Exhibit 4.18
AMENDMENT NUMBER 1
TO LOAN AGREEMENT
THIS AMENDMENT NUMBER 1 TO LOAN AGREEMENT (this "Amendment")
is made as of this 18th day of June 2002 by and between the CITY OF WEIRTON,
WEST VIRGINIA, a public corporation and an incorporated municipality duly
organized and existing under the Constitution and laws of the State of West
Virginia (the "Issuer"), and WEIRTON STEEL CORPORATION, a Delaware corporation
(the "Company").
W I T N E S S E T H :
WHEREAS, the Issuer and the Company entered into a Loan
Agreement dated as of November 1, 1989 (the "Original Agreement") in connection
with the issuance by the Issuer of its $56,300,000 Pollution Control Revenue
Refunding Bonds (Weirton Steel Corporation Project) Series 1989 (the "Series
1989 Bonds");
WHEREAS, the Issuer proposes to finance the refunding of the
Series 1989 Bonds by the issuance of its Secured Pollution Control Revenue
Refunding Bonds (Weirton Steel Corporation Project) Series 2002 (the "Secured
Series 2002 Bonds") pursuant to an indenture of trust (the "2002 Indenture") to
be entered into by the Issuer and X. X. Xxxxxx Trust Company, National
Association, as trustee (the "Trustee");
WHEREAS, the Issuer proposes to refund the Series 1989 Bonds
by exchanging them for its Secured Series 2002 Bonds (the "Bond Exchange");
WHEREAS, in connection with the Bond Exchange, the Issuer and
the Company propose to enter into a new Loan Agreement dated as of June 18, 2002
(the "2002 Loan Agreement") to provide funds to the Issuer to pay when due the
principal of, premium, if any, and interest on the Secured Series 2002 Bonds;
WHEREAS, after giving effect to the Bond Exchange, the
aggregate principal amount of the loan under the Original Agreement has been
reduced by an amount equal to the aggregate principal amount of the Series 1989
Bonds tendered in the Bond Exchange;
WHEREAS, in connection with the Bond Exchange, the Issuer and
the Company desire to amend or eliminate certain provisions of the Original
Agreement with the approval of not less than sixty-six and two-thirds percent
(66-2/3%) of the holders of the Series 1989 Bonds;
WHEREAS, the Issuer has assigned its right, title, and
interest in the Original Agreement (except the Issuer's rights under Sections
4(b) and (c), 6.2 and 7.4 thereof) to X.X. Xxxxxx Trust Company, as successor to
Pittsburgh National Bank, as trustee (the "Trustee") under the Indenture of
Trust between the Issuer and Pittsburgh National Bank dated as of November 1,
1989 (the "Indenture"), as contemplated by the Agreement, and the Company has
consented to such assignment;
WHEREAS, the Trustee has consented to the provisions of this
Amendment and agreed to provide written evidence of such consent in accordance
with the provisions of the Original Agreement; and
WHEREAS, all acts and things necessary to amend the Original
Agreement as aforesaid and to make this Amendment a valid agreement, in
accordance with its terms, have been done.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants hereafter contained, the parties hereby agree as follows.
ARTICLE I
AMENDMENTS
Section 1.01 DELETION OF CERTAIN COVENANTS.
The following covenants are hereby eliminated and deleted in their
entirety:
(i) Section 5.5 Limitations on Liens.
(ii) Section 5.6 Limitations on Sale and Leaseback
Transactions.
Section 1.02 MODIFICATION OF EVENTS OF DEFAULT PROVISION.
Section 7.1(a) is hereby modified and amended to read in its entirety
as follows:
Section 7.1. EVENTS OF DEFAULT DEFINED.
(a) The following shall be "Events of Default" under
this Agreement and the terms "Event of Default" and
"Default" shall mean, whenever they are used in this
Agreement, any one or more of the following events:
(i) Failure by the Company to pay the amounts
required to be paid under Sections 4.2(a) or (f)
hereof at the time specified therein.
(ii) Failure by the Company to comply with any of
its other agreements herein and such default
continues for sixty (60) days after notice from the
Issuer, the Trustee or the Holders of at least
twenty-five percent (25%) in aggregate principal
amount of the Bonds.
(iii) [INTENTIONALLY DELETED]
(iv) The Company pursuant to or within the meaning
of any Bankruptcy Law:
(A) commences a voluntary case; or
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(B) consents to the entry of an order for relief
against it in an involuntary case; or
(C) consents to the appointment of a Custodian of it
or for all or substantially all of its property; or
(D) makes a general assignment for the benefit of
its creditors; or
(v) A court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an
involuntary case; or
(B) appoints a Custodian of the Company for all or
substantially all of its property; or
(C) order the liquidation of the Company; and the
order or decree remains unstayed and in effect for
60 days.
ARTICLE II
OPERATIVE DATE
Section 2.01 EFFECTIVENESS OF AMENDMENT TO LOAN AGREEMENT. This
Amendment shall become effective on and as of the date the counterparts hereto
shall have been executed by each of the parties hereto and shall become
operative on and as of the date of the consummation of the Bond Exchange.
ARTICLE III
MISCELLANEOUS
Section 3.01 AMENDMENT; DEFINED TERMS. This Amendment is executed and
shall be construed as an amendment to the Original Agreement, which shall
continue in full force and effect except to the extent expressly modified or
amended by this Amendment. Except as herein expressly otherwise defined, the
terms used herein shall have the same meaning as provided in the Original
Agreement.
Section 3.02 RESPONSIBILITY FOR RECITALS. The recitals herein shall be
taken as the statements of the Company, and the Issuer assumes no responsibility
for the correctness thereof.
Section 3.03 SUCCESSORS AND ASSIGNS. All the covenants and agreements
in this Amendment concerning the Company shall bind its successors and assigns
whether so expressed or not.
Section 3.04 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of West Virginia.
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Section 3.05 COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Issuer has caused this Amendment to be
executed in its corporate name and with its official seal hereunto affixed and
attested by its duly authorized officials and the Company has caused this
Amendment to be executed in its corporate name with its corporate seal hereunto
affixed and attested by its duly authorized officers, and the Trustee has caused
this Amendment to be executed in its corporate name with its corporate seal
affixed and attested by its duly authorized officers, all of the above occurred
as of the date first above written.
[SEAL] CITY OF WEIRTON, WEST VIRGINIA
Attest: By /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Mayor
/S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
City Clerk
[SEAL] WEIRTON STEEL CORPORATION
Attest: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President
of Finance and Administration
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Secretary
[SEAL] X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION
Attest: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
/s/ Jo Xxxx Xxxxxx
---------------------------------
Jo Xxxx Xxxxxx
Assistant Vice President/Authorized Officer
