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Exhibit 10.10
EXECUTION COPY
WAIVER TO
AMENDED AND RESTATED
RECEIVABLES PARTICIPATION AGREEMENT
This Waiver (the "Waiver") dated as of November 21, 2000 is among
Weirton Receivables, Inc. (the "Seller"), Weirton Steel Corporation ("Weirton"),
the Financial Institutions Party hereto (the "Banks") and PNC Bank, National
Association, as facility agent for the Banks (in such capacity, together with
its successors and assigns in such capacity, the "Agent").
WITNESSETH
WHEREAS, the Seller, Weirton, the Banks and the Agent are parties to
that certain Amended and Restated Receivables Purchase Agreement dated as of
March 26, 1999 (as the same has been or may be amended, restated, supplemented
or otherwise modified from time to time, the "Agreement"); and
WHEREAS, the Seller, Weirton, the Banks and the Agent desire to waive
certain events under the Agreement;
NOW, THEREFORE, in consideration of the premises contained herein, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized used and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.
SECTION 2. Waivers. The Majority Banks and the Agent hereby agree that
it shall not constitute a "Termination Event" under the Agreement if the average
Default Ratio for any three consecutive calendar month period, ending during the
period from November 30, 2000 through April 30, 2001, exceeds 3.0% for one or
more such three month periods; provided, however, that the average Default Ratio
for any three consecutive calendar month period shall not exceed 5.0% at any
time. For sake of clarification, the Majority Banks and the Agent do not waive
any Termination Event that may occur under the Agreement after April 30, 2001
because the average Default Ratio for any three consecutive calendar month
period, ending after such date, exceeds 3.0%.
SECTION 3. Representations and Warranties. Each of the Seller and
Weirton represents and warrants to the Banks and the Agent that:
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(a) the representations and warranties made by it in Section 2.1 of the
Agreement are true and correct on and as of the Waiver Effective Date with the
same effect as if made on and as of the Waiver Effective Date (except to the
extent such representations and warranties expressly refer to an earlier date,
in which case they were true and correct as of such earlier date);
(b) after giving effect to the waiver contained herein, no Termination
Event or Unmatured Termination Event exists or will result from the execution of
this Waiver; and
(c) each of the Agreement and this Waiver is its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditor's rights generally or by
equitable principles relating to enforceability.
SECTION 4. Effective Date. This Waiver shall become effective as of the
date first written above (the "Waiver Effective Date") upon receipt by the Agent
of (i) counterparts of this Waiver duly executed by the Seller, Weirton, the
Majority Banks and the Agent and (ii) a satisfactory ratings affirmation from
Standard and Poor's Ratings Group.
SECTION 5. Execution in Counterparts. This Waiver 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 one and the same agreement.
SECTION 6. Continuing Effectiveness. The Agreement shall remain in full
force and effect and is hereby ratified and confirmed in all respects.
SECTION 7. CHOICE OF LAW. THIS WAIVER SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH
PURPOSE SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK).
SECTION 8. Successors and Assigns. This Waiver shall be binding upon
the Seller, Weirton, the Banks and the Agent and their respective successors and
assigns, and shall inure to the benefit of the Seller, Weirton, the Banks and
the Agent and their successors and assigns.
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IN WITNESS WHEREOF, the undersigned parties have executed this Waiver
as of the date first written above written.
WEIRTON RECEIVABLES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & Chief Executive
Officer
WEIRTON STEEL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP President & Chief Financial
Officer
PNC BANK, NATIONAL ASSOCIATION,
as Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President
NATIONAL CITY BANK OF PENNSYLVANIA,
as a Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
BANCO DI NAPOLI,
as a Bank
By: /s/ Francesco Di Mario
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Name: Francesco Di Mario
Title: First Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
Waiver
dated as of November 21, 2000