Exhibit (10)-(57)
FIRST AMENDMENT AND LIMITED
WAIVER TO REVOLVING CREDIT
AND GUARANTY AGREEMENT
FIRST AMENDMENT AND LIMITED WAIVER, dated as of August 22, 2001 (the
"AMENDMENT AND WAIVER"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated
as of March 20, 2001, among THE LTV CORPORATION, a Delaware corporation (the
"BORROWER"), a debtor and debtor-in possession under Chapter 11 of the
Bankruptcy Code, the Guarantors named therein (the "GUARANTORS"), THE CHASE
MANHATTAN BANK, a New York banking corporation ("CHASE"), each of the other
financial institutions party thereto (together with Chase, the "BANKS"), THE
CHASE MANHATTAN BANK, as Agent for the Banks (in such capacity, the "AGENT") and
ABBEY NATIONAL TREASURY SERVICES PLC, as co-agent for the Banks (the
"CO-AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks, the Agent and the
Co-Agent are parties to that certain Revolving Credit and Guaranty Agreement,
dated as of March 20, 2001, (as the same may be amended, modified or
supplemented from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower and the Guarantors have requested that from and
after the Effective Date (as hereinafter defined) of this Amendment and Waiver,
the Credit Agreement be amended and certain provisions of the Credit Agreement
be waived subject to and upon the terms and conditions set forth herein.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit Agreement
shall have the same meanings herein.
2. The Banks hereby waive, for the period commencing on the Effective
Date of this Agreement and Waiver and ending on September 7, 2001 (the "WAIVER
PERIOD") (i) the Borrower's non-compliance with the cumulative EBTIDA covenant
contained in Section 6.05 of the Credit Agreement for the six month period
ending on July 31, 2001, (ii) the Borrower's non-compliance with the liquidity
covenant contained in Section 6.14 of the Credit Agreement and (iii) the Events
of Default that have occurred and are continuing solely as a result of such
non-compliance; PROVIDED that (x) upon the expiration of the Waiver Period, the
waivers provided for herein shall be immediately (without cure period) and
automatically terminated in their entirety and be of no further force and effect
and (y) at no time during the Waiver Period shall the sum of the outstanding
aggregate principal amount of the Loans PLUS the then aggregate Letter of Credit
Outstandings exceed the LESSER of (A) $515,000,000 and (B) the Borrowing Base.
3. The definition of the term "Eligible Accounts Receivable" set forth
in Section 1.01 of the Credit Agreement is hereby amended (i) by inserting in
clause (e) thereof the words "or unasserted" immediately following the words
"such Receivable is not subject to any asserted" appearing therein and the words
"in each case without duplication," immediately preceding the words "provided
that the Outstanding Balance of any such Receivable" appearing therein and (ii)
by amending clause (p) thereof in its entirety to reach as follows:
"(p) the Obligor (i) has not (or has not asserted a right of)
setoff against the Borrower or any Guarantor, (ii) has not disputed its
liability (whether by chargeback or otherwise) or made any claim with
respect to such Receivables Entity which has not been resolved or (iii)
is not a creditor of the Borrower or the Guarantor to which it owes the
Receivable, in each case without duplication, to the extent of the
amount owned by such Receivables Entity to the Obligor, the amount of
such actual, asserted or unasserted right of setoff, or the amount of
such dispute or claim as the case may be."
4. The Borrowing Base Certificate is hereby amended by deleting the
amount "$15,000,000" appearing on "Line E Borrowing Base Reserve" of the
Borrower Base Certificate and inserting in lieu thereof the amount "$0."
5. This Amendment and Waiver shall not become effective until the date
(the "EFFECTIVE DATE") on which this Amendment and Waiver shall have been
executed by the Borrower, the Guarantors and Banks representing the Required
Banks, and the Agent shall have received evidence satisfactory to it of such
execution.
6. Except to the extent hereby amended or waived, the Credit Agreement
and each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.
7. The Borrower agrees that its obligations set forth in Section 10.05
of the Credit Agreement shall extend to the preparation, execution and delivery
of this Agreement and Waiver, including the reasonable fees and disbursements of
special counsel to the Agent.
8. This Amendment and Waiver shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Bank may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this First Amendment and
Waiver.
9. This Amendment and Waiver may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
10. This Amendment and Waiver shall be governed by, and construed in
accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed as of the day and the year first
written.
BORROWER:
THE LTV CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President
GUARANTORS:
LTV STEEL COMPANY, INC.
COPPERWELD BIMETALLIC PRODUCTS
COMPANY
COPPERWELD CORPORATION
COPPERWELD EQUIPMENT COMPANY
COPPERWELD MARKETING & SALES
COMPANY
COPPERWELD TUBING PRODUCTS COMPANY
CRYSTALANE, INC.
DEARBORN LEASING COMPANY
ERIE B CORPORATION
ERIE I CORPORATION
FOX TAIL, INC.
GEORGIA TUBING CORPORATION
INVESTMENT BANKERS, INC.
J&L EMPIRE, INC.
JALCITE I, INC.
JALCITE II, INC.
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ STEEL INCORPORATED
LTV BLANKING CORPORATION
LTV-COLUMBUS PROCESSING, INC.
THE LTV CORPORATION (A WYOMING
CORPORATION)
LTV-EGL HOLDING COMPANY
LTV ELECTRO-GALVANIZING, INC.
LTV ESCROW, INC.
LTV INTERNATIONAL, INC.
LTV PICKLE, INC.
LTV PROPERTIES, INC.
LTV STEEL DE MEXICO, LTD.
LTV STEEL MINING COMPANY
LTV-TRICO HOLDING, INC.
LTV-TRICO, INC.
LTV ▇▇▇▇▇▇▇▇▇, INC.
LTVGT, INC.
METALLON METALS ACQUISITION
CORPORATION
MIAMI ACQUISITION CORPORATION
NEMACOLIN MINES CORPORATION
REOMAR, INC.
REPUBLIC TECHNOLOGY CORPORATION
SOUTHERN CROSS INVESTMENT COMPANY
TAC ACQUISITION CORPORATION
TRICO STEEL COMPANY, INC.
UNITED PANEL, INC.
VARCO ▇▇▇▇▇▇ INTERNATIONAL, INC.
VP BUILDINGS, INC.
VP-▇▇▇▇▇▇, INC.
WELDED TUBE CO. OF AMERICA
WELDED TUBE HOLDINGS, INC.
YOUNGSTOWN ERIE CORPORATION
YST ERIE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK,
INDIVIDUALLY AND AS AGENT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: M. D.
ABBEY NATIONAL TREASURY SERVICES PLC,
INDIVIDUALLY AND AS CO-AGENT
By: /s/ ▇. ▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇
Title: Director
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
CREDIT AGRICOLE INDOSUEZ (NEW YORK)
By:
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Name:
Title:
BANK OF AMERICA, N.A.
By:
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Name:
Title:
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
ABLECO FINANCE LLC
By:
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Name:
Title:
GMAC COMMERCIAL CREDIT LLC
By: /s/ ▇▇▇▇▇ Impesato
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Name: ▇▇▇▇▇ Impesato
Title: SVP
MELLON BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: First Vice President
NATIONAL CITY BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CHASE SECURITIES INC.,
AS AGENT FOR THE CHASE MANHATTAN BANK
By:
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Name:
Title:
THE SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: SVP
D.K. ACQUISITION PARTNERS, G.P.
By:
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Name:
Title:
KEY BANK OF WASHINGTON
By: /s/ ▇. ▇. ▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
Title: