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.
(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 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:
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"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:
(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:
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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; 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) 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 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.
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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 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:
LENDERS
CITICORP USA, INC.
By:_______________________________
Name:
Title:
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CORESTATES BANK, N.A.
By:_______________________________
Name:
Title:
BANKAMERICA BUSINESS CREDIT, INC.
By:_______________________________
Name:
Title:
STAR BANK, N.A.
By:_______________________________
Name:
Title:
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:_______________________________
Name:
Title:
WHEELING CONSTRUCTION PRODUCTS,
INC.
By:_______________________________
Name:
Title:
PITTSBURGH-XXXXXXXX CORPORATION
By:_______________________________
Name:
Title:
UNIMAST INCORPORATED
By:_______________________________
Name:
Title:
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