EXHIBIT 10.18
EXECUTION
SECOND AMENDMENT
(REVOLVING LOAN AGREEMENT)
SECOND AMENDMENT, dated as of December 17, 2004 (this "Amendment"),
to the Revolving Loan Agreement, dated as of July 31, 2003 (as amended by the
First Amendment dated as of June 23, 2004, the "Revolving Loan Agreement"),
among Wheeling-Pittsburgh Corporation, a Delaware corporation ("Holdings"),
Wheeling-Pittsburgh Steel Corporation, a Delaware corporation ("Borrower"), the
Lenders party to the Revolving Loan Agreement, the agents named therein and
Royal Bank of Canada, as administrative agent (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Lenders and the Administrative
Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders agree to make
certain amendments relating to the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendments, in
each case subject to the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Terms defined in the Revolving Loan Agreement
and used herein shall have the meanings given to them in the Revolving Loan
Agreement.
2. Amendment to Section 6.7(c) of the Revolving Loan Agreement.
Section 6.7(c) of the Revolving Loan Agreement is hereby amended by deleting
"(as defined in the Term Loan Agreement as in effect on the date hereof)" and
inserting in lieu thereof "(as defined in the Term Loan Agreement as in effect
on December 17, 2004)".
3. Representations and Warranties; No Default. Each of Holdings
and the Borrower hereby confirms that after giving effect to this Amendment each
of the representations and warranties set forth in Section 3 of the Credit
Agreement is true and correct. Each of Holdings and the Borrower represents and
warrants that, after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
4. No Change. Except as expressly provided herein, no term or
provision of the Revolving Loan Agreement shall be amended, modified,
supplemented or waived, and each term and provision of the Revolving Loan
Agreement shall remain in full force and effect.
2
5. Counterparts. This Amendment may be executed by the parties
hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
6. Effectiveness. This Amendment shall become effective as of and
on the date on which the Administrative Agent shall have received counterparts
hereof duly executed by Holdings, the Borrower, the Administrative Agent and the
Requisite Lenders.
7. Governing Law. This Amendment and the rights and obligations
of the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
WHEELING-PITTSBURGH CORPORATION
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
WHEELING-PITTSBURGH STEEL
CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Treasurer
ROYAL BANK OF CANADA, as
Administrative Agent
By: __________________________________
Name:
Title:
ROYAL BANK OF CANADA, as a Lender
By: __________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Inventory and Receivables Security
Agent and as a Lender
By: __________________________________
Name:
Title:
Signature Page to the Second Amendments (Revolving Loan Agreement)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
WHEELING-PITTSBURGH CORPORATION
By: _________________________________
Name:
Title:
WHEELING-PITTSBURGH STEEL CORPORATION
By: _________________________________
Name:
Title:
ROYAL BANK OF CANADA, as
Administrative Agent
By: /s/ ▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Assistant Manager, Agency
ROYAL BANK OF CANADA, as a Lender
By: _________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Inventory
and Receivables Security Agent and as a Lender
By: _________________________________
Name:
Title:
Signature Page to the Second Amendments (Revolving Loan Agreement)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
WHEELING-PITTSBURGH CORPORATION
By: _________________________________
Name:
Title:
WHEELING-PITTSBURGH STEEL CORPORATION
By: _________________________________
Name:
Title:
ROYAL BANK OF CANADA, as
Administrative Agent
By: _________________________________
Name:
Title:
ROYAL BANK OF CANADA, as a Lender
By: _________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Inventory
and Receivables Security Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatures
Signature Page to the Second Amendments (Revolving Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE REVOLVING LOAN
AGREEMENT, DATED AS OF JULY 31, 2003,
AMONG WHEELING-PITTSBURGH
CORPORATION, WHEELING-PITTSBURGH
STEEL CORPORATION, THE LENDERS FROM
TIME TO TIME PARTIES THERETO, ROYAL
BANK OF CANADA, AS ADMINISTRATIVE
AGENT, AND THE OTHER AGENTS PARTIES
THERETO.
NAME OF INSTITUTION:
Royal Bank of Canada
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-In-Fact
Royal Bank of Canada
Signature Page to the Second Amendments (Revolving Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE REVOLVING LOAN
AGREEMENT, DATED AS OF JULY 31, 2003,
AMONG WHEELING-PITTSBURGH
CORPORATION, WHEELING-PITTSBURGH
STEEL CORPORATION, THE LENDERS FROM
TIME TO TIME PARTIES THERETO, ROYAL
BANK OF CANADA, AS ADMINISTRATIVE
AGENT, AND THE OTHER AGENTS PARTIES
THERETO.
NAME OF INSTITUTION:
Congress Financial Corporation
By: /s/ Thanwantie Somar
---------------------------------
Name: Thanwantie Somar
Title: Assistant Vice President
Signature Page to the Second Amendments (Revolving Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE REVOLVING LOAN
AGREEMENT, DATED AS OF JULY 31, 2003,
AMONG WHEELING-PITTSBURGH
CORPORATION, WHEELING-PITTSBURGH
STEEL CORPORATION, THE LENDERS FROM
TIME TO TIME PARTIES THERETO, ROYAL
BANK OF CANADA, AS ADMINISTRATIVE
AGENT, AND THE OTHER AGENTS PARTIES
THERETO.
NAME OF INSTITUTION:
▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA
Formerly Bank One, NA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Signature Page to the Second Amendments (Revolving Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE REVOLVING LOAN
AGREEMENT, DATED AS OF JULY 31, 2003,
AMONG WHEELING-PITTSBURGH
CORPORATION, WHEELING-PITTSBURGH
STEEL CORPORATION, THE LENDERS FROM
TIME TO TIME PARTIES THERETO, ROYAL
BANK OF CANADA, AS ADMINISTRATIVE
AGENT, AND THE OTHER AGENTS PARTIES
THERETO.
NAME OF INSTITUTION:
Fleet Capital Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Signature Page to the Second Amendments (Revolving Loan Agreement)
SIGNATURE PAGE TO THE SECOND
AMENDMENT, DATED AS OF DECEMBER ___,
2004, TO THE REVOLVING LOAN
AGREEMENT, DATED AS OF JULY 31, 2003,
AMONG WHEELING-PITTSBURGH
CORPORATION, WHEELING-PITTSBURGH
STEEL CORPORATION, THE LENDERS FROM
TIME TO TIME PARTIES THERETO, ROYAL
BANK OF CANADA, AS ADMINISTRATIVE
AGENT, AND THE OTHER AGENTS PARTIES
THERETO.
NAME OF INSTITUTION:
ORIX FINANCIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Representative
Signature Page to the Second Amendments (Revolving Loan Agreement)