EXECUTION COPY
AMENDMENT NO. 2 TO THE KEEPWELL
AGREEMENT
Dated as of November 28, 1997
AMENDMENT NO. 2 TO THE KEEPWELL 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"), WHEELING-PITTSBURGH CORPORATION, a Delaware corporation
("HOLDINGS"), WHX CORPORATION, a Delaware corporation ("WHX"), 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, Holdings and WHX have entered into a
Keepwell Agreement dated as of December 28, 1995 (as amended, supplemented or
otherwise modified through the date hereof, the "KEEPWELL AGREEMENT") in favor
of the Lender Parties.
(3) The Borrower, Holdings, WHX and the Lenders have agreed to
amend the Keepwell Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO KEEPWELL AGREEMENT. Section 2 of the
Keepwell Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2, hereby amended
by (i) 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 (105,000,000)
December 31, 1997 (105,000,000)
January 31, 1998 (115,000,000)
February 28, 1998 (140,000,000)
March 31, 1998 (140,000,000)
April 30, 1998 (140,000,000)
May 31, 1998 (140,000,000)
June 30, 1998 (140,000,000)
July 31, 1998 (135,000,000)
August 31, 1998 (135,000,000)
September 30, 1998 (125,000,000)
October 31, 1998 (125,000,000)
November 30, 1998 (115,000,000)
December 31, 1998 (110,000,000)
January 31, 1999 (115,000,000)
February 28, 1999 (115,000,000)
March 31, 1999 (120,000,000)
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.
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.
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SECTION 3. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a)
On and after the effectiveness of this Amendment, each reference in the Keepwell
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Keepwell Agreement, and each reference in each of the Loan
Documents to "the Keepwell Agreement", "thereunder", "thereof" or words of like
import referring to the Keepwell Agreement, shall mean and be a reference to the
Keepwell Agreement, as amended by this Amendment.
(b) The Keepwell 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 Keepwell Agreement or any Loan Document, nor constitute a waiver of any
provision of the Keepwell 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:
WHX 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:
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:
