THIRD AMENDMENT (Term Loan Agreement)
Exhibit 10.3
THIRD AMENDMENT
THIRD AMENDMENT, dated as of September 29, 2005 (this “Amendment”), to the Term Loan
Agreement, dated as of July 31, 2003 (as amended, 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”), the Emergency Steel
Loan Guarantee Board (the “Federal Guarantor”) and the 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 Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders and the Federal Guarantor 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. Amendments to Section 1.1. Section 1.1 of the Term Loan Agreement is hereby
amended by:
(a) amending and restating in their entirety the following definitions:
“Asset Sale”: any Disposition of property or series of related Dispositions of
property (excluding any such Disposition permitted by clause (a), (b), (c), (d) or (e) of
Section 6.5) that yields gross proceeds to any Group Member (valued at the initial principal
amount thereof in the case of non-cash proceeds consisting of notes or other debt securities
and valued at fair market value in the case of other non-cash proceeds) in excess of
$250,000.
“Consolidated Fixed Charge Coverage Ratio”: for any period, the ratio of (a)
the sum (without duplication) of Consolidated EBITDA for such period and Consolidated Lease
Expense for such period less the aggregate amount actually paid by Holdings and its
Subsidiaries during such period on account of Capital Expenditures (excluding Capital
Expenditures funded from or reimbursed by (x) amounts on deposit in the Capital Expenditure
Deposit Account or the Cash Collateral Account and (y) the Coke Plant Joint Venture) to (b)
Consolidated Fixed Charges for such period.
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“Excess Cash Flow”: for any fiscal quarter of the Borrower, the excess, if any,
of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal quarter,
(ii) the amount of all non-cash charges (including depreciation and amortization and items
(d) through (j) in the definition of Consolidated EBITDA) deducted in arriving at such
Consolidated Net Income, (iii) cash decreases in Consolidated Operating Working Capital,
(iv) to the extent not included in (ii) above, the cash impact of increases in post-petition
employee benefits or post-petition “Other Liabilities” (as reflected in the non-current
section of Holdings’ balance sheet) and (v) the aggregate amount of payments received during
such fiscal quarter on account of the principal of loans, and the returned capital in
Investments, made as contemplated by Sections 6.8(i) and (j) over (b) the sum, without
duplication, of (i) the amount of all non-cash credits included in arriving at such
Consolidated Net Income, (ii) cash increases in Consolidated Operating Working Capital,
(iii) the aggregate amount actually paid or committed to be paid (such committed amounts to
be excluded from the computation of Excess Cash Flow in future quarters) by the Borrower and
its Subsidiaries in cash during such fiscal quarter on account of Capital Expenditures
(excluding expenditures to the extent (x) funded by drawings on the Cash Collateral Account
or the Capital Expenditure Deposit Account (y) financed with the proceeds of any
Reinvestment Deferred Amount or (z) reimbursed by the Coke Plant Joint Venture), (iv)
reductions in Funded Debt, (v) the cash impact of decreases in post-petition employee
benefits or post-petition “Other Liabilities” (as reflected in the non-current section of
Holdings’ balance sheet), (vi) the aggregate net amount of non-cash gain on the Disposition
of property by the Borrower and its Subsidiaries during such fiscal quarter (other than
sales of inventory in the ordinary course of business), to the extent included in arriving
at such Consolidated Net Income and (vii) the aggregate amount of loans and investments made
during such fiscal quarter as contemplated by Sections 6.8(i) and (j).
“Joint Ventures”: Ohio Coatings Company, an Ohio corporation,
Wheeling-Nisshin, Inc., a Delaware corporation, and Feralloy-Wheeling Specialty Processing
Co., a Delaware partnership, and, after the Third Amendment Effective Date, the Coke Plant
Joint Venture.
“Required Stated Amount”: $7,500,000, provided that the Administrative
Agent is by this proviso instructed, on or around the Third Amendment Effective Date, (a) to
consent to an amendment to the Interest Reserve Letter of Credit (including any replacement
Interest Reserve Letter of Credit) that provides for the Required Stated Amount (as it is
reflected in the Interest Reserve Letter of Credit) to be promptly reduced to the relevant
amount set forth below, upon the issuer thereof receiving a notice from the Administrative
Agent on or after the Reference Date opposite such amount, to the effect that (i) all
interest required to be paid on the Loans on or prior to such Reference Date has been paid
and (ii) the Borrower has made all deposits required to be made on or prior to such
Reference Date pursuant to Section 5.15, and (b) to provide the notice as contemplated in
clause (a) above on or promptly after such Reference Date so long as the statements in such
notice are then true and correct:
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| Reference | Required | |||||||||||
| Date | Stated Amount | |||||||||||
7/5/2005 |
6,747,000.00 | |||||||||||
10/3/2005 |
6,559,500.00 | |||||||||||
1/3/2006 |
6,372,000.00 | |||||||||||
4/3/2006 |
6,184,500.00 | |||||||||||
7/3/2006 |
5,997,000.00 | |||||||||||
10/2/2006 |
5,809,500.00 | |||||||||||
1/2/2007 |
5,622,000.00 | |||||||||||
4/2/2007 |
5,434,500.00 | |||||||||||
7/2/2007 |
5,247,000.00 | |||||||||||
10/2/2007 |
5,059,500.00 | |||||||||||
1/2/2008 |
4,872,000.00 | |||||||||||
4/1/2008 |
4,684,500.00 | |||||||||||
7/2/2008 |
4,497,000.00 | |||||||||||
“Revolving Loan Agreement”: the Amended and Restated Revolving Loan
Agreement dated as of July 8, 2005 among Holdings, the Borrower, the banks and other
financial institutions from time to time party thereto, Royal Bank of Canada, as
administrative agent, General Electric Capital Corporation, as inventory and receivables
security agent and documentation agent for the lenders, and the other agents named therein.
“Subsidiary”: with respect to any Person, (a) any corporation of which an
aggregate of more than 50% of the outstanding Capital Stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of whether, at
the time, Capital Stock of any other class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at the time,
directly or indirectly, owned legally or beneficially by such Person or one or more
Subsidiaries of such Person, or with respect to which any such Person has the right to vote
or designate the vote of 50% or more of such Capital Stock whether by proxy, agreement,
operation of law or otherwise, and (b) any partnership or limited liability company in which
such Person and/or one or more Subsidiaries of such Person shall have an interest (whether
in the form of voting or participation in profits or capital contribution) of more than 50%
or of which any such Person is a general partner or may exercise the powers of a general
partner. Unless the context otherwise requires, each reference to a Subsidiary shall be a
reference to a Subsidiary of the Borrower. For purposes hereof, the Coke Plant Joint
Venture shall not be treated as a Subsidiary of the Borrower until such time as Borrower
and/or one or more Subsidiaries of Borrower shall have affirmatively exercised any rights,
including any rights under the operating agreement of the Coke Plant Joint Venture, which
would cause any of them to possess the power to elect more than 50% of the managers of the
Coke Plant Joint Venture; provided, however, that for purposes of Sections 3.10, 3.13, 3.14
and 5.11 and for purposes of the definition of “Group Member”, the Coke Plant Joint Venture
shall be treated as a Subsidiary of the Borrower at such time as Borrower and/or one or more
Subsidiaries of
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Borrower shall have the present power to make such election, regardless of whether or
not such power has been affirmatively exercised.
“Third Amendment”: Third Amendment, dated as of September 29, 2005, to this
Agreement.
“Third Amendment Effective Date”: The date on which the conditions precedent
set forth in Section 17 of the Third Amendment shall have been satisfied or waived.
(b) inserting the following new definitions in the appropriate alphabetical order:
“2005 Allowance for Unusual Items”: to be included in the calculation of
Consolidated EBITDA for (a) for purposes of covenant calculation carried out in respect of
the 2005 fiscal year and for the period ending (i) September 30, 2005 $56,000,000 and (ii)
December 31, 2005, $88,000,000 and (b) for the purposes of covenant calculations carried out
subsequent to the 2005 fiscal year, nil.
“Coke Plant Joint Venture”: the joint venture to be known as Mountain State
Carbon, LLC to be formed on, or around the Third Amendment Effective Date by and between the
Borrower and SNA Carbon, LLC (“SNA”), a Delaware limited liability company and
wholly-owned subsidiary of Severstal North America, Inc., a Delaware corporation, pursuant
to the Amended and Restated Limited Liability Company Agreement of Mountain State Carbon,
LLC dated as of September 29, 2005 between the Borrower and SNA (the “Mountain State
Carbon LLC Agreement”) in connection with the formation of which (i) the Borrower will
transfer the West Virginia Coke Production Plant, the Ohio Pump House and certain related
assets to the joint venture and contribute capital and make loans to the joint venture, (ii)
SNA will contribute capital and certain assets to the joint venture and (iii) the joint
venture will become the manager and operator of the West Virginia Coke Production Plant and
the Ohio Pump House.
“West Virginia Coke Production Plant”: the Borrower’s coke-producing facility
located in Follansbee, West Virginia.
“Ohio Pump House”: the Borrower’s pump house facility located in Steubenville,
Ohio.
(c) amending clauses (g), (i) and (j) of the definition of “Consolidated
EBITDA” in its entirety to read as follows:
(g) non-cash charges in connection with buyout payments, VEBA Trust and profit sharing
payments made to employees,
(i) contributions by the Borrower to the VEBA Trust of Capital Stock of Holdings
(including amounts contributed on the Closing Date),
(j) any non-cash charges in connection with other post-retirement employee benefits
(OPEB), and
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(d) inserting the following after clause (j) of the definition of “Consolidated
EBITDA”:
(k) the 2005 Allowance for Unusual Items
(e) inserting the following sentence after clause (d) thereafter:
“Proceeds from any Business Interruption Insurance claims, or other such claims made in
2005, shall not be included in the definition of Consolidated EBITDA.”
2. Amendment to Section 5.1. Section 5.1 of the Term Loan Agreement is hereby amended
by:
(a) inserting the following paragraph after paragraph (d) thereof:
(e) concurrently with the delivery of financial statements for each applicable quarter
or annual period of Holdings, a certificate, showing in sufficient detail the calculation of
Excess Cash Flow, certified by a Responsible Officer as being fairly stated in all material
respects.
3. Amendment to Section 5.2(a). Paragraph (a) of Section 5.2 of the Term Loan
Agreement is hereby restated in its entirety as follows:
(a) to the Administrative Agent, the Federal Guarantor, the State Guarantor and each
Lender, concurrently with the delivery of the financial statements referred to in Section
5.1(a), a certificate of the independent certified public accountants substantially in the
form of Schedule 5.2(a);
4. Amendment to Section 5.3(a). Paragraph (a) of Section 5.3 of the Term Loan
Agreement is hereby amended by deleting the phrase “the month in which the Performance Acceptance
Date falls” and substituting in lieu thereof “December 2004”.
5. Amendment to Section 5.12. Section 5.12 of the Term Loan Agreement is hereby
amended by inserting the following section after paragraph (d) thereof:
(e) with respect to any joint venture (including, without limitation, the Coke Plant
Joint Venture) entered into on or around the Third Amendment Effective Date by any Group
Member, promptly execute and deliver to the Collateral Agent such Security Documents as the
Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the
benefit of the Administrative Agent and the Lenders, a perfected first priority security
interest (or to affirm the attachment and perfection of any such security interest) in (i)
the Capital Stock of such joint venture that is owned by any Group Member, provided, that
any pledge agreement executed and delivered by any Group Member with respect to its Capital
Stock in such joint venture, shall be on terms substantially similar to those JV Pledge
Agreements previously delivered hereunder, and (ii) any other form of Collateral (as defined
in the Security Agreement) associated with such joint venture and in which any Grantor has
an interest.
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6. Amendment to Section 6.1. Paragraph (d) of Section 6.1 of the Term Loan Agreement
is hereby deleted in its entirety.
