EXHIBIT 10.2
CONSENT AND AMENDMENT NO. 2 TO
DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT
August 6, 2003
Weirton Steel Corporation
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Ladies and Gentlemen:
Reference is made to the Debtor-In-Possession Loan and Security
Agreement dated as of May 20, 2003 by and among Weirton Steel Corporation,
Chapter 11 Debtor and Debtor-in-Possession ("Borrower"), the lenders from time
to time party thereto (the "Lenders"), Fleet Capital Corporation, individually
as a Lender, and as agent for the Lenders (the "Agent"; as amended, supplemented
or otherwise modified from time to time, the "Loan Agreement"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings provided
to such terms in the Loan Agreement.
Borrower has requested that (a) as required by subsection 10.1.23 of
the Loan Agreement, Agent and Majority Lenders consent to Xxxxxxx Xxxx being
appointed as chef executive officer of Borrower and (b) Majority Lenders agree
to amend subsection 10.1.23 of the Loan Agreement in certain respects. Agent and
Majority Lenders have agreed to the foregoing, on the terms and conditions set
forth herein. Therefore, Agent and Majority Lenders hereby agree as follows:
1. Consent. In reliance upon the representations and warranties set
forth in Section 3 and subject to the conditions to effectiveness set forth in
Section 4 below, Agent and Majority Lenders hereby consent to Xxxxxxx Xxxx
functioning as chief executive officer of Borrower. This consent is a limited
consent and shall not be deemed to constitute a consent to any other existing or
future departure from the terms of the Loan Agreement or any other Loan
Documents.
2. Amendment. Subsection 10.1.23 of the Loan Agreement is hereby
amended and restated in its entirety as follows:
"10.1.23. Changes in Senior Management. The failure of (a) one of
Xxxxxxx Xxxx or Xxxx Xxxxxx to function as chief executive officer of
Borrower, unless replaced within 10 days thereafter with a chief executive
officer or chief restructuring officer acceptable to Agent and Majority
Lenders or (b) any Bankruptcy Plan proposed by Borrower to provide that
Xxxx
Xxxxxx shall function as chief executive officer of Borrower upon and
after confirmation of such Bankruptcy Plan."
3. Representations and Warranties. Borrower hereby represents and
warrants to Lenders that after giving effect to the transactions contemplated
hereby:
(a) there is no Default or Event of Default currently in existence;
and
(b) the representations and warranties of Borrower contained in the
Loan Agreement, as amended hereby, and the other Loan Documents, are true
and correct in all material respects as of the date hereof, with the same
effect as though made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in
which case such representations and warranties are true and correct in all
material respects as of such earlier date.
4. Condition to Effectiveness. This Consent and Amendment No. 2 to
Debtor-in-Possession Loan and Security Agreement (the "Amendment") shall be
effective upon the execution hereof by Agent and Majority Lenders, acceptance
hereof by Borrower, and delivery hereof to Agent on or before August __, 2003.
5. Scope. Except as expressly amended by this Amendment, the terms
of the Loan Agreement shall remain in full force and effect as executed.
6. Counterparts. This Amendment and all other documents and
agreements provided for herein or delivered or to be delivered hereunder or in
connection herewith may be executed in any number of counterparts, and by the
parties hereto and/or thereto on the same or separate counterparts, and each
such counterpart, when executed and delivered, shall be deemed an original, but
all such counterparts shall together constitute but one and the same agreement
or document, as applicable.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours,
FLEET CAPITAL CORPORATION,
as Agent and as a Revolving Lender
By /s/ Xxx Xxxxxx
----------------------------------
Title S.V.P.
-------------------------------
Revolving Loan Commitment: $50,000,000
FOOTHILL CAPITAL CORPORATION,
as a Revolving Lender
By /s/ Xxx Xxxx
----------------------------------
Title Assistant Vice-President
-------------------------------
Revolving Loan Commitment: $50,000,000
THE CIT GROUP BUSINESS CREDIT, INC.,
as a Revolving Lender
By /s/ Xxxxx Xxxxxxx
----------------------------------
Title Vice President
-------------------------------
Revolving Loan Commitment: $50,000,000
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GMAC COMMERCIAL FINANCE LLC,
as a Revolving Lender
By /s/ Xxxxxx Xxxxx
----------------------------------
Title VP
-------------------------------
Revolving Loan Commitment: $35,000,000
TRANSAMERICA BUSINESS CAPITAL
CORPORATION, as a Revolving Lender
By /s/ Xxx Xxxxxx
----------------------------------
Title Vice President
-------------------------------
Revolving Loan Commitment: $15,000,000
MANCHESTER SECURITIES COW.,
as a Term Lender
By /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Title Xxxxxx Xxxxxxxxx, Vice-President
--------------------------------
Term Loan Commitment: $25,000,000
Acknowledged and agreed to as of
this 6th day of August, 2003.
WEIRTON STEEL CORPORATION, Chapter 11
Debtor and Debtor-in-Possession
By /s/ Xxxxx X Xxxxx
--------------------------------
Its Treasurer
--------------------------------
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