the form of Schedule I to this Sixth Amendment, duly executed by each
of the Loan Parties (other than the Borrower).
SUBPART 3.1.3. Amendment Fee. The Administrative Agent shall
have received, for the account of each Lender which shall have executed
this Amendment before 5:00 p.m. (New York time) on November 13, 2003,
an amendment fee in an aggregate amount equal to 0.125% of the
aggregate amount of each such Lender's Advances and Commitments.
SUBPART 3.1.4. 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 Amendment and foregoing matters relating to the Credit
Agreement from and after the closing thereof to the extent invoiced.
SUBPART 3.1.5. Legal Details, etc. All documents executed or
submitted pursuant hereto shall be satisfactory in form and substance
to the Administrative Agent and 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 of such materials as the Administrative
Agent, the Arranger or counsel may reasonably request, and all legal
matters incident to the transactions contemplated by this Amendment
shall be satisfactory to the Administrative Agent, the Arranger and
counsel.
PART IV
MISCELLANEOUS; REPRESENTATIONS AND COVENANTS
SUBPART 4.1. 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 Sixth 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
Amendment, and this 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
7
and the Arranger (including reasonable fees and out-of-pocket expenses of
Shearman & Sterling) in connection with this 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 4.2. Counterparts. This 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 4.3. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 4.4. Successors and Assigns. This 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 4.5. Representations and Warranties. In order to induce the
Lenders to execute and deliver this Amendment, the Borrower represents and
warrants to the Agents, the Lenders and the Issuing Bank that, after giving
effect to the terms of this Amendment, the following statements are true and
correct: (a) the representations and warranties set forth in Article IV of the
Credit Agreement and in the other Loan Documents are true and correct on the
Sixth Amendment Effective Date as if made on the Sixth Amendment Effective Date
and after giving effect to the Sixth 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 (b) no Default
has occurred and is continuing.
SUBPART 4.6. Modifications to this Amendment. This Amendment can be
amended, waived or otherwise modified by instrument in writing signed by the
Borrower and the Required Lenders.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this 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/ Theresa E. Wagler
--------------------------------------
Name: Theresa E. Wagler
Title: Corporate Controller &
Assistant Secretary
JPMORGAN CHASE BANK,
As Administrative Agent and Collateral Agent and
as a Lender
BY: /s/ James M. Ramage
--------------------------------------
Name: James M. Ramage
Title: Manager Director
MORGAN STANLEY SENIOR FUNDING, INC.,
as Arranger and Syndication Agent and as a Lender
By: /s/ Jaap L. Tonckens
-------------------------------------------
Nane: Jaap L. Tonckens
Title: Vice President
Morgan Stanley Senior Funding
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Documentation Agent and as a Lender
By: /s/ John L. Dale
------------------------------------
Name: John L. Dale
Title: Duly Authorized Signatory
AMCO INSURANCE COMPANY
By: Thomas S. Leggett
-----------------------------
Name: THOMAS S. LEGGETT
Title: ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
APEX (IDM) CDO I, LTD.
By: David L. Babson & Company Inc.
as Collateral Manager
By: /s/ Glenn P Duffy
-------------------------------
Name: Glenn P Duffy, CFA
Title: Managing Director
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
ARES LEVERAGED INVESTMENT FUND II,
L.P.
BY: ARES Management II, L.P.
Its General Partner
By: /s/ Seth J. Brufsky
-------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES III CLO Ltd
BY: ARES CLO Management LLC,
Investment Manager
By: /s/ Seth J. Brufsky
-------------------------------
Name: Seth J. Browsky
Title: Vice President
ARES IV CLO Ltd.
BY: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO GP IV, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
-------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES V CLO Ltd.
BY: Ares CLO Management V, L.P.,
Investment Manager
By: Ares CLO GP IV, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
-------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES VI CLO Ltd.
BY: Ares CLO Management VI, L.P.,
Investment Manager
By: Ares CLO GP VI, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
-------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES VII CLO Ltd.
BY: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
-------------------------------
Name: Seth J. Brufsky
Title: Vice President
ATRIUM CLO
By: /s/ David H. Lerner
-------------------------------
Title:
DAVID H. LERNER
AUTHORIZED SIGNATORY
AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc.,
As Investment Manager
By: /s/ James R. Follows
-------------------------------
Name: James R. Follows
Title: Sr. Vice Presidient &
Portfolio Manager
BABSON CLO LTD. 2003-1
By: David L. Babson & Company Inc. as Manager
By: /s/ Glenn P Duffy
-------------------------------
Name: Glenn P Duffy, CFA
Title: Managing Director
BALLYROCK CDO I LIMITED
By: BALLYROCK INVESTMENT ADVISORS
LLC, as Collateral Manager
By: /s/ Lisa Rymut
-------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
BALLYROCK CLO II LIMITED
By: BALLYROCK INVESTMENT ADVISORS
LLC, as Collateral Manager
By: /s/ Lisa Rymut
-------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management, as Investment
Manager
By: /s/ Michael B. Botthof
-------------------------------
Name: Michael B. Botthof
Title: President
BILL AND MELINDA GATES FOUNDATION
By: David L. Babson & Company Inc. as
Investment Adviser
By: /s/ Glenn P Duffy
-------------------------------
Name: Glenn P Duffy
Title: Managing Director
Sankaty Advisors, LLC, as Collateral
Manager for Brant Point II CBO
2000-1 LTD., as Term Lender
By: /s/ Diane J. Exter
-------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
CALLIDUS DEBT PARTNERS CLO
FUND II, LTD.
By: /s/ Mavis Taintor
-------------------------------
Name: Mavis Taintor
Title: 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
Title: Managing Director
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
Title: Managing Director
Portfolio Manager
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender
By: /s/ Diane J. Exter
-------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
CLYDESDALE CLO 2001-1, LTD.
By: /s/ Richard W. Stewart
-------------------------------
Name: Richard W. Stewart
Title: Managing Director
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
COLLATMAL MANAM
COLUMBIA FLOATING RATE LIMITED
LIABILITY COMPANY
By: Columbia Management Advisors, Inc.
As Advisor
By: /s/ James R. Fellows
-------------------------------
Name: James R. Fellows
Title: Sr. Vice President &
Portfolio Director
CSAM Funding I
By: /s/ David H. Lerner
-------------------------------
Name: David H. Lerner
Title: Authorized Signatory
CSAM Funding II
By: /s/ David H. Lerner
-------------------------------
Name: David H. Lerner
Title: Authorized Signatory
EATON VANCE CDO II
By: Eaton Vance Management, as Investment
Manager
By: /s/ Michael B. Botthof
-------------------------------
Name: Michael B. Botthof
Title: President
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management, as Investment
Manager
By: /s/ Michael B. Botthof
-------------------------------
Name: Michael B. Botthof
Title: President
ELC (CAYMAN) LTD.
By: David L. Babson & Company Inc., as Collateral
Manager
By: /s/ Glenn P Duffy
-------------------------------
Name: Glenn P Duffy
Title: Managing Director
ELC (CAYMAN) LTD. 2000-1
By: David L. Babson & Company Inc., as Collateral
Manager
By: /s/ Glenn P Duffy
-------------------------------
Name: Glenn P Duffy, CFA
Title: Managing Director
FIDELITY ADVISOR SERIES II HIF
By: /s/ John H. Costello
-------------------------------
Name: John H. Costello
Title: Assistant Treasurer
FIFTH THIRD BANK
By: /s/ David W. O'Neal
-------------------------------
Name: David W. O'Neal
Title: Vice President
FIRST NATIONAL BANK AND TRUST
COMPANY
By: /s/ Jason L. Etter
-------------------------------
Name: Jason L. Etter
Title: Assistant Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Richard D'Addario
-------------------------------
Name: Richard D'Addario
Title: Senior Vice President
FRANKLIN CLO III, LIMITED
By: /s/ Richard D'Addario
-------------------------------
Name: Richard D'Addario
Title: Senior Vice President
FRANKLIN FLOATING RATE MASTER
SERIES
By: /s/ Richard D'Addario
-------------------------------
Name: Richard D'Addario
Title: Vice President
GOLDENTREE LOAN OPPORTUNITIES I,
LIMITED
By: GoldenTree Asset Management, LP
By: /s/ Thomas O'Shea
-------------------------------
Name: Thomas O'Shea
Title: Portfolio Manager
GRAYSON AND CO
By: Boston Management and Research
as Investment Advisor
By: /s/ Michael B. Botthof
-------------------------------
Name: Michael B. Botthof
Title: 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
Title: Managing Director
Portfolio Manager
HARBOUR TOWN FUNDING LLC
By: /s/ Diane M. Himes
-------------------------------
Name: Diane M. Himes
Title: Assistant Vice President
HARBOURVIEW CLO IV, LTD.
By: /s/ Lisa Chaffee
-------------------------------
Name: Lisa Chaffee
Title: Manager
HARBOURVIEW CLO V, LTD.
