EXHIBIT 10.20
SIXTH AMENDMENT
TO
REVOLVING CREDIT
AGREEMENT
This SIXTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT is made and entered into as of July 14, 2003
(this “ Amendment ”), among (a) CALIFORNIA
STEEL INDUSTRIES, INC. , a Delaware corporation (the “
Borrower ”), (b) THE BANKS , (c) BANK OF
AMERICA, N.A. , as loan and collateral agent for the Banks (in
such capacity, hereinafter the “ Loan and Collateral
Agent ”), (d) BANK OF AMERICA, N.A. , as letter of
credit agent for the Banks (in such capacity, hereinafter the
“ Letter of Credit Agent ”) and (e) BANK OF
TOKYO-MITSUBISHI, LTD , as documentation agent. Capitalized
terms used but not defined in this Amendment shall have the same
meanings to such terms in the Credit Agreement defined
below.
WHEREAS , the Borrower, the Banks, the Loan and
Collateral Agent, the Letter of Credit Agent and the Arrangers have
entered into that certain Revolving Credit Agreement, dated as of
March 10, 1999 (as amended, restated, supplemented or otherwise
modified and in effect from time to time, the “ Credit
Agreement ”) pursuant to which the Banks have extended
credit to the Borrower on the terms set forth therein;
WHEREAS , the Borrower has requested that the Banks
amend the Credit Agreement upon the terms and subject to the
conditions contained herein; and
WHEREAS , the Banks have agreed to amend the Credit
Agreement upon the terms and subject to the conditions contained
herein;
NOW, THEREFORE
, in consideration of the foregoing
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Amendment to the Credit
Agreement . Subject
to satisfaction of the condition set forth in §4 below, the
Borrower, the Agents and the Banks hereby agree to amend the Credit
Agreement as set forth below.
1.1 Amendment to
Definitions . Section
1.1 of the Credit Agreement is hereby amended as
follows:
(a) The definition of
“Applicable Margin” is hereby amended by deleting the
chart contained therein and replacing it with the
following:
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Level
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Leverage Ratio
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Eurodollar Rate
Loans
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Base
Rate Loans
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Commitment Fee
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I
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Less than or
equal to 1.75:1.0
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1.00
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%
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0.00
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%
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0.20
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%
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II
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Less than or
equal to 2.5:1.0 but greater than 1.75:1.0
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1.25
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%
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0.00
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%
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0.20
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%
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III
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Less than or
equal to 3.5:1.0 but greater than 2.5:1.0
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1.50
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%
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0.00
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%
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0.25
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%
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IV
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Less than or
equal to 4.5:1.0 but greater than 3.5:1.0
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1.75
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%
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0.00
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%
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0.40
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%
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V
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Greater than
4.5:1.0
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2.00
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%
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0.50
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%
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0.50
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%
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(b) The definition of
“Borrowing Base” is hereby amended by deleting clauses
(a) through (e) in their entirety and substituting in lieu thereof
the following new clauses:
“(a) 80% of Eligible Accounts
Receivable for which invoices have been issued and are payable;
plus
(b) the lesser of (i) 50% of the Net
Book Value of Eligible Inventory and (ii) $80,000,000;
minus
(c) Reserves; plus
(d) the Discretionary
Amount.”
(c) The definition of
“Consolidated Operating Cash Flow” is hereby amended by
deleting the phrase “(ii) the amount of Distributions made
during such period, plus (iii) income taxes” and
substituting in lieu thereof the phrase “(ii) net income
taxes”.
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(d) The definition of
“Consolidated Tangible Net Worth” is hereby amended by
(i) deleting the period (“.”) at the end of clause (d)
and substituting in lieu thereof the text “; plus” and
(ii) adding the following new clause (e):
“(e) the value of the
Investment of the Borrowers and its Subsidiaries in any of its
Affiliates (other than Companhia Siderurgica de
Tubarao).”
