Asset Purchase Agreement [Amendment No. 1] (242K)
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FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of February 21,
2003 (this "Amendment"), is entered into by and among AK Steel Corporation, a
Delaware corporation ("Buyer"), and National Steel Corporation, a Delaware
corporation (the "Company").
WHEREAS, Buyer, the Company and certain of the Company's subsidiaries
(collectively with the Company, "Sellers" and each a "Seller") are parties to
that certain Asset Purchase Agreement, dated as of January 30, 2003 (the
"Purchase Agreement") pursuant to which Buyer has agreed to purchase the assets
and assume the liabilities relating to the Business (as defined in the Purchase
Agreement) as are specified in the Purchase Agreement, all in the manner and
subject to the terms and conditions set forth in the Purchase Agreement and
pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code; and
WHEREAS, pursuant to Section 7.20 of the Purchase Agreement, Buyer and the
Company desire to amend the Purchase Agreement and the schedules thereto to
reflect that National Steel Pellet Company is a Seller and Buyer's purchase of
all assets related thereto and to add as Sellers other parties necessary to
effectuate the foregoing.
WHEREAS, pursuant to Section 11.6 of the Purchase Agreement, Buyer and the
Company desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises, and the representations,
warranties, covenants and agreements contained in the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Amendment of Section 1.1.
(a) Accounts Payable. The definition of the term "Accounts Payable"
is hereby amended and restated in its entirety to read as follows:
""Accounts Payable" shall mean those trade accounts payable of
Sellers relating to the Business or the Acquired Assets, incurred in
bona fide business transactions in the ordinary course of business
after the commencement of the Chapter 11 Case. Accounts Payable shall
not include any Cure Amounts or any Excluded Liabilities."
(b) Estimated Inventory Value. The definition of the term
"Estimated Inventory Value" is hereby amended and restated in its entirety
to read as follows:
""Estimated Inventory Value" shall mean the Inventory
Value (excluding the Inventory Value of the Inventory of
National Steel Pellet
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Company) determined as of the close of business on the last day of the
month immediately prior to the Closing Date."
(c) Estimated Net Receivables Amount. The definition of the term
"Estimated Net Receivables Amount" is hereby amended and restated in its
entirety to read as follows:
""Estimated Net Receivables Amount" shall mean the
aggregate amount of Accounts Receivable (excluding the amount
of Accounts Receivable of National Steel Pellet Company) minus
the aggregate amount of Accounts Payable (excluding the amount
of Accounts Payable of National Steel Pellet Company) minus
the Company Reserves (excluding the amount of Company Reserves
related to National Steel Pellet Company) calculated as of the
close of business on the last day of the month immediately
prior to the Closing Date."
2. Amendment of Section 3.4(e). Section 3.4(e) of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:
"(e) If the aggregate amount of Accounts Receivable included
in the Acquired Assets (excluding the amount of Accounts
Receivable of National Steel Pellet Company included in the
Acquired Assets) minus (i) the aggregate amount of Accounts
Payable included in the Assumed Liabilities (excluding the
amount of Accounts Payable of National Steel Pellet Company
included in the Assumed Liabilities) and (ii) the Company
Reserves, excluding the amount of Company Reserves related to
National Steel Pellet Company (the "Net Receivables Amount"),
plus the Inventory Value, excluding the Inventory Value of the
Inventory of National Steel Pellet Company included in the
Acquired Assets (the "Working Capital Amount"), is less than
$450 million then the Purchase Price shall be decreased by the
amount of the shortfall (the "Working Capital Adjustment").
Any Working Capital Adjustment resulting from this Section
3.4(e) shall be offset by any reduction to the Purchase Price
made at the Closing based on the Estimated Working Capital
Adjustment."
3. Amendment of Section 7.20. Section 7.20 of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
"7.20 Pellet Company Modification. On or prior to
February 21, 2003, Sellers shall prepare and deliver
amendments, modifications or supplements to the exhibits and
schedules hereto in a form reasonably satisfactory to Buyer to
reflect that National Steel Pellet Company is a Seller and
Buyer's purchase of all assets related thereto (the "Pellet
Company Modification"), and to add as Sellers other parties as
necessary to effectuate the foregoing."
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4. Addition of Hanna Ore Mining Company as Seller. By executing this
Amendment, the parties hereto hereby agree that the Purchase Agreement is
amended to include Hanna Ore Mining Company as a Seller and to add Hanna
Ore Mining Company as a signatory to the Purchase Agreement.
5. Amendment of Schedule 1. Schedule 1 to the Purchase Agreement is hereby
amended as set forth on Exhibit A attached hereto.
6. Amendment of Schedule 2.1(a)-1. Schedule 2.1(a)-1 to the Purchase Agreement
is hereby amended as set forth on Exhibit B attached hereto.
7. Amendment of Schedule 2.1(c). Schedule 2.1(c) to the Purchase Agreement is
hereby amended as set forth on Exhibit C attached hereto.
8. Amendment of Schedule 2.1(i). Schedule 2.1(i) to the Purchase Agreement is
hereby amended as set forth on Exhibit D attached hereto.
9. Amendment of Schedule 2.1(k). Schedule 2.1(k) to the Purchase Agreement is
hereby amended as set forth on Exhibit E attached hereto.
10. Amendment of Schedule 2.1(n). Schedule 2.1(n) to the Purchase Agreement is
hereby amended as set forth on Exhibit F attached hereto.
11. Amendment of Schedule 2.2(i). Schedule 2.2(i) to the Purchase Agreement is
hereby amended as set forth on Exhibit G attached hereto.
12. Amendment of Schedule 2.2(k). Schedule 2.2(k) to the Purchase Agreement is
hereby amended as set forth on Exhibit H attached hereto.
13. Amendment of Schedule 7.16. Schedule 7.16 to the Purchase Agreement is
hereby amended as set forth on Exhibit I attached hereto.
14. Amendment of Schedule 10.1(c). Schedule 10.1(c) to the Purchase Agreement
is hereby amended as set forth on Exhibit J attached hereto.
15. Amendment of Schedule 5.1 of the Disclosure Schedule. Schedule 5.1 of the
Disclosure Schedule is hereby amended as set forth on Exhibit K attached
hereto.
16. Amendment of Schedule 5.4 of the Disclosure Schedule. Schedule 5.4 of the
Disclosure Schedule is hereby amended as set forth on Exhibit L attached
hereto.
17. Amendment of Schedule 5.6(a) of the Disclosure Schedule. Schedule 5.6(a) of
the Disclosure Schedule is hereby amended as set forth on Exhibit M
attached hereto.
18. Amendment of Schedule 5.6(b) of the Disclosure Schedule. Schedule 5.6(b) of
the Disclosure Schedule is hereby amended as set forth on Exhibit N
attached hereto.
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19. Amendment of Schedule 5.7 of the Disclosure Schedule. Schedule 5.7 of the
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