By: /s/ Lisa Chaffee
-------------------------------
Name: Lisa Chaffee
Title: Manager
HARRIS TRUST AND SAVINGS BANK
By: /s/ Thad D. Rasche
-------------------------------
Name: Thad D. Rasche
Title: Vice President
ING-ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Gordon R. Cook
-------------------------------
Name: Gordon R. Cook
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc. under delegated
authority from Massachusetts Mutual Life
Insurance Company as Investment Manager
By: /s/ Glenn Duffy
-------------------------------
Name: Glenn Duffy, CFA
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE
By: David L. Babson & Company Inc. as
Investment Adviser
By: /s/ Glenn P. Duffy
-------------------------------
Name: Glenn P. Duffy, CFA
Title: 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
MORGAN STANLEY BANK
By: /s/ Jaap L. Tonckens
-------------------------------
Name: Jaap L. Tonckens
Title: Vice President
Morgan Stanley Bank
NATIONAL CITY BANK OF INDIANA
By: /s/ Lawrence J. Mayers
-------------------------------
Name: Jaap L. Tonckens
Title: Senior Vice President
NATIONWIDE MUTUAL FIRE INSURANCE
COMPANY
By: /s/ Thomas S. Leggett
-------------------------------
Name: Thomas S. Leggett
Title: Assistant Vice President
Public Bonds
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Gordon R. Cook
-------------------------------
Name: Gordon R. Cook
Title: Managing Director
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
-------------------------------
Name: Glenn P. Duffy, CFA
Title: Manager Director
NOMURA BOND & LOAN FUND
By: /s/ Richard W. Stewart
-------------------------------
Name: Richard W. Stewart
Title: Manager Director
By: UFJ Trust Bank Limited
as Trustee
By: Nomura Corporate Research and
Asset Management Inc.
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/ F. David Melka
-------------------------------
Name: F. David Melka
Title: Vice President
PNC BANK
By: /s/ Peter A. Yanief
-------------------------------
Name: Peter A. Yanief
Title: Assistant Vice President
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/ Elizabeth D. Swanson
------------------------------------
Its: Elizabeth D. Swanson, Counsel
------------------------------------
RACE POINT CLO, LIMITED
By: Sankaty Advisors, LLC as Collateral Manager
By: /s/ Diane J. Exter
-------------------------------
Name: Diane J. Exter
Title: Manager Director
Portfolio Manager
RACE POINT II CLO, LIMITED
By: Sankaty Advisors, LLC as Collateral Manager
By: /s/ Diane J. Exter
-------------------------------
Name: Diane J. Exter
Title: Manager Director
Portfolio Manager
SECURITY BENEFIT LIFE INSURANCE COMPANY
By: /s/ Steve Columbano
-------------------------------
Name: Steve Columbano
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Gordon R. Cook
-------------------------------
Name: Gordon R. Cook
Title: Managr Director
SRF 2000, INC.
By: /s/ Diana M. Himes
-------------------------------
Name: Diana M. Himes
Title: Assistant Vice President
SUFFIELD CLO, LIMITED
By: David L. Babson & Company Inc.
as Collateral Manager
By: /s/ Glenn P. Duffy
-------------------------------
Name: Glenn P. Duffy, CFA
Title: Managing Director
TRYON CLO LTD. 2000-1
By: David L. Babson & Company Inc.
as Collateral Manager
By: /s/ Glenn P. Duffy
-------------------------------
Name: Glenn P. Duffy, CFA
Title: Managing Director
WILBRAHAM CBO, LIMITED
By: David L. Babson & Company Inc. as
Investment Manager
By: /s/ Glenn P. Duffy
-------------------------------
Name: Glenn P. Duffy, CFA
Title: Managing Director
SCHEDULE I TO SIXTH AMENDMENT
CONSENT
Dated as of November 13, 2003
Each of the undersigned, as Guarantor under the Subsidiary
Guaranty and Grantor under the Security Agreement, for the benefit of the
Administrative Agent and the benefit of the Lenders parties to the Credit
Agreement referred to in the foregoing Sixth Amendment, hereby consents to
such Sixth Amendment and hereby confirms and agrees that (a) notwithstanding
the effectiveness of such Sixth Amendment, each of the Subsidiary Guaranty and
Security Agreement is, and shall continue to be, in full force and effect and
is hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of such Amendment, each reference in the Subsidiary Guaranty
and Security Agreement to the "Credit Agreement", "thereunder", "thereof" or
words of like import shall mean and be a reference to the Credit Agreement, as
amended by such Sixth Amendment, and (b) the Collateral Documents to which
such Grantor is a party and all of the Collateral described therein do, and
shall continue to, secure the payment of all of the Secured Obligations (in
each case, as defined therein).
SDI INVESTMENT COMPANY
By: /s/ Tracy L. Shellabarger
-----------------------------
Title: V.P. and CFO
IRON DYNAMICS, INC.
By: /s/ Tracy L. Shellabarger
-----------------------------
Title: V.P. and CFO
DYNAMICS BAR PRODUCTS, LLC
By: Steel Dynamics Inc., its sole member
By: /s/ Tracy L. Shellabarger
-----------------------------
Title: V.P. and CFO
STEEL DYNAMICS SALES NORTH
AMERICA, INC.
By: /s/ Tracy L. Shellabarger
-----------------------------
Title: V.P. and CFO
10