Steel Dynamics Inc · S-1/A · On 10/31/96 · EX-10.1B

Filed On 10/31/96   ·   SEC File 333-12521   ·   Accession Number 950123-96-6105

Pre-Effective Amendment to Registration Statement (General Form)   ·   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 1 to Form S-1                          106    678K 
 2: EX-1.1      Form of Underwriting Agreement                        36    140K 
 3: EX-10.1B    Amendment No. 5 to Credit Agreement                   11     32K 
 4: EX-10.1C    Amendment No. 6 to Credit Agreement                    6     23K 
 5: EX-10.1D    Amendment No. 7 to Credit Agreement                   21     64K 
 6: EX-10.2     Loan Agreement/Indiana Development Finance            33    123K 
 7: EX-10.4     Industrial Gases Supply Agreement/Air Products        10     49K 
 8: EX-10.6     Gas Services Agreement/Northern Indiana Fuel Et Al    16     41K 
 9: EX-10.7     Gas Service Agreement/Northern Indiana Trading        19     48K 
10: EX-10.8     Gas Service Agreement/Crossroads Pipeline Co.         16     40K 
11: EX-10.13    Agreement to Provide Scrap Purchasing Services        11     44K 
12: EX-10.15    Iron Carbide Off Take Agreement/Qualitech Steel       20     71K 
13: EX-10.18    1994 Incentive Stock Option Agreement as Amended      16     67K 
14: EX-10.20    Employment Agreement/Keith Busse                      10     41K 
15: EX-10.21    Employment Agreement Agreement/Mark D. Millett        10     41K 
16: EX-10.22    Employment Agreement/Richard P. Teets, Jr.            10     41K 
17: EX-10.25    "Second Look" Export Distribution Agreement           14     56K 
18: EX-10.26    Sale of Excess Product Agreement/Sumitomo Corp.        7     34K 
19: EX-10.35    Stock Purchase Agreement/Preussag Stahl Ag            33    144K 
20: EX-10.36    Stock Purchase Agreement/Sumitomo Corp.               23    106K 
21: EX-10.37    Stock Purchase Agreement/Bain Capital                 34    146K 
22: EX-11.1     Computation of Net Loss Per Share                      1     10K 
23: EX-21.1     List of the Registrant's Subsidiaries                  1      7K 
24: EX-23.2     Consent of Deloitte & Touche Llp                       1      9K 
25: EX-27.1     Financial Data Schedule                                1     12K 

EX-10.1B   ·   Amendment No. 5 to Credit Agreement

EX-10.1B
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                                                                   Exhibit 10.1b

FIFTH AMENDMENT TO CREDIT AGREEMENT 

          THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of March 4, 1996, by and among STEEL DYNAMICS, INC., an Indiana corporation  
(the "Borrower"), the lenders listed on the signature pages hereof and MELLON   
BANK, N.A., a national banking association, as agent for the Lenders under the  
Credit Agreement referred to below (the "Agent") .                              

RECITALS: 

          WHEREAS the Borrower, certain lenders (the "Lenders") , the Agent,
Mellon Bank, N.A., as Issuing Bank, and Kreditanstalt fur Wiederaufbau, Bank    
One, Indianapolis, National Association and NBD Bank, N.A., as Co-Agents,       
entered into a Credit Agreement, dated as of June 30, 1994, as amended as of    
January 6, 1995, May 22, 1995, June 15, 1995 and November 20, 1995 (as so       
amended, the "Original Agreement"), pursuant to which the Lenders have extended 
credit to the Borrower to fund the construction and operation of a 1.2 million  
ton thin slab cast mini-mill in Butler, Indiana;                                

            WHEREAS, the Borrower wishes to borrow, as term loans, an additional
$150,000,000 to be used to fund the construction and operation of a cold rolling
and coating steel processing facility to be constructed adjacent to the existing
project facilities of the Borrower;                                             

         WHEREAS, the Borrower and the Required Lenders (as defined in the
Original Agreement) desire to amend the Original Agreement to affect the changes
described above and to make certain other changes therein;                      

      WHEREAS, Banque Nationale de Paris is to become a party to the
Original Agreement, as amended hereby, as a Senior Co-Agent and a Lender;       

