EXECUTION COPY
AMENDMENT NO. 5 TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 28, 1997
AMENDMENT NO. 5 TO THE SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is entered into by WHEELING- PITTSBURGH STEEL
CORPORATION, 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) 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 1.1 is amended by amending the definition of
"Cumulative Cash Flow" in full to read as follows:
"CUMULATIVE CASH FLOW" means "net cash flow from
operations" (as such term is construed in accordance with GAAP and as
such term is included in the Projections) of the Loan Party
Consolidated Group PLUS (a) advances made to any Loan Party by WHX, (b)
increases in the aggregate "Trust Invested Amount" (under and as
defined in the Securitization Documents) (in each case, to the extent
that such amounts have not been included in the calculation of "net
cash flow from operations") and (c) $41,500,000 MINUS (a) "net cash
flow from investing activities" (as such term is construed in
accordance with GAAP and as such term is included in the Projections)
of the Loan Party Consolidated Group, (b) payments made by any Loan
Party to WHX in respect of Keepwell Payments or otherwise, (c)
reductions in the
aggregate "Trust Invested Amount" (under and as defined in the
Securitization Documents) and (d) repayments of the principal amount of
any Debt of the Loan Party Consolidated Group other than Debt under the
Loan Documents (in each case, to the extent that such amounts have not
been included in the calculation of "net cash flow from operations").
(b) Section 1.1 is amended by adding the following defined
term in appropriate alphabetical order:
"FISCAL MONTH" means one calendar month.
(c) 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:
December 31, 1997 250,000,000
March 31, 1998 245,000,000
June 30, 1998 245,000,000
September 30, 1998 245,000,000
December 31, 1998 245,000,000
March 31, 1999 210,000,000
(d) 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:
December 31, 1997 5.25:1.00
March 31, 1998 5.5:1.00
June 30, 1998 5.6:1.00
September 30, 1998 5.5:1.00
December 31, 1998 5.5:1.00
March 31, 1999 6.6:1.00
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(e) 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:
December 31, 1997 N/A
March 31, 1998 N/A
June 30, 1998 N/A
September 30, 1998 N/A
December 31, 1998 N/A
March 31, 1999 0.5:1.00
(f) Section 5.4 is amended by (i) by deleting the words
"Fiscal Quarter" and substituting therefor the words "Fiscal Month" and
(ii) by substituting for the dates "December 31, 1997" through "March
31, 1999" the amount set forth below opposite each such date:
November 30, 1997 (110,000,000)
December 31, 1997 (110,000,000)
January 31, 1998 (120,000,000)
February 28, 1998 (145,000,000)
March 31, 1998 (145,000,000)
April 30, 1998 (145,000,000)
May 31, 1998 (145,000,000)
June 30, 1998 (145,000,000)
July 31, 1998 (140,000,000)
August 31, 1998 (140,000,000)
September 30, 1998 (130,000,000)
October 31, 1998 (130,000,000)
November 30, 1998 (120,000,000)
December 31, 1998 (115,000,000)
January 31, 1999 (120,000,000)
February 28, 1999 (120,000,000)
March 31, 1999 (125,000,000)
(g) 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:
December 31, 1997 85,000,000
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March 31, 1998 95,000,000
June 30, 1998 115,000,000
September 30, 1998 130,000,000
December 31, 1998 145,000,000
March 31, 1999 155,000,000
(h) Section 7.6 is amended by (i) deleting clause (ii) from
subsection (f) and substituting therefor the phrase "Intentionally
omitted"
(ii) deleting the word "and" after the semicolon in subsection
(h);
(iii) deleting the period at the end of subsection (i) and
inserting in place thereof a semicolon followed by the word "and"; and
(iv) adding as subsection (j) the following language:
"(j) (i) Investments in or advances to Ohio Coating Company
made through December 31, 1997 and (ii) Investments or advances from
and after December 31, 1997; PROVIDED that no Default or Event of
Default has occurred and is continuing or would result therefrom and
the amount of such Investments or advances permitted pursuant to this
subsection (j) made from and after December 31, 1997 shall not exceed
in the aggregate $10,000,000."
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:
(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.
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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 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 4. 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 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.
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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:
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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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