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EXHIBIT 4.3
AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO TERM LOAN AGREEMENT (this "Amendment No. 1"),
dated as of December 31, 1997, among Wheeling-Pittsburgh Corporation, a Delaware
corporation (the "Borrower"), the various financial institutions from time to
time parties thereto (collectively, the "Lenders"), DLJ Capital Funding, Inc.,
as syndication agent (the "Syndication Agent") and administrative agent (the
"Administrative Agent") for the Lenders, and Citicorp USA, Inc., as
documentation agent (the "Documentation Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Syndication Agent, the
Administrative Agent and the Documentation Agent are parties to a Term Loan
Agreement, dated as of November 26, 1997 (as heretofore modified and
supplemented and in effect from time to time, the "Term Loan Agreement"); and
WHEREAS, the Borrower has requested the Lenders to amend the Term Loan
Agreement to appoint a successor Administrative Agent; and
WHEREAS, the Borrower desires, and the Lenders are willing, upon the terms
and conditions hereinafter set forth, to amend the Term Loan Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment No. 1, including its
preamble and recitals, 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 No. 1" is defined in the preamble.
"Amendment Effective Date" is defined in Subpart 3.1.
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"Borrower" is defined in the preamble.
"Documentation Agent" is defined in the preamble.
"Lenders" is defined in the preamble.
"Syndication Agent" is defined in the preamble.
"Term Loan Agreement" is defined in the first recital.
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment No. 1, including its
preamble and recitals, have the meanings ascribed thereto in the Term Loan
Agreement.
PART II
AMENDMENTS TO TERM LOAN AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Term Loan Agreement is hereby amended in accordance with this Part II.
Except to the extent amended by this Amendment No. 1, the Term Loan Agreement is
and shall continue to be in full force and effect and is hereby
ratified and confirmed in all respects.
SUBPART 2.1. Amendment to Cover Page. The cover page of the Term Loan
Agreement is hereby amended to (i) delete the words "and the Administrative
Agent" from the caption for "DLJ CAPITAL FUNDING, INC." and (ii) insert
immediately after such caption a new caption entitled "NATIONAL CITY BANK, as
the Administrative Agent for t e Lenders,".
SUBPART 2.2. Amendment to Preamble. The preamble of the Term Loan
Agreement is hereby amended to (i) delete the word "and" immediately following
the underscored parenthetical reference to Syndication Agent appearing in the
fifth line thereof and (ii) insert in lieu thereof the following words:
"NATIONAL CITY BANK, acting through its Corporate Trust Department ("National
City"),".
SUBPART 2.3. Amendment to Section 1.1. Section 1.1 of the Term Loan
Agreement is amended to add the following new definition thereto in its
appropriate alphabetical order:
"National City" is defined in the preamble.
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SUBPART 2.4. Amendment to Section 9.1. Section 9.1 of the Term Loan Agreement is
hereby amended to (i) delete the word "and" immediately following the words
"Syndication Agent" appearing in the second line of such Section and (ii) insert
immediately thereafter the following words: ", National City as".
SUBPART 2.5. Amendment to Administrative Agent References. References to
DLJ in its capacity as "the Administrative Agent" contained in each other Loan
Document shall in each instance be replaced with a reference to "National City".
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Effective Date. This Amendment No. 1 shall be and become
effective upon the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Subpart 3.1 (the "Amendment Effective Date").
SUBPART 3.1.1. Execution of Counterparts. The Agents shall have received
counterparts of this Amendment No. 1 duly executed by the Borrower, the
Syndication Agent, the Administrative Agent and the Lenders (or evidence thereof
satisfactory to the Agents).
SUBPART 3.2. Limitation. Except as expressly provided hereby, all of the
representations, warranties, terms, covenants and conditions of the Term Loan
Agreement and each other Loan Document shall remain unamended and unwaived and
shall continue to be, and shall remain, in full force and effect in accordance
with their respective terms. The amendments, modifications and consents set
forth herein shall be limited precisely as provided for herein, and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any other
term or provision of the Term Loan Agreement or of any term or provision of any
other Loan Document or other instrument referred to therein or herein, or of any
transaction or further or future action on the part of the Borrower or any other
Person which would require the consent of the Agents or any of the Lenders under
the Term Loan Agreement or any such other Loan Document or instrument.
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PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment No. 1 to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment No. 1. References in this Amendment No. 1 to any Article or Section
are, unless otherwise specified, to such Article or Section of the Term Loan
Agreement.
SUBPART 4.2. Loan Document Pursuant to Term Loan Agreement. This Amendment
No. 1 is a Loan Document executed pursuant to the Term Loan Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered and
applied in accordance with the terms and provisions of he Term Loan Agreement,
as amended hereby, including Article X thereof.
SUBPART 4.3. Counterparts, etc. This Amendment No. 1 may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
Agreement.
SUBPART 4.4. Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SUBPART 4.5. Successors and Assigns. This Amendment No. 1 shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their respective officers hereunto duly authorized as of the day
and year first above written.
WHEELING-PITTSBURGH
CORPORATION
By_______________________________
Title:
6
DLJ CAPITAL FUNDING, INC.,
as the Syndication Agent and
as Lender
By_______________________________
Title:
7
NATIONAL CITY BANK, acting
through its Corporate Trust
Department, as the
Administrative Agent
By_______________________________
Title:
8
BANK OF MONTREAL
By_______________________________
Title:
9
ING BARING (U.S.) CAPITAL
CORPORATION
By_______________________________
Title:
10
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P., as
Investment Advisor
By_______________________________
Title:
11
SENIOR HIGH INCOME PORTFOLIO,
INC.
By_______________________________
Title:
12
AMERICAN LIFE & CASUALTY
INSURANCE
By_______________________________
Title:
13
CONSECO LIFE INSURANCE COMPANY
By_______________________________
Title:
14
KZH HOLDING CORPORATION III
By_______________________________
Title:
15
FRANKLIN PRINCIPAL MATURITY
TRUST
By_______________________________
Title:
16
PAMCO CAYMAN LTD.
By_______________________________
Title:
00
XXX XXXXX XXXXXXXXX BANK
By_______________________________
Title:
18
ML CBO IV (CAYMAN LTD.)
By_______________________________
Title:
19
TCW LEVERAGED INCOME TRUST
By_______________________________
Title:
