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AMENDMENT NO. 6 TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 30, 1998
AMENDMENT NO. 6 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 anticipates that Unimast will receive financing on a
stand-alone basis and will pledge its assets to secure such financing (the
"UNIMAST FINANCING").
(3) The Borrower has requested that the Lenders agree to release
Unimast as a Guarantor under the Guaranty and as a Grantor under the Guarantor
Security Agreement upon the consummation of the Unimast Financing.
(4) 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 4(a), (b) and (c), hereby amended as
follows:
(a) The definition of "Guarantor" in Section 1.1 is amended by deleting
the phrase "PCC, Wheeling Construction or Unimast" and substituting therefor
the phrase "PCC or Wheeling Construction".
(b) The definition of "Unimast" in Section 1.1 is deleted in full.
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(c) The definition of "Adjusted EBITDA" in Section 1.1 is amended in
full to read as follows:
"ADJUSTED EBITDA" means, for any person for any period, the EBITDA
for such person PLUS, to the extent included as expense in the
calculation of EBITDA, the pension and other long term
post-retirement/employment benefit charges ("Employee Expenses");
minus cash payments for such Employee Expenses.
(d) 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:
September 30, 1998 178,800,000
December 31, 1998 174,300,000
March 31, 1999 176,800,000
June 30, 1999 184,900,000
(e) Section 5.2 is amended by deleting the amounts set opposite the
following dates and substituting therefor the amount set forth below
apposite each such date:
September 30, 1998 7.29:1.00
December 31, 1998 7.82:1.00
March 31, 1999 8.00:1.00
June 30, 1999 7.66:1.00
(f) 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:
September 30, 1998 N/A
December 31, 1998 N/A
March 31, 1999 0.61:1.00
June 30, 1999 0.75:1.00
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(g) Section 5.4 is amended by deleting the amounts set opposite the
following dates and substituting therefor the amount set forth below
apposite each such date:
September 30, 1998 (130,000,000)
October 31, 1998 (130,100,000)
November 30, 1998 (130,000,000)
December 31, 1998 (130,000,000)
January 31, 1999 (135,000,000)
February 28, 1999 (135,000,000)
March 31, 1999 (140,000,000)
April 30, 1999 (140,000,000)
May 31, 1999 (140,000,000)
June 30, 1999 (140,000,000)
and thereafter
(h) Section 5.5 is amended by deleting the amounts set opposite the
following dates and substituting therefor the amount set forth below
apposite each such date:
September 30, 1998 127,300,000
December 31, 1998 140,700,000
March 31, 1999 151,200,000
June 30, 1999 169,500,000
and thereafter
(i) Section 8.1(k) is deleted in full and inserted in its place is "(k)
[Intentionally deleted]".
SECTION 2. WAIVER. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 4(a) and (b), the
Lenders, notwithstanding anything in the contrary contained in Section 7.5 of
the Credit Agreement, hereby consent to the merger of Champion Metal Products,
Inc. into Wheeling Construction Products, Inc. and subsequent merger of Wheeling
Construction Products, Inc. into Borrower.
SECTION 3. RELEASE. (a) Effective as of the date of the Unimast Loan
Agreement and subject to the satisfaction of the conditions precedent set forth
in Section 4, the Lenders hereby (i) release Unimast as a Guarantor under the
Guaranty, (ii) release Unimast as a Grantor under the Guarantor Security
Agreement and the assets of Unimast from the security
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interests granted thereby and (iii) release the pledge of the Guarantor
Intercompany Note of Unimast from the Borrower Pledge Agreement.
(b) The Agent agrees that it will, at the Borrower's expense, and upon
the release of the Collateral specified in paragraph (a) of this Section 3,
execute and deliver to the Borrower such documents as the Borrower shall
reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Guarantor Security Agreement
and Borrower Pledge Agreement, as applicable.
SECTION 4. 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 all of 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.
(c) The Unimast Financing shall have been consummated.
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 5. 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.
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(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 6. 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 7. 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 8. 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: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
AGENT
CITIBANK, N.A., as Agent
By: /s/ illegible
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Name:
Title:
LENDERS
CITICORP USA, INC.
By: /s/ illegible
----------------------------
Name:
Title:
CORESTATES BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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BANKAMERICA BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
STAR BANK, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. Orzon
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Name: ▇▇▇▇▇ ▇. Orzon
Title: Vice President
NATIONAL CITY COMMERCIAL
FINANCE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
CONSENTED TO AND ACKNOWLEDGED:
WHEELING-PITTSBURGH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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WHEELING CONSTRUCTION PRODUCTS,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
PITTSBURGH-▇▇▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
UNIMAST INCORPORATED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
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