            WHEREAS, upon the effectiveness of this Amendment, Kreditanstalt fur
Wiederaufbau, Banque Nationale de Paris and Comerica Bank shall be designated   
Senior Co-Agents, and Bank One Indianapolis, National Association, NBD Bank,    
N.A., The Industrial Bank of Japan, Limited, and Bank Austria Aktiengesellschaft
shall be designated Co-Agents (for purposes of the Original Agreement, as       
amended hereby, the term "Co-Agents" shall refer to both the Senior Co-Agents   
and the Co-Agents);                                                             

        WHEREAS, immediately prior to the signing by the Lenders of this
Amendment, Dai-Ichi Kangyo Bank, Ltd., shall have assigned all its rights and   
interests as a Lender to one or more other Lenders, and shall no longer be a    
Lender party to the Original Agreement, as amended hereby;                      

EX-10.1B
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      WHEREAS, in connection with the changes to be made pursuant to
this Amendment, the Borrower proposes to amend the Subordinated Debt Purchase   
Agreement to make conforming changes in such document;                          

         WHEREAS, the Borrower has advised the Agent and the Lenders, with
respect to the Stockholders Agreement among the stockholders of the Borrower's  
parent, Steel Dynamics Holdings, Inc. ("Holdings") (which Stockholders Agreement
is referred to in Section 6.14 of the Original Agreement and is herein referred 
to as the "Stockholders Agreement"), in connection with the sale by Holdings of 
shares of its Class A Common Stock to Preussag Stahl AG ("Preussag"), the       
Stockholders Agreement is proposed to be amended by a Stockholders Joinder      
Agreement and Amendment No. 2 to Stockholders Agreement (the "Preussag          
Amendment"), which will provide in substance that (i) Preussag will become a    
party to the Stockholders Agreement and will be bound by and have the benefit of
all the terms thereof, (ii) the shares of Class A Common Stock of Holdings      
issued to Preussag and any shares of equity securities issued with respect to   
such shares of Class A Common Stock by way of stock dividend or stock split or  
in connection with a combination of shares, recapitalization, merger,           
consolidation or other reorganization (collectively the "Preussag Shares") shall
be "Stockholders Shares" under and as defined in the Stockholders Agreement, and
(iii) one representative designated by the holders of a majority of the Preussag
Shares shall be elected to the Board of Directors of Holdings and may be removed
only by such holders;                                                           

           WHEREAS, the Borrower proposes to grant to its customer, Affiliated
Metals Company, a surface drainage easement over a portion of the Project Site  
(the "Easement"), and has asked that the Lenders subordinate the lien of the    
Mortgage to the Easement; and                                                   

          WHEREAS, capitalized terms not otherwise defined herein shall have
the meanings assigned thereto in the Original Agreement .                       

            NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby agree as follows:                                                        

           Section 1. Amendments to Original Agreement. The Original Agreement
is hereby amended as follows:                                                   

      (a) Articles I, II, III, IV, V, VI, VII and IX of the Original
Agreement are hereby amended in their entirety to read as set forth on Annex 1  
hereto.                                                                         

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EX-10.1B
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            (b) The Original Agreement is hereby amended by adding the following
Schedules, which shall read as set forth on Annex 2 hereto:                     

Schedule                 Subject Matter                               
--------                 --------------                               
1.01B-1996               Phase II Project Agreements                  
1.01C-1996               Phase II Project Budget                      
1.01D-1996               List of Specifications (Phase II)            
3.15-1996                Ownership and Control as of Fifth            
Amendment           
3.31-1996                Phase II Project Compliance With Laws;       
Permits             
4.05(d)-1996             Certain Phase II Project Agreements          

            (c) The Original Agreement is hereby amended by adding the following
Exhibit, which shall read as set forth on Annex 3 hereto:                       

Exhibit                  Title                                        
-------                  -----                                        
B-4-1996                 Form of Tranche D Note                       

      Section 2. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders as follows:                

        (a) The representations and warranties set forth in the Original
Agreement are true and correct on and as of the date hereof as if made on and as
of the date hereof (except for any representation or warranty which was         
expressly limited to an earlier date, in which case such representations and    
warranties shall be true and correct on and as of such earlier date), and that  
no Event of Default or Potential Default has occurred and is continuing or      
exists on and as of the date hereof.                                            

         (b) The execution, delivery and performance of this Amendment has
been duly authorized by all necessary action on the part of the Borrower, has   
been duly authorized by all necessary governmental approvals, if any, and does  
not and will not contravene or conflict with any provision of law or of the     
organizational instruments of the Borrower or of any agreement or instrument    
binding on it.                                                                  

            (c) This Amendment is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except 
as enforceability may be limited by applicable bankruptcy, insolvency,          
reorganization, moratorium or similar laws now or hereafter in effect affecting 
the enforcement of creditors' rights generally and by general equitable         
principles (whether enforcement is sought by proceedings in equity or at law).  

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EX-10.1B
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          Section 3. Inclusion of Banque National de Paris. By executing and
delivering this Amendment, Banque National de Paris agrees to become a Senior   
Co-Agent and a Lender under, and to be bound by the terms and provisions of, the
Original Agreement, as amended by this Amendment.                               

     Section 4. Consent to Amendment of Subordinated Debt Purchase
Agreement. Notwithstanding the restrictions of Section 6.14 of the Original     
Agreement, by executing and delivering this Amendment, the Required Lenders     
hereby consent to the Borrower's entering into Consent and Amendment No. 1 to   
the Subordinated Debt Purchase Agreement in substantially the form provided by  
the Borrower to the Lenders prior to the execution of this Amendment, with such 
changes therein as shall be satisfactory to the Agent.                          

       Section 5. Preussag Amendment. By executing and delivering this
Amendment, the Required Lenders hereby waive the application to the Preussag    
Amendment of the covenant set forth in Section 6.14 of the Original Agreement   
(which covenant limits certain modifications of the Stockholders Agreement) .   
This waiver is being made solely for the purpose of permitting the Preussag     
Amendment to be consummated. The waiver set forth herein shall be limited       
precisely as provided for herein and shall not be deemed to be a waiver of,     
amendment to, consent to or modification of any other term or provision of the  
Original Agreement or any other Loan Document or instrument referred to therein.
Neither the fact that Borrower has requested this waiver nor the fact that the  
Required Lenders and the Agent have agreed to this waiver shall entitle the     
Borrower to expect the Required Lenders and/or the Agent to agree in the future 
to enter into any similar waivers of any provision of the Original Agreement.   

        Section 6. Consent to Easement. By executing and delivering this
Amendment, the Required Lenders hereby consent to the granting of the Easement, 
as the same is more fully described on Annex 4 hereto, and further direct the   
Agent to execute and deliver a mortgage subordination instrument to effect      
subordination of the Mortgage to the Easement.                                  

           Section 7. Miscellaneous. (a) This Amendment shall become effective
upon (i) execution and delivery hereof by all of the Lenders, the Borrower and  
the Agent and (ii) the payment by the Borrower to the Agent for the respective  
accounts of the Lenders of the amendment fees previously agreed to, provided    
that Sections 5 and 6 hereof shall become effective upon execution and delivery 
hereof by the Required Lenders, the Borrower and the Agent. The execution below 
by the Lenders shall constitute a direction to the Agent to execute this        
Amendment. The fees described in the first sentence of this Section 7(a) shall  
be due and payable on the day after this Amendment is signed by the Lenders.    

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EX-10.1B
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           (b) The Original Agreement, as amended by this Amendment, is in all
respects ratified, approved and confirmed and shall, as so amended, remain in   
full force and effect. From and after the date hereof, all references to the    
"Agreement" in the Original Agreement and in the other Loan Documents shall be  
deemed to be references to the Original Agreement as amended by this Amendment .

          (c) This Amendment shall be deemed to be a contract under the laws
of the State of New York and for all purposes shall be governed by and construed
and enforced in accordance with the laws of said State.                         

            (d) This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall          
constitute but one and the same instrument.                                     

           IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Amendment as of the date first
above written.                                                                  

                    STEEL DYNAMICS  INC.