(e) The definition of
“Revolving Credit Loan Maturity Date” is hereby amended
by deleting the date “March 10, 2004” and substituting
in lieu thereof the date “June 30, 2006”.
(f) The following definition is
added to §1.1 and inserted in correct alphabetical
order:
“ Documentation Agent .
Bank of Tokyo-Mitsubishi. The Documentation Agent shall have no
rights, duties, obligations or responsibilities beyond those of a
Bank.”
1.2 Amendment to Commitment
Fee . Section 2.2 of
the Credit Agreement is hereby amended by deleting the following
proviso in the first sentence of such section:
“ provided ,
however , that notwithstanding the foregoing, the commitment
fee shall be calculated with an Applicable Margin of 0.50% if
during any quarter the average daily Revolving Credit Loans
outstanding plus the average Maximum Drawing Amount and all Unpaid
Reimbursement Obligations during such quarter is less than (i)
$50,000,000, if the average Total Commitment during such quarter is
more than $100,000,000, and (ii) $40,000,000, if the average Total
Commitment during such quarter is $100,000,000 or
less.”
1.3 Amendment to Distribution
Restriction . Section
9.4 of the Credit Agreement is hereby deleted in its entirety and
replaced by the following:
“9.4 Distributions .
The Borrower will not make any Distributions; provided ,
however , so long as no Default or Event of Default exists
or would result therefrom, the Borrower may (a) make semi-annual
Distributions not to exceed 50% of the Consolidated Net Income of
the Borrower for the prior fiscal quarters for which full
Distribution has not already been made so long as (i) such
Distributions are made after delivery to the Banks of the financial
statements required by Sections 8.4(a) and 8.4(b), (ii) the
Borrower has delivered calculations to the Agents, demonstrating in
a format satisfactory to the
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Agents that (A) the making of such
Distributions will not cause a Default or Event of Default on a
projected basis for the next two fiscal quarters of the Borrower,
(B) the ratio of (y) Consolidated Operating Cash Flow, minus
the aggregate amount of such Distributions, for the four fiscal
quarters most recently ended to (z) Consolidated Total Debt Service
for such period is not less than 1.00:1.00 and (C) during the 30
days prior to the making of such Distributions and immediately
thereafter, the lesser of the Borrowing Base and the Total
Commitment shall exceed the sum of Revolving Credit Loans, the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations by
not less than $10,000,000, and (iii) prior to making such
Distributions the Borrower has paid its trade payables in the
ordinary course and not altered such procedures in order to comply
with the provisions of the previous part (ii)(C) above, and (b)
make Distributions to the preferred stockholders of the Borrower
not to exceed $3,000,000 per year.
Any amounts paid in connection with
acquisitions permitted under §9.5.1(d) during any fiscal
quarter shall be excluded from the calculation of Consolidated
Operating Cash Flow in (y) above for such fiscal
quarter.”
1.4 Amendment to Mergers and
Acquisitions Restrictions . Section 9.5.1 of the Credit Agreement is
hereby amended by (a) deleting the text “(d)” and
substituting in lieu thereof the text “(e)” and (b)
inserting immediately following the phrase “(c) the merger or
consolidation of two or more Subsidiaries of the Borrower;”
the following text:
“(d) the acquisition of all or
any portion of any property subject to the #2 Continuous
Galvanizing Line Lease Agreement, dated September 30, 1998, between
the Borrower and State Street Bank and Trust Company of California,
so long as (i) the aggregate purchase price paid by the Borrower or
its Subsidiaries shall not exceed $19,500,000, (ii) prior to and
after giving effect to such acquisition there shall be no Default
or Event of Default, (iii) the Borrower has delivered to the Agents
not less than 5 Business Days prior notice of such proposed
acquisition accompanied by calculations demonstrating in a format
satisfactory to the Agents that (A) the consummation of such
acquisition will not cause a Default or Event of Default on a
projected basis for the next two fiscal quarters of the Borrower
and (B) during the 30 days prior to the making of such
acquis