Execution Copy
AMENDMENT NO. 2 TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 30, 1997
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED CREDIT
AGREEMENT among WHEELING-PITTSBURGH STEEL COMPANY, a Delaware corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement referred to below (collectively, the "LENDERS")
and CITIBANK, N.A., as agent (the "AGENT"), and as issuing agent (the "ISSUING
AGENT").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, the Agent and the Issuing Agent
have entered into a Second Amended and Restated Credit Agreement dated as of
December 28, 1995 (as amended, supplemented or otherwise modified through the
date hereof, the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in
this Amendment have the meanings specified in the Credit Agreement.
(2) The Borrower and the Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 1.01 is amended by adding the following defined
terms in appropriate alphabetical order:
"AMENDMENT TERMINATION DATE" means the earlier of (a)
the date that is 30 days after the Plant Restart Date and (b)
October 30, 1997.
"PLANT RESTART DATE" means 60 days after hourly
workers formerly covered by the labor agreement with the USWA
which expired on October 1, 1996 return to work.
(b) Section 3.3 is amended by adding a new subsection (e) to
read as follows:
(e) For any Loan made or Letter of Credit issued
during the period starting June 30, 1997 and ending on the
Amendment Termination Date, WHX shall have made Parent Loans
to the Borrower during such period in an amount not less than
the requested Loan or the stated amount of the requested
Letter of Credit, PROVIDED that the aggregate amount of such
Parent Loans required to be made during such period shall not
exceed the cumulative amount set forth below for each of the
months set forth:
Period from
June 30, 1997 Through Cumulative Amount
--------------------- -----------------
July 31, 1997 $ 6,000,000
August 31, 1997 11,000,000
September 30,1997 16,000,000
October 31, 1997 22,000,000
(c) Section 5.1 is amended (i) by deleting the words "shall
maintain for" and substituting therefor the words "shall maintain as of
the last day of" and (ii) by adding after the amount set opposite the
date September 30, 1997 the words "or, if the Amendment Termination
Date has not occurred, $285,000,000".
(d) Section 5.2 is amended (i) by deleting the words "shall
maintain for" and substituting therefor the words "shall maintain as of
the last day of"and (ii) by adding after the ratio set opposite the
date September 30, 1997 the words "or, if the Amendment Termination
Date has not occurred, 4.20: 1.00".
(e) Section 5.3 is amended (i) by deleting the words "shall
maintain for" and substituting therefor the words "shall maintain as of
the last day of" and (ii) by adding after the amount set opposite the
date September 30, 1997 the words "or, if the Amendment Termination
Date has not occurred, none".
(f) Section 5.4 is amended (i) by deleting the words "shall
maintain for" and substituting therefor the words "shall maintain as of
the last day of" and (ii) by adding after the amount set opposite the
date September 30, 1997 the words "or, if the Amendment Termination
Date has not occurred, $(115,000,000)".
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall
become effective as of the date first above written on the Business Day when,
and only when, the following conditions shall have been satisfied:
(a) The Agent shall have received counterparts of this
Amendment executed by the Borrower, each other Loan Party and the
Majority Lenders or, as to
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any of the Lenders, advice satisfactory to the Agent that such Lenders
have executed this Amendment.
(b) The Agent shall have received a certificate signed by a
duly authorized officer of the Borrower stating that:
(i) The representations and warranties contained in
the Credit Agreement and each Loan Document are correct on and
as of the date of such certificate as though made on and as of
the date hereof other than any such representations or
warranties that, by their terms, refer to a date other than
the date of such certificate; and
(ii) No event has occurred and is continuing that
constitutes a Default or an Event of Default.
The effectiveness of this Amendment is conditioned upon the accuracy of the
factual matters described herein. This Amendment is subject to the provisions of
Section 10.1 of the Credit Agreement.
SECTION 3. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE NOTES. (a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in each of the
Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement and each of the Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender, the Agent, or the Issuing Agent under
the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document.
SECTION 4. COSTS AND EXPENSES. The Borrower agrees to pay on
demand all costs and expenses of the Agent and the Issuing Agent in connection
with the preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Agent and the Issuing Agent) in accordance with the
terms of Section 10.4(a) of the Credit Agreement.
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SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by,
and construed 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 date first above written.
BORROWER
WHEELING-PITTSBURGH STEEL
CORPORATION
By:_______________________________
Name:
Title:
AGENT
CITIBANK, N.A., as Agent
By:_______________________________
Name:
Title:
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LENDERS
CITICORP USA, INC.
By:_______________________________
Name:
Title:
CORESTATES BANK, N.A.
By:_______________________________
Name:
Title:
BANKAMERICA BUSINESS CREDIT, INC.
By:_______________________________
Name:
Title:
STAR BANK, N.A.
By:_______________________________
Name:
Title:
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NATIONSBANK, N.A.
By:_______________________________
Name:
Title:
NATIONAL CITY COMMERCIAL
FINANCE, INC.
By:_______________________________
Name:
Title:
ISSUER (AND NOT LENDER)
CITIBANK, N.A.
By:_________________________________
Name:
Title:
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CONSENTED TO AND ACKNOWLEDGED:
WHEELING-PITTSBURGH CORPORATION
By:_______________________________________________
Title:
WHEELING CONSTRUCTION PRODUCTS, INC.
By:_______________________________________________
Title:
PITTSBURGH-XXXXXXXX CORPORATION
By:_______________________________________________
Title:
UNIMAST INCORPORATED
By:_______________________________________________
Title:
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