1
EXHIBIT 4.7
EXECUTION COPY
WAIVER, CONSENT AND
AMENDMENT NO. 3 TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 30, 1997
WAIVER, CONSENT AND AMENDMENT NO. 3 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) Wheeling-Pittsburgh Corporation, a Delaware corporation
("Holdings"), has entered into negotiations to refund and replace the Permanent
Financing Notes as more particularly described in Exhibit A hereto (the
"Replacement Transaction").
(3) The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth to, among other things, permit the
Replacement Transaction, 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 1.1 is amended by (i) amending the definition of
"EBITDA" in full to read as follows:
"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
2
2
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.
(ii) amending the definition of "Indentures" in full to read
as follows:
"Indentures" means the Replacement Indenture.
(iii) adding the following definitions in proper alphabetical
sequence:
"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.
"Replacement Notes" means Holding's market rate senior
notes with a term of not less than five years, issued pursuant to
the Replacement Indenture.
(b) Section 3.3(e) is amended by deleting the date October 31, 1997
and the amount set opposite such date.
(c) Section 4.11 is amended in full to read as follows:
4.11. Replacement Notes. The Replacement Indenture has
not 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 and no provision therein has been waived and no event has
occurred or condition exists under the Replacement Notes, the effect
of such event or condition is to accelerate or permit the
acceleration of the maturity of the Replacement Notes.
(d) Section 4.12 (a) is amended by deleting the parenthetical phrase
in clause (iii) thereof and replacing it with the following:
3
3
(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 the Replacement Notes)
(e) Section 5.1 is amended by deleting the amounts set opposite the
following dates and substituting therefor the amount set forth below
opposite each such date:
September 30, 1997 315,000,000
December 31, 1997 320,000,000
March 31, 1998 320,000,000
June 30, 1998 325,000,000
September 30, 1998 330,000,000
December 31, 1998 330,000,000
(f) Section 5.2 is amended by deleting the ratios set opposite the
following dates and substituting therefor the ratio set forth below
opposite each such date:
September 30, 1997 4.00:1.00
December 31, 1997 4.00:1.00
March 31, 1998 3.90:1.00
June 30, 1998 3.90:1.00
September 30, 1998 3.80:1.00
December 31, 1998 3.80:1.00
(g) Section 5.3 is amended by deleting the ratios set opposite the
following dates and substituting therefor the word or ratio set forth
below opposite each such date:
September 30, 1997 none
December 31, 1997 none
March 31, 1998 none
June 30, 1998 0.05:1.00
September 30, 1998 1.70:1.00
December 31, 1998 1.40:1.00
4
4
(h) Section 5.4 is amended by deleting the amounts set opposite the
following dates and substituting therefor the amount set forth below
opposite each such date:
September 30, 1997 (125,000,000)
December 31, 1997 (130,000,000)
March 31, 1998 (120,000,000)
June 30, 1998 (115,000,000)
September 30, 1998 (100,000,000)
December 31, 1998 (100,000,000)
(i) Section 5.5 is amended by deleting the amounts set opposite the
following dates and substituting therefor the amount set forth below
opposite each such date:
September 30, 1997 75,000,000
December 31, 1997 85,000,000
March 31, 1998 95,000,000
June 30, 1998 105,000,000
September 30, 1998 130,000,000
December 31, 1998 150,000,000
(j) Section 6.11(h) is amended in full to read as follows:
(h) promptly after the sending or filing thereof, copies
of all notices, certificates or report delivered by Holdings
pursuant to the Indentures or to holders of the Replacement Notes;
(k) Section 7.1(c) is amended in full to read as follows:
(c) Liens on the Collateral (as defined in each of the
Indentures) securing the guaranty, if any, by any Loan Party under
the Replacement Notes;
(l) Section 7.2 is amended by (i) amending clause (l) in full to
read as follows:
(l) Indebtedness constituting a renewal, extension,
refinancing or refunding of Indebtedness described in Sections
7.2(d), (g) and (n), (i) for a principal amount not in excess of the
principal amount of such
5
5
Indebtedness, (ii) in the case of Indebtedness described in Sections
7.2(d) and 7.2(g), on other terms and conditions as or more
favorable to the Borrower, any Guarantor and their Subsidiaries than
the terms of the indebtedness being renewed, extended or refunded
and (iii) in the case of Indebtedness described in Section 7.2(n),
on other terms and conditions as or more favorable to the Borrower,
any Guarantor and their Subsidiaries than those set forth in Exhibit
S hereto; provided, however, that the aggregate principal amount of
all such Indebtedness incurred by Holdings shall not exceed
$350,000,000; and
(ii) inserting immediately after clause (m) a new clause
(n) to read "(n) Indebtedness of Holdings arising under the
Replacement Notes".
(m) Section 7.10(b) is amended in full to read as follows:
(b) the guaranty, if any, by any Loan Party of the
Replacement Notes or any renewal, extension, refinancing or
refunding thereof for a principal amount not in excess of the
Replacement Notes outstanding at such time and on the terms and
conditions as or more favorable to Holdings, the Borrowers and it
Subsidiaries;
(n) Section 8.1(o) is amended by (i) deleting from clause (i)
thereof the words "the First Mortgage Notes, the Permanent Financing
Notes" and substituting therefor the words "the Replacement Notes" and
(ii) deleting from clause (iii) thereof the words "any First Mortgage
Note, any Permanent Financing Note" and substituting therefor the words
"any Replacement Note".
(o) Schedule II to the Credit Agreement is amended by deleting the
amounts set opposite the following Lenders and substituting therefor the
commitment amounts set forth below opposite each such Lender:
Name of Lender Commitment
-------------- ----------
Citicorp USA, Inc. $29,000,000
BankAmerica Business Credit, Inc. $29,000,000
CoreStates Bank, N.A. $29,000,000
Star Bank, N.A. $20,000,000
NationsBank, N.A. $25,000,000
National City Commercial Finance, Inc. $18,000,000
6
6
(p) A new Exhibit S is added to the Credit Agreement to read as set
forth as Exhibit B to this Amendment.
SECTION 2. Waiver and Consent. Subject to the satisfaction of the
conditions precedent set forth in Section 3, the Majority Lenders hereby consent
to the repayment of the Holdings Note and other intercompany Indebtedness in an
aggregate amount not to exceed the excess of the net cash proceeds of the
Replacement Notes over the aggregate amount of Indebtedness outstanding under
the Permanent Financing Notes and, in furtherance thereof, agree to waive
Section 2 of the Holdings Intercreditor Agreement and Section 7.11 of the Credit
Agreement, in each case to the extent required to permit such repayments.
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, each Lender with an
increased commitment as set forth in Section 1(o) above 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.
(c) The Borrower shall have paid to the Agent for the ratable
benefit of the Lenders an amendment fee equal to 0.125% of the aggregate
Revolving Credit Commitments of all Lenders, calculated without giving
effect to Section 1(h) of this Amendment.
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.
7
7
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.
(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.
8
8
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:
9
9
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:
10
10
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:
