EXHIBIT 10.1
AMENDMENT NO. 1 TO
DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT
June 16, 2003
Weirton Steel Corporation
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Ladies and Gentlemen:
Reference is made to the Debtor-In-Possession Loan and Security
Agreement dated as of May 20, 2003 by and among Weirton Steel Corporation,
Chapter 11 Debtor and Debtor-in-Possession ("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"; as amended, supplemented
or otherwise modified from time to time, 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 (a) Majority Lenders and all Term
Lenders agree to amend the Loan Agreement in order to permit the Borrower to
grant additional liens to the Exchange Indenture Trustee (as defined in the
Final Financing Order), and (b) Majority Lenders agree to amend the Loan
Agreement in order to allow for the payment of a fee to Agent in connection with
the application of Borrower for a loan under the Emergency Steel Loan Guarantee
Program. Majority Lenders and all Term Lenders have agreed to the foregoing, on
the terms and conditions set forth herein. Therefore, Majority Lenders and all
Term Lenders hereby agree as follows:
1. Amendments. The Loan Agreement is hereby amended as follows:
(a) The following subsection 2.15 is hereby added to the Loan
Agreement:
"2.15. Xxxx Xxxx Diligence Fee. Borrower may pay to Agent a fee (the
"Xxxx Xxxx Diligence Fee") equal to $375,000 as payment for the due
diligence to be performed by Agent in connection with Borrower's request
that Agent sponsor the application of Borrower for a loan under the
Emergency Steel Loan Guarantee Program, $200,000 of which shall be payable
upon execution of that certain Amendment No. 1 to Debtor-in-Possession
Loan and Security Agreement among Borrower, the Lenders party thereto and
Agent and the remaining $175,000 of which shall be payable upon Borrower
submission of such application. The Xxxx Xxxx Diligence Fee shall be fully
earned when due
and payable and shall not be subject to rebate, refund or proration for
any reason. Agent hereby agrees that if Agent makes a loan to Borrower
under the Emergency Steel Loan Guarantee Program, Agent shall apply the
Xxxx Xxxx Diligence Fee against any closing or facility fee payable to
Agent in connection with the closing of such loan."
(b) Clause (xii) of subsection 8.2.5 of the Loan Agreement is hereby
relabeled as clause (xiii), the following is hereby inserted as clause (xii) and
the word "and" is removed from clause (xi) of subsection 8.2.5:
"(xii) the Exchange Indenture Replacement Liens (as defined in the
Final Financing Order), which Liens are junior to the Liens on the
Collateral in favor of Agent securing the Obligations; and"
(c) The definition of the term Carve Out contained in Appendix A to
the Loan Agreement is hereby amended and restated as follows:
"'Carve Out' - the "Carveouts", as defined in the Final Financing
Order."
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 Debtor-in-
Possession Loan and Security Agreement (the "Amendment") shall be effective upon
the execution hereof by the appropriate number of Lenders, acceptance hereof by
Borrower, and delivery hereof to Agent on or before June 16, 2003, together with
the Xxxx Xxxx Diligence Fee.
4. Scope. Except as expressly amended by this Amendment, the terms
of the Loan Agreement shall remain in full force and effect as executed.
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5. Counterparts. This Amendment and all other documents and
agreements provided for herein or delivered or to be delivered hereunder or in
connection 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 Revolving Lender
By /s/ Xxx Xxxxxx
-------------------------------------
Title S.V.P.
----------------------------------
Revolving Loan Commitment: $50,000,000
XXXXX FARGO FOOTHILL, INC.
(f/k/a FOOTHILL CAPITAL CORPORATION,)
as a Revolving Lender
By /s/ Xxx Xxxx
------------------------------------
Title
----------------------------------
Revolving Loan Commitment: $50,000,000
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Revolving Lender
By /s/ Xxxxx Xxxxxxx
-------------------------------------
Title Vice President
----------------------------------
Revolving Loan Commitment: $50,000,000
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GMAC COMMERCIAL FINANCE LLC,
as a Revolving Lender
By /s/ Xxxxxx Xxxxx
-------------------------------------
Title VP
----------------------------------
Revolving Loan Commitment: $35,000,000
TRANSAMERICA BUSINESS CAPITAL
CORPORATION, as a Revolving Lender
By /s/ Xxx Xxxxxx
-------------------------------------
Title Xxx Xxxxxx, Vice President
----------------------------------
Revolving Loan Commitment: $15,000,000
MANCHESTER SECURITIES CORP.,
as a Term Lender
By /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Title Vice President
----------------------------------
Revolving Loan Commitment: $25,000,000
Acknowledged and agreed to as of
this ___ day of June, 2003.
WEIRTON STEEL CORPORATION, Chapter 11
Debtor and Debtor-in-Possession
By /s/ Xxxxx X Xxxxx
-----------------------------
Its Treasurer
----------------------------
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