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

                                MELLON BANK, N.A., as Lender and
          as Agent

                       By /s/ ROGER N. STANIER
                                           -------------------------------------
                            Title:  Vice President

         Tranche D
                              Committed Amount:  $10,000,000

         Tranche D
          Commitment
                               Percentage: 6.6666666666666666%

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EX-10.1B
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                              KREDITANSTALT FUR WIEDERAUFBAU
                    as Senior Co-Agent

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

         Tranche D
                             Committed Amount: $50,000,000

         Tranche D
          Commitment
                                Percentage: 33.3333333333333333%

                         BANQUE NATIONALE DE PARIS
                  as Senior Co-Agent

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

         Tranche D
                             Committed Amount: $20,000,000

         Tranche D
          Commitment
                                Percentage: 13.3333333333333333%

             COMERICA BANK
                    as Senior Co-Agent

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

         Tranche D
                             Committed Amount: $20,000,000

         Tranche D
          Commitment
                                Percentage: 13.3333333333333333%

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EX-10.1B
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                               BANK ONE INDIANAPOLIS, NATIONAL
           ASSOCIATION
             as Co-Agent

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

         Tranche D
                             Committed Amount: $10,000,000

         Tranche D
          Commitment
                               Percentage: 6.6666666666666666%

        NBD BANK
             as Co-Agent

                      By /s/ [SIG ILLEGIBLE]
                                           -------------------------------------
                            Title:  Vice President

         Tranche D
                     Committed Amount: -0-

         Tranche D
          Commitment
               Percentage: -0-

                             THE INDUSTRIAL BANK OF JAPAN,
       LIMITED
             as Co-Agent

                  By /s/ Yutaka Endo
                                           -------------------------------------
                                   Title:  Senior Vice President

         Tranche D
                            Committed Amount: $5,000,000

         Tranche D
          Commitment
                               Percentage: 3.3333333333333333%

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EX-10.1B
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                               BANK AUSTRIA AKTIENGESELLSCHAFT
             as Co-Agent

                      By /s/ J. Anthony Seay
                                        ------------------------------------
                           Title: Vice President

                   By /s/ Jeanine Ball
                                        ------------------------------------
                                     Title: Assistant Vice President

         Tranche D
                             Committed Amount: $15,000,000

         Tranche D
          Commitment
               Percentage: 10%

                               COMMERZBANK AKTIENGELSELLSCHAFT

                By /s/ S. Wallat
                                       -----------------------------------
                                Title: Assistant Treasurer

                     By /s/ K. H. Schroter
                                       -----------------------------------
                           Title: Vice President

         Tranche D
                     Committed Amount: -0-

         Tranche D
          Commitment
               Percentage: -0-

                        FORT WAYNE NATIONAL BANK

                          By /s/ Signature Illegible
                                        ------------------------------------
                                  Title: Senior Vice President

         Tranche D
                            Committed Amount: $5,000,000

         Tranche D
          Commitment
                               Percentage: 3.3333333333333333%

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EX-10.1B
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                       WESTDEUTSCHE LANDESBANK
                             GIROZENTRALE, NEW YORK BRANCH

                          By /s/ Signature Illegible
                                        ------------------------------------
                           Title: Vice President

                          By /s/ Signature Illegible
                                        ------------------------------------
            Title:

         Tranche D
                              Committed Amount:  $10,000,000

         Tranche D
          Commitment
                               Percentage: 6.6666666666666666%

                                DEUTSCHE BANK AG, CHIGAGO AND/OR
                         CAYMAN ISLANDS BRANCHES

                    By /s/ Haroon Imtiaz
                                        ------------------------------------
                      Title: Associate

                   By /s/ David Berger
                                        ------------------------------------
                                     Title: Assistant Vice President

         Tranche D
                      Committed Amount:  -0-

         Tranche D
          Commitment
               Percentage: -0-

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                           NATIONAL CITY BANK, INDIANA

                     By /s/ Reagan K. Rick
                                     ---------------------------------
                           Title: Vice President

         Tranche D
                            Committed Amount: $5,000,000

         Tranche D
          Commitment
                               Percentage: 3.3333333333333333%

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EX-10.1B
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                SUMITOMO CORPORATION

           By /s/ S. Ozawa
                                       ---------------------------------------
                                         Title: S. Ozawa, Deputy General Manager
                                        Energy, Chemical & Metal Project Dept.

     Tranche D
                 Committed Amount: -0-

     Tranche D
      Commitment
           Percentage: -0-

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-1/A Filing		Date		First		Last			Other Filings
		6/30/94		1
		1/6/95		1
		5/22/95		1
		6/15/95		1
		11/20/95		1
		3/4/96		1
Filed On / Filed As Of		10/31/96
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