EXHIBIT 10.17
EXECUTION
SECOND AMENDMENT
(TERM LOAN AGREEMENT)
SECOND AMENDMENT, dated as of December 17, 2004 (this "Amendment"),
to the Term Loan Agreement, dated as of July 31, 2003 (as amended by the First
Amendment and Waiver dated as of June 25, 2004, the "Term Loan Agreement"),
among Wheeling-Pittsburgh Corporation, a Delaware corporation ("Holdings"),
Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the "Borrower"),
the Lenders parties to the Term Loan Agreement, the Documentation Agent and
Syndication Agent named therein, Royal Bank of Canada, as administrative agent
(in such capacity, the "Administrative Agent"). Emergency Steel Loan Guarantee
Board (the "Federal Guarantor") and West Virginia Housing Development Fund (the
"State Guarantor").
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Lenders, the Administrative
Agent, the Federal Guarantor and the State Guarantor are parties to the Term
Loan Agreement;
WHEREAS, the Borrower has requested that the Lenders agree to make
certain amendments relating to the Term Loan Agreement as set forth herein; and
WHEREAS, the Lenders and the Federal Guarantor are willing to agree
to such amendments, in each case subject to the terms and conditions set forth
herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Terms defined in the Term Loan Agreement and used
herein shall have the meanings given to them in the Term Loan Agreement.
2. Amendment to Section 1.1 of the Term Loan Agreement. The
definition of "Available Construction Funds" set forth in Section 1.1 of the
Term Loan Agreement is hereby amended by deleting "$5,000,000" therefrom and
substituting in lieu thereof "$12,000,000".
3. Representations and Warranties; No Default. Each of Holdings and
the Borrower hereby confirms that after giving effect to this Amendment each of
the representations and warranties set forth in Section 3 of the Term Loan
Agreement is true and correct. Each of Holdings and the Borrower represents and
warrants that, after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
4. No Change. Except as expressly provided herein, no term or
provision of the Term Loan Agreement shall be amended, modified, supplemented or
waived, and each term and provision of the Term Loan Agreement shall remain in
full force and effect.
2
5. Counterparts. This Amendment may be executed by the parties
hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
6. Effectiveness. This Amendment shall become effective on such date
as the Administrative Agent shall have received executed counterparts hereof
from (i) Holdings, (ii) the Borrower, (iii) the Required Lenders and (iv) the
Federal Guarantor (or, in lieu of an executed counterpart from the Federal
Guarantor, the Federal Guarantor be deemed to have approved this Amendment in
accordance with Section 5.5 of the Federal Guarantee).
7. Governing Law. This Amendment and the rights and obligations of
the parties hereunder shall be governed by, and construed and interpreted 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 day
and year first above written.
WHEELING-PITTSBURGH CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President Secretary and
Treasurer
WHEELING-PITTSBURGH STEEL
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Treasurer
ROYAL BANK OF CANADA, as Administrative
Agent
By: _________________________________________
Name:
Title:
EMERGENCY STEEL LOAN GUARANTEE
BOARD, as Federal Guarantor
By: _________________________________________
Name:
Title:
Signature Page to Second Amendments (Term Loan Agreement)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duty authorized as of the day
and year first above written.
WHEELING-PITTSBURGH CORPORATION
By: _________________________________________
Name:
Title:
WHEELING-PITTSBURGH STEEL
CORPORATION
By: _________________________________________
Name:
Title:
ROYAL BANK OF CANADA, as Administrative
Agent
By: /s/ Xxx Xxxxxx
-----------------------------------------
Name: Xxx Xxxxxx
Title: Assistant Manager, Agency
EMERGENCY STEEL LOAN GUARANTEE
BOARD, as Federal Guarantor
By: _________________________________________
Name:
Title:
Signature Page to Second Amendments (Term Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE TERM LOAN AGREEMENT,
DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION,
WHEELING-PITTSBURGH STEEL
CORPORATION, THE LENDERS FROM TIME
TO TIME PARTIES THERETO, ROYAL BANK
OF CANADA, AS ADMINISTRATIVE AGENT,
EMERGENCY STEEL LOAN GUARANTEE
BOARD, WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER
AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Royal Bank of Canada
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Attorney-In-Fact
Royal Bank of Canada
Signature Page to Second Amendments (Term Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER 15,
2004, TO THE TERM LOAN AGREEMENT,
DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION,
WHEELING-PITTSBURGH STEEL
CORPORATION, THE LENDERS FROM TIME
TO TIME PARTIES THERETO, ROYAL BANK
OF CANADA, AS ADMINISTRATIVE AGENT,
EMERGENCY STEEL LOAN GUARANTEE
BOARD, WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER
AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Australia and New Zealand
Banking Group Limited
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Director
Signature Page to Second Amendments (Term Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER 15,
2004, TO THE TERM LOAN AGREEMENT,
DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION,
WHEELING-PITTSBURGH STEEL
CORPORATION, THE LENDERS FROM TIME
TO TIME PARTIES THERETO, ROYAL BANK
OF CANADA, AS ADMINISTRATIVE AGENT,
EMERGENCY STEEL LOAN GUARANTEE
BOARD, WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER
AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Fleat Capital Corporation
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Signature Page to Second Amendments (Term Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE TERM LOAN AGREEMENT,
DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION,
WHEELING-PITTSBURGH STEEL
CORPORATION, THE LENDERS FROM TIME
TO TIME PARTIES THERETO, ROYAL BANK
OF CANADA, AS ADMINISTRATIVE AGENT,
EMERGENCY STEEL LOAN GUARANTEE
BOARD, WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER
AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
XX Xxxxxx Xxxxx Bank NA
Formerly Bank one NA
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
Signature Page to Second Amendments (Term Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE TERM LOAN AGREEMENT,
DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION,
WHEELING-PITTSBURGH STEEL
CORPORATION, THE LENDERS FROM TIME
TO TIME PARTIES THERETO, ROYAL BANK
OF CANADA, AS ADMINISTRATIVE AGENT,
EMERGENCY STEEL LOAN GUARANTEE
BOARD, WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER
AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LLOYDS TSB BANK PLC
By: /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: XXXX XXXXXXX
Title: VICE PRESIDENT
STRUCTERED
FINANCE S366
/s/ Xxxxx Bimmons
XXXXX BIMMONS
DIRECTOR
STRUCTERED FINANCE 8034
Signature Page to Second Amendments (Term Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE TERM LOAN AGREEMENT,
DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION,
WHEELING-PITTSBURGH STEEL
CORPORATION, THE LENDERS FROM TIME
TO TIME PARTIES THERETO, ROYAL BANK
OF CANADA, AS ADMINISTRATIVE AGENT,
EMERGENCY STEEL LOAN GUARANTEE
BOARD, WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER
AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
US Bank National Association
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to Second Amendments (Term Loan Agreement)
