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EXHIBIT 4.8
EXECUTION COPY
AMENDMENT NO. 4 TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 19, 1997
AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is entered into by 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").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, Agent and Issuing Bank 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) Pursuant to a waiver, consent and amendment to the Credit
Agreement dated as of September 30, 1997 ("Amendment No. 3"), the Lenders
agreed, among other things, to amend certain provisions of the Credit Agreement
to permit the Replacement Transaction (as defined in Amendment No. 3).
(3) The Borrower has requested that the Lenders agree to an increase
in the aggregate principal amount of the Replacement Notes and to correct a
drafting error in Amendment No. 3.
(4) The Lenders have agreed to amend Amendment No. 3 to the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendments to Amendment No. 3. Amendment No. 3 is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:
(a) Section 1(a)(i) is deleted in full, resulting in a definition of
"EBITDA" that is unchanged from such definition as in effect prior to the
effectiveness of Amendment No. 3.
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(b) Exhibit A to Amendment No. 3 is amended by deleting the figure
"$350 million" and substituting therefor the figure "$450 million".
(c) Section 1(l) is amended by deleting the figure "$350 million" and
substituting therefor the figure "$450 million".
SECTION 2. 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 3, hereby amended as follows:
(a) by amending the definition of "Adjusted EBITDA" in Section 1.1
in full to read as follows:
"Adjusted EBITDA" means, for any Person for any period, the
EBITDA for such Person for such period plus (a) any increase in the
long term liability in respect of other post-employment benefit or
pension benefit that would be reflected on a consolidated balance
sheet of such Person and its Subsidiaries (the "Employee Liability")
for such period and (b) any decrease in pension asset that would be
reflected on a consolidated balance sheet of such Person and its
Subsidiaries (the "Pension Asset") for such period less (a) any
decrease in the Employee Liability for such period and (b) any
increase in the Pension Asset for such period.
(b) by amending the definition of "Indentures" in Section 1.1 in full
to read as follows:
"Indentures" means, (a) until the issuance of the
Replacement Notes, collectively, (i) the Permanent Financing Indenture
and (ii) the First Mortgage Indenture, and (b) after the issuance of
the Replacement Notes, (i) the Replacement Indenture and (ii) the Term
Loan Agreement, if any.
(c) by amending the definition of "Replacement Indenture" in Section
1.1 in full to read as follows:
"Replacement Indenture" means the indenture incorporating
terms and conditions no less favorable to Holdings than those terms
and conditions set forth in Exhibit S hereto to be entered into to
refinance the Permanent Financing Notes, between Holdings and the
trustee thereunder, pursuant to which the Replacement Notes are
issued, as the same may be amended, supplemented or modified from time
to time; provided, however, that the aggregate principal amount of
Replacement Notes that may be issued
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pursuant to the Replacement Indenture and the Term Loan Agreement shall not
exceed in the aggregate $450,000,000.
(d) by amending the definition of "Replacement Notes" in Section 1.1 in
full to read as follows:
"Replacement Notes" means Holdings market rate senior notes, whether
fixed rate or floating, issued in one or more series, with a term of not
less than five years, issued pursuant to the Replacement Indenture, the
Term Loan Agreement, or a combination thereof.
(e) by adding the following definition to Section 1.1:
"Term Loan Agreement" means the term loan agreement, if any,
incorporating terms and conditions no less favorable to Holdings than those
terms and conditions set forth in Exhibit S hereto (other than a floating
interest rate and an optional call provision one year from issuance) to be
entered into to refinance the Permanent Financing Notes, between Holdings
and the purchasers under the foregoing term loan agreement, pursuant to
which the Replacement Notes are issued, as the same may be amended,
supplemented or otherwise modified from time to time; provided, however,
that the aggregate principal amount of Replacement Notes that may be issued
pursuant to the Replacement Indenture and the Term Loan Agreement shall not
exceed in the aggregate $450,000,000.
(f) by amending Section 4.11 in full to read as follows:
4.11. Replacement Notes. Neither the Replacement Indenture nor the
Term Loan Agreement has been amended or modified since its effective date
in any respect that imposes terms and conditions less favorable to Holdings
that the description of the terms and conditions set forth on Exhibit S
hereto (other than (a) a floating interest rate and an optional call
provision one year from issuance for Replacement Notes issued pursuant to
the Term Loan Agreement and (b) that the aggregate principal amount of the
Replacement Notes shall not exceed $450,000,000) and no provision therein
has been waived and no event has occurred or condition exists under any of
the Replacement Notes, the effect of such event or condition is to
accelerate or permit the acceleration of the maturity of any of the
Replacement Notes.
(g) by amending Section 4.12(a) by deleting the parenthetical phrase in
clause (iii) thereof and replacing it with the following:
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(except a non-payment default on any of the Replacement Notes, the
effect of which is not to accelerate or permit the acceleration of the
maturity of any of the Replacement Notes)
SECTION 3. 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 any of the Lenders, advice satisfactory to the Agent that such
Lenders have executed this Amendment; and
(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 4. Reference to and Effect on the Loan Documents. (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.
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(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 Bank under the
Credit Agreement or any Loan Document, nor constitute a waiver of any provision
of the Credit Agreement or any Loan Document.
SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses of the 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) in accordance with the terms of Section 10.4(a) of the Credit
Agreement.
SECTION 6. 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 7. 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 dully authorized, as of the
date first above written.
BORROWER
WHEELING-PITTSBURGH STEEL
CORPORATION
By:_______________________
Name:
Title:
AGENT
CITIBANK, N.A., as Agent
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By:_________________________
Name:
Title:
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:
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CONSENTED TO AND ACKNOWLEDGED:
WHEELING-PITTSBURGH CORPORATION
By:
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Name:
Title:
WHEELING CONSTRUCTION PRODUCTS, INC.
By:
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Name:
Title:
PITTSBURGH-XXXXXXXX CORPORATION
By:
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Name:
Title:
UNIMAST INCORPORATED
By:
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Name:
Title:
