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EXHIBIT 4.6
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.
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(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
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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:
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(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.
(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,
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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.
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:
