EX-10.1E 3 b405236_ex10-1e.txt FIFTH AMENDMENT TO CREDIT AGREEMENT 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." 4 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.] 8 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