7. Amendment to Section 6.2. Paragraph (h) of Section 6.2 of the Term Loan Agreement
is hereby restated in its entirety as follows:
(h) Indebtedness of any Loan Party in respect of the Revolving Loan Agreement not to
exceed $225,000,000 in aggregate principal amount and any refinancings, refundings, renewals
or extensions thereof (without increasing the committed amount or shortening the maturity
thereof);
8. Amendment to Section 6.5. Section 6.5 of the Term Loan Agreement is hereby amended
by inserting a new paragraph between existing paragraphs (d) and (e) (and relettering existing
paragraph (e) as new paragraph (f)) as follows:
(e) the transfer of the West Virginia Coke Production Plant, the Ohio Pump House and
certain related assets to the Coke Plant Joint Venture (including any reimbursement of coke
battery refurbishment expenses by the Coke Plant Joint Venture to the Borrower) in exchange
for a first priority security interest in the interests of any Group Member in the Coke
Plant Joint Venture as contemplated by Section 5.12(e) of the Term Loan Agreement; and
9. Amendments to Section 6.7. Section 6.7 of the Term Loan Agreement is hereby
amended by:
(a) deleting paragraph (a) in its entirety and substituting in lieu thereof:
(a) [Intentionally Reserved];
(b) deleting paragraph (b) in its entirety and substituting in lieu thereof:
(b) [Intentionally Reserved];
(c) deleting paragraph (d) in its entirety and substituting in lieu thereof:
(d) [Intentionally Reserved]; and
(d) amending and restating paragraph (e) in its entirety as follows:
(e) Capital Expenditures of the Borrower and its Subsidiaries not exceeding for any
fiscal year of the Borrower the amount set forth for such fiscal year in Schedule 6.7;
provided, that (i) up to 50% of any such amount referred to in Schedule 6.7, if not so
expended in the fiscal year for which it is permitted, may be carried over for expenditure
in the next succeeding fiscal year (but not further), (ii) Capital Expenditures made
pursuant to this Section during any fiscal year shall be deemed made, first, in respect of
amounts permitted for such fiscal year as provided above and, second, in respect of amounts
carried over from the prior fiscal year pursuant to clause (i) above and
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(iii) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount
shall not be counted in determining compliance with this Section 6.7.
10. Amendments to Section 6.8. Section 6.8 of the Term Loan Agreement is hereby
amended by deleting existing paragraph (h) and inserting the following new paragraphs thereof:
(h) the Investment of the West Virginia Coke Production Plant, the Ohio Pump House and
certain related assets and administrative resources in the Coke Plant Joint Venture;
(i) working capital loans to the Coke Plant Joint Venture in an outstanding principal
amount not to exceed $24,000,000 at any time, provided that (i) no Default or Event
of Default shall occur or be continuing after giving effect to the making of any such loan,
(ii) the repayment obligation of the Coke Plant Joint Venture with respect to such loan
shall not be subordinated to any other obligation of the Coke Plant Joint Venture and shall
be secured, together with any working capital loans made by SNA, by perfected first lien
security interests in the current assets of the Coke Plant Joint Venture (including its cash
and Cash Equivalents) pursuant to documentation reasonably satisfactory to the
Administrative Agent and (iii) the Borrower shall deliver the promissory note or notes
evidencing such loans to the Collateral Agent for the benefit of the Administrative Agent
and the Lenders under the Security Agreement;
(j) other Investments by any Group Member in the Coke Plant Joint Venture in an
aggregate amount not to exceed $20,000,000 in any fiscal year or $45,000,000 in the
aggregate during the term of this Agreement (exclusive of any investments therein pursuant
to paragraphs (h) and (i) above), provided that (i) in the case of any such
Investment representing a Deficiency Contribution (as defined in the Mountain State Carbon
LLC Agreement) such Investment shall be in the form of a loan (which loans shall be secured
together with the working capital loans referred in paragraph (i) above on the same terms as
such working capital loans and shall be evidenced by one or more promissory notes delivered
to the Collateral Agent for the benefit of the Administrative Agent and the Lenders under
the Security Agreement) and (ii) in the case of any such Investment (A) after giving effect
to the making of such Investment, Borrowing Availability shall exceed $75,000,000 and no
Default or Event of Default shall occur or be continuing after giving effect to the making
of such Investment and (B) the amount of such Investment will reduce the amount of
Investments permitted by Section 6.8(k); and
(k) in addition to Investments otherwise expressly permitted by this Section and
subject to Section 6.8(j) above, Investments by the Borrower or any of its Subsidiaries in
an aggregate amount (valued at cost) not to exceed (i) $5,000,000 in any fiscal year or (ii)
$45,000,000 in the aggregate during the term of this Agreement; provided, that
immediately after giving effect to any such Investment (including any Indebtedness incurred
or assumed in connection therewith), (A) the Borrower shall be in pro forma compliance with
the covenants set forth in Section 6.1 as of the end of the most recently completed period
of four fiscal quarters for which financial statements have been delivered pursuant to
Section 5.1 as if such Investment had been made (and such
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Indebtedness incurred) at the beginning of such period and (B) in the case of an
Investment in an amount equal to or greater than $5,000,000, either (I) the business
operations to be acquired shall have had positive EBITDA (calculated in the same manner set
forth in the definition “Consolidated EBITDA”) for the period of 12 months immediately prior
to the consummation of such Investment or (II) after giving effect to the Investment (and
any Indebtedness incurred therewith) and any costs savings to be achieved or other
adjustments to Consolidated EBITDA to be made in connection therewith (in each case which
are approved by an independent third party reasonably satisfactory to the Administrative
Agent), the pro forma Consolidated EBITDA of Holdings as of the end of the most recently
completed period of four fiscal quarters for which financial statements have been delivered
pursuant to Section 5.1 shall be greater than or equal to the actual Consolidated EBITDA of
Holdings as reported to the Administrative Agent and Lenders in accordance with Section
5.2(b); provided further, that, notwithstanding clause (i) above but subject
to the conditions set forth in clause (ii) above and the preceding proviso, the Borrower may
make Investments in any fiscal year in an aggregate amount up to $10,000,000 (or, with the
consent of the Administrative Agent, $20,000,000) if (i) after giving effect to any
Investment which would cause the aggregate Investments for such fiscal year to exceed
$5,000,000, Borrowing Availability shall exceed $75,000,000 and (ii) the Consolidated Fixed
Charge Coverage Ratio for the most recently completed period of four consecutive fiscal
quarters for which financial statements and a Ratio and Compliance Certificate have been
delivered is at least 1.00 to 1.0.
11. Amendment to Section 6.9. Section 6.9(a) of the Term Loan Agreement is hereby
amended by deleting the parenthetical “(excluding Feralloy-Wheeling Specialty Processing Co.)” and
inserting in lieu thereof the following:
“(excluding Feralloy-Wheeling Specialty Processing Co. and the Coke Plant Joint
Venture)”
12. Amendment to Section 6.19. Section 6.19 of the Term Loan Agreement is hereby
amended by deleting existing Section 6.19 in its entirety and substituting in lieu thereof the
following:
6.19 Restriction on Facilitation of Indebtedness. To the extent the Coke Plant
Joint Venture is consummated, vote for, consent to, or take any other action to facilitate
the incurrence by the Coke Plant Joint Venture of secured or unsecured Indebtedness for
borrowed money in an outstanding principal amount in excess of $35,000,000 at any time
(inclusive of Indebtedness owing to any Group Member or SNA but exclusive of any loans made
by any Group Member with respect to Deficiency Contributions as described in the provision
of Section 6.8(j) hereof).
13. Schedule 5.2(a). The Credit Agreement is hereby amended by including as Schedule
5.2(a) thereto Schedule A to this Amendment.
14. Schedule 6.7. The Credit Agreement is hereby amended by replacing Schedule 6.7 in
its entirety with Schedule B to this Amendment.
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15. Consent to Mortgage Amendments. In accordance with Section 11.2 of the Security
Agreement, the Lenders and the Federal Guarantor hereby consent to the approval by the
Administrative Agent of an amendment to Section 8 and Section 10 of each Mortgage for the purpose
of deleting the word “expressly” therefrom.
16. Consent to Release of West Virginia Coke Production Plant Mortgage. In the event
the Coke Plant Joint Venture is consummated, the Lenders and the Federal Guarantor hereby consent
to the release and termination of the Mortgage encumbering the West Virginia Coke Production Plant
and the release and termination of liens under any Security Documents encumbering the assets to be
transferred to the Coke Plant Joint Venture, and hereby authorize the Administrative Agent and the
Collateral Agent to take any action requested by the Borrower to evidence such release and
termination.
17. Consent to Release of Ohio Pump House Mortgage. In the event the Coke Plant Joint
Venture is consummated, the Lenders and the Federal Guarantor hereby consent to the release and
termination of the Mortgage encumbering the Ohio Pump House and the release and termination of
liens under any Security Documents encumbering the assets to be transferred to the Coke Plant Joint
Venture, and hereby authorize the Administrative Agent and the Collateral Agent to take any action
requested by the Borrower to evidence such release and termination.
18. Conditions to Effectiveness. This Amendment shall become effective as of and on
the date (such date, the “Third Amendment Effective Date”) on which the Administrative
Agent shall have received the following:
(a) counterparts hereof duly executed by Holdings, the Borrower, the Administrative
Agent, the Required Lenders and the Federal Guarantor;
(b) such corporate resolutions, incumbency certificates and other authorizations as the
Administrative Agent may reasonably request; and
(c) to the extent invoiced, payment or reimbursement of all out-of-pocket expenses of
the Administrative Agent incurred in connection with this Amendment, including the
reasonable fees, charges and disbursements of respective counsel for the Administrative
Agent and the Federal Guarantor.
19. 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 the Loan Documents 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.
20. 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.
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21. 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.
22. 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. Xxxxxx | |||||
| Title: Executive Vice President & CFO | ||||||
| WHEELING-PITTSBURGH STEEL CORPORATION | ||||||
| By: | /s/ X. X. XxXxxxxxxx | |||||
| Title: Treasurer | ||||||
| ROYAL BANK OF CANADA, as Administrative | ||||
| Agent | ||||
| By: | /s/ Xxxxx Xxxxxxxx | |||||
| Title: Manager, Agency |
| EMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal | ||||
| Guarantor | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxx | |||||
| Title: General Counsel |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE 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 | |||||
| Title: Director |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||||
| LLOYDS TSB BANK PLC | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Title: Vice President, Structured Finance | ||||||
| By: | /s/ Xxxxxxxx Xxxxx | |||||
| Title: Assistant Vice President, | ||||||
| Structured Finance | ||||||
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||||
| X.X. Xxxxxx Xxxxx Bank, NA | ||||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Title: Vice President | ||||||
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| ALLIED IRISH BANKS, PLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||
| Title: Vice President | ||||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||||
| Title: Senior Vice President |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| KBC BANK N.V. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||||
| Title: Vice President | ||||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||
| Title: First Vice President |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| US Bank National Association | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Title: Vice President |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| Royal Bank of Canada | ||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Title: Attorney-In-Fact |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| Fleet Capital Corporation | ||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||||
| Title: Vice President |
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| BANK HAPOALIM B.M. | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | /s/ Xxxxxxx XxXxxxxxxx | ||||
| Name: Xxxxx X. Xxxxxxx | Xxxxxxx XxXxxxxxxx | |||||
| Title: Vice President | Senior Vice President | |||||
Signature Page to the Third Amendment to the Term Loan Agreement
| SIGNATURE PAGE TO THE THIRD AMENDMENT, DATED AS OF SEPTEMBER 29, 2005 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, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. | ||||
| NAME OF INSTITUTION: | ||||
| BAYERISCHE LANDESBANK, Cayman Islands Branch | ||||
| By: | /s/ Xxxxxxx Xxxx | |||||
Title: Senior Vice President |
||||||
| By: | /s/ Xxxxxx XxXxxxx | |||||
| Title: First Vice President |
Signature Page to the Third Amendment to the Term Loan Agreement
[Schedules have been omitted and will be furnished upon request.]
