Exhibit 10.2
AMENDMENT NO. 1 TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
June 10, 2002
Weirton Steel Corporation
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Ladies and Gentlemen:
Reference is made to the Amended and Restated Loan and
Security Agreement dated as of May 3, 2002 by and among Weirton Steel
Corporation ("Borrower"), the lenders from time to time party thereto (the
"Lenders"), Fleet Capital Corporation, individually as a Lender, and as agent
for the Lenders (the "Agent"), Foothill Capital Corporation, individually as a
Lender, and as Syndication Agent for the Lenders, The CIT Group/Business Credit,
Inc., individually as a Lender, and as a Documentation Agent for the Lenders,
GMAC Business Credit, LLC, individually as a Lender, and as a Documentation
Agent for the Lenders and Fleet Securities, Inc., as lead arranger (the "Loan
Agreement"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings provided to such terms in the Loan Agreement.
Borrower has requested that Majority Lenders agree to amend
the Loan Agreement in order to permit the Borrower to (a) include a financing
transaction (in addition to a sale and leaseback) within the definitions of the
terms PERMITTED GO TRANSACTION and PERMITTED RD TRANSACTION and (b) sell certain
allowances available to Borrower in respect of nitrogen oxide emissions.
Majority Lenders have agreed to the foregoing, on the terms and conditions set
forth herein. Therefore, Majority Lenders hereby agree as follows:
1. AMENDMENTS. The Loan Agreement is hereby amended as
follows:
(a) Subsection 8.2.3(x) of the Loan Agreement is hereby
amended and restated in its entirety, as follows:
"(x) Capitalized Lease Obligations or Indebtedness for Money
Borrowed incurred in connection with a Permitted GO Transaction and/or
a Permitted RD Transaction;"
(b) Subsections 8.2.9(viii), (ix), (x), (xi) and (xii) of the
Loan Agreement are hereby amended and restated in their entirety, as follows:
"(viii) the disposition of the GO Facility in connection with
a Permitted GO Transaction that involves a sale and leaseback;
(ix) the disposition of the RD Facility in connection with a
Permitted RD Transaction that involves a sale and leaseback;
(x) the disposition of Borrower's CMS Assets in connection
with a Permitted CMS Transaction;
(xi) the disposition of up to 1500 nitrogen oxide emissions
allowances at fair market value and in compliance with applicable laws,
during the period commencing on the date hereof and ending on August
31, 2002, so long as the cash proceeds thereof are promptly delivered
to Agent for application against the then outstanding principal balance
of the Revolving Credit Loans; and
(xii) other dispositions expressly authorized by this
Agreement."
(c) The definition of the term PERMITTED GO TRANSACTION
contained in Appendix A to the Loan Agreement is hereby amended and restated in
its entirety, as follows:
"PERMITTED GO TRANSACTION - either (i) a sale by Borrower of
the GO Facility to one or more Persons and the lease of such facility
by Borrower giving rise to a Capitalized Lease Obligation, so long as
(a) such sale is for fair market value, (b) the terms of such sale and
lease are commercially reasonable and customary for transactions of
that type at the time of consummation thereof, (c) the lessor delivers
to Agent a landlord's agreement with respect to the GO Facility in form
and substance reasonably acceptable to Agent, (d) no Event of Default
is then in existence and (e) the net cash proceeds of such sale are
promptly delivered to Agent for application against the
then-outstanding principal balance of the Revolving Credit Loans or
(ii) another type of financing transaction pursuant to which Borrower
incurs Indebtedness for Money Borrowed, so long as (a) such
Indebtedness is secured solely by the GO Facility and the
Transportation Equipment, (b) the terms of such financing transaction
are commercially reasonable and customary for transactions of that type
at the time of consummation thereof, (c) the Person providing such
financing delivers to Agent a mortgagee's waiver agreement with respect
to the GO Facility in form and substance satisfactory to the Agent, (d)
no Event of Default is then in existence and (e) the net cash proceeds
of such transaction are promptly delivered to Agent for application
against the then-outstanding principal balance of the Revolving Credit
Loans."
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(d) The definition of the term PERMITTED RD TRANSACTION
contained in Appendix A to the Loan Agreement is hereby amended and restated in
its entirety, as follows:
"PERMITTED RD TRANSACTION - either (i) a sale by Borrower of
the RD Facility to one or more Persons and, the lease of such facility
by Borrower giving rise to a Capitalized Lease Obligation, so long as
(a) such sale is for fair market value, (b) the terms of such sale and
lease, if any, are commercially reasonable and customary for
transactions of that type at the time of the consummation thereof, (c)
if applicable, the lessor delivers to Agent a landlord's agreement with
respect to the RD Facility in form and substance reasonably acceptable
to Agent, (d) no Event of Default is then in existence and (e) the net
cash proceeds of such sale are promptly delivered to Agent for
application against the then-outstanding principal balance of the
Revolving Credit Loans or (ii) another type of financing transaction
pursuant to which Borrower incurs Indebtedness for Money Borrowed, so
long as (a) such Indebtedness is secured solely by the RD Facility and
the Transportation Equipment, (b) the terms of such financing
transaction are commercially reasonable and customary for transactions
of that type at the time of consummation thereof, (c) the Person
providing such financing delivers to Agent a mortgagee's waiver
agreement with respect to the RD Facility in form and substance
satisfactory to the Agent, (d) no Event of Default is then in existence
and (e) the net cash proceeds of such transaction are promptly
delivered to Agent for application against the then-outstanding
principal balance of the Revolving Credit Loans."
2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants to Lenders that after giving effect to the transactions
contemplated hereby:
(a) there is no Default or Event of Default currently in
existence; and
(b) the representations and warranties of Borrower contained
in the Loan Agreement, as amended hereby, and the other Loan Documents,
are true and correct in all material respects as of the date hereof,
with the same effect as though made on the date hereof, except to the
extent that such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are
true and correct in all material respects as of such earlier date.
3. CONDITION TO EFFECTIVENESS. This Amendment No. 1 to Amended
and Restated Loan and Security Agreement (the "Amendment") shall be effective
upon the execution hereof by Majority Lenders, acceptance hereof by Borrower,
and delivery hereof to Agent on or before June __, 2002.
4. SCOPE. Except as expressly amended by this Amendment, the
terms of the Loan Agreement shall remain in full force and effect as executed.
5. COUNTERPARTS. This Amendment and all other documents and
agreements provided for herein or delivered or to be delivered hereunder or in
connection
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herewith may be executed in any number of counterparts, and by the
parties hereto and/or thereto on the same or separate counterparts, and each
such counterpart, when executed and delivered, shall be deemed an original, but
all such counterparts shall together constitute but one and the same agreement
or document, as applicable.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours,
FLEET CAPITAL CORPORATION,
as Agent and as a Lender
By /s/ Xxx Xxxxxx
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Title Senior Vice President
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Revolving Loan Commitment: $50,000,000
FOOTHILL CAPITAL CORPORATION,
as Syndication Agent and as a Lender
By /s/ Xxxxxx Xxxxx
---------------------------------------------
Title Vice President
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Revolving Loan Commitment: $50,000,000
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Documentation Agent and as a Lender
By
---------------------------------------------
Title
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Revolving Loan Commitment: $50,000,000
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GMAC BUSINESS CREDIT, LLC,
as a Documentation Agent and as a Lender
By /s/ Xxxxxx Xxxxxx
---------------------------------------------
Title Director
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Revolving Loan Commitment: $35,000,000
TRANSAMERICA BUSINESS
CAPITAL CORPORATION, as a Lender
By /s/ Xxx Xxxxxxxx
---------------------------------------------
Title Vice President
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Revolving Loan Commitment: $15,000,000
Acknowledged and agreed to as of
this 10th day of June, 2002.
WEIRTON STEEL CORPORATION
By /s/ Xxxx X. Xxxxxx
---------------------------------
Its Senior Vice President of Finance and Administration
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