EXECUTION COPY
AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of December 30, 1996
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
among WHEELING-PITTSBURGH STEEL COMPANY, a Delaware corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement referred to below (collectively, the "LENDERS")
and CITIBANK, N.A., as agent (the "AGENT"), and as issuing agent (the "ISSUING
AGENT").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, the Agent and the Issuing Agent have
entered into a Second Amended and Restated Credit Agreement dated as of December
28, 1995 (as amended, supplemented or otherwise modified through the date
hereof, the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this
Amendment have the meanings specified in the Credit Agreement.
(2) The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 1.01 is amended as follows:
(i) Section 1.01 is amended by adding the following new defined
term in appropriate alphabetical order:
"PARENT LOANS" means intercompany loans in the form of
cash advances made by WHX from time to time, since September
30, 1996, to the Borrower or any of the Guarantors.
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(ii) Section 1.01 is further amended by deleting the defined term
"Net Worth" and substituting therefor the following defined term:
"NET WORTH of any Person means, at any date, the excess
of (a) the Total Assets of such Person at such date OVER (b)
the Total Liabilities of such Person at such date MINUS the
aggregate principal amount of Parent Loans received by such
Person and outstanding at such date MINUS, in the case of the
Borrower, the aggregate amount of Keepwell Payments that are
designated as loans or advances made on behalf of such Person
on or prior to such date."
(b) Schedule 4.16 is amended to include the following:
"A worker stoppage began and has continued to date by
the USWA at eight plants operated by the Borrower in
Ohio, Pennsylvania and West Virginia."
(c) Section 5.1 is amended by deleting the amounts set
opposite the following dates and substituting therefor the amount set
forth below opposite each such date:
"March 31, 1997 300,000,000
June 30, 1997 290,000,000"
(d) Section 5.3 is amended by deleting the ratios set opposite
the dates December 31, 1996, March 31, 1997 and June 30, 1997 and
substituting therefor the word "none".
(e) Section 7.2(h) is amended in full to read as follows:
"(h) Indebtedness (i) evidenced by the Holdings Note,
(ii) under the Keepwell Payments made to the Borrower by WHX
and/or Holdings pursuant to the Keepwell Agreement and (iii)
under Parent Loans;"
(f) Section 7.4 is amended as follows:
(i) Section 7.4(b)(v) is amended by inserting after
the phrase "or other Loans or Advances" thereof the phrase
"(other than Parent Loans)".
(ii) Section 7.4(b) is amended by deleting the word
"and" at the end of subsection (vi) thereof, by redesignating
subsection "(vii)" thereof as subsection "(viii)" and by
adding a new subsection (vii) to read as follows:
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"(vii) with the consent of the Agent,
payments made by a Loan Party to repay Parent Loans
and".
(iii) Section 7.4(b) is further amended by deleting
the phrase "(v), (vi) or (vii) above" from the proviso at the
end thereof and substituting therefor the phrase "(v), (vi),
(vii) or (viii) above".
(iv) Section 7.4(b) is further amended by inserting
after the phrase "Keepwell Payment was made" in clause (C) of
the proviso at the end thereof the phrase "and only so long as
no Parent Loans are outstanding".
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall
become effective as of the date first above written on the Business Day when,
and only when, on or before March 4, 1997 (or such later date as the Agent shall
agree), the following conditions shall have been satisfied:
(a) The Agent shall have received counterparts of this
Amendment executed by the Borrower, each other Loan Party and the
Majority Lenders or, as to any of the Lenders, advice satisfactory to
the Agent that such Lenders have executed this Amendment.
(b) The Agent shall have received a certificate signed by a
duly authorized officer of the Borrower stating that:
(i) The representations and warranties contained in
the Credit Agreement and each Loan Document are correct on and
as of the date of such certificate as though made on and as of
the date hereof other than any such representations or
warranties that, by their terms, refer to a date other than
the date of such certificate; and
(ii) No event has occurred and is continuing that
constitutes a Default or an Event of Default.
The effectiveness of this Amendment is conditioned upon the accuracy of the
factual matters described herein. This Amendment is subject to the provisions of
Section 10.1 of the Credit Agreement.
SECTION 3. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE NOTES. (a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in each of the
Loan Documents to "the Credit Agreement",
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"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Amendment.
(b) The Credit Agreement and each of the Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender, the Agent, or the Issuing Agent under
the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document.
SECTION 4. COSTS AND EXPENSES. The Borrower agrees to pay on
demand all costs and expenses of the Agent and the Issuing Agent in connection
with the preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Agent and the Issuing Agent) in accordance with the
terms of Section 10.4(a) of the Credit Agreement.
SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
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SECTION 6. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWER
WHEELING-PITTSBURGH STEEL
CORPORATION
By: /s/ F.G. Chbosky
-----------------------------
Name: F.G. Chbosky
Title:Executive Vice President
Chief Financial Officer
AGENT
CITIBANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
LENDERS
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CORESTATES BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANKAMERICA BUSINESS CREDIT, INC.
By:_______________________________
Name:
Title:
STAR BANK, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title:Vice President
NATIONSBANK, N.A.
By:_______________________________
Name:
Title:
NATIONAL CITY COMMERCIAL
FINANCE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ISSUER (AND NOT LENDER)
CITIBANK, N.A.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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CONSENTED TO AND ACKNOWLEDGED:
WHEELING-PITTSBURGH CORPORATION
By: /s/ F. G. Chbosky
------------------------------
Title: Chief Financial Officer
WHEELING CONSTRUCTION PRODUCTS, INC.
By: /s/ F. G. Chbosky
------------------------------
Title: Treasurer
PITTSBURGH-▇▇▇▇▇▇▇▇ CORPORATION
By: /s/ F. G. Chbosky
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Title: Treasurer
UNIMAST INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President/Secretary
