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EXHIBIT 10.20
FOURTH AMENDMENT AND WAIVER
(TERM LOAN AGREEMENT)
FOURTH AMENDMENT AND WAIVER, dated as of March 10, 2006 (this
"Amendment"), to the Term Loan Agreement, dated as of July 31, 2003
(as amended,
supplemented or otherwise modified from time to time, the "Term
Loan
Agreement"), among Wheeling-Pittsburgh Corporation, a Delaware
corporation
("Holdings"), Wheeling-Pittsburgh Steel Corporation, a Delaware
corporation (the
"Borrower"), the Lenders party to the Term Loan Agreement, the
Documentation
Agent and Syndication Agent named therein, Royal Bank of Canada,
as
administrative agent (in such capacity, the "Administrative
Agent"), the
Emergency Steel Loan Guarantee Board (the "Federal Guarantor") and
the West
Virginia Housing Development Fund (the "State Guarantor").
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Lenders, the
Administrative
Agent, the Federal Guarantor and the State Guarantor are parties to
the Term
Loan Agreement;
WHEREAS, the Borrower has requested that the Lenders and the
Federal
Guarantor agree to make certain amendments relating to the Term
Loan Agreement
as set forth herein;
WHEREAS, in consideration of the making of such amendments, the
Borrower will obtain a letter of credit issued in favor of the
Administrative
Agent for the benefit of the Lenders under the Term Loan Agreement
in the amount
of $12,500,000 as set forth herein; and
WHEREAS, the Lenders and the Federal Guarantor 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 Term Loan Agreement and used
herein
shall have the meanings given to them in the Term Loan
Agreement.
2.
Prepayment. The Borrower hereby agrees to make an optional
prepayment of
the Loans in the amount of $6,250,000, representing the principal
due on
September 30, 2006, on the date on which the principal installment
of the Loans
with respect to the June 30, 2006 payment is due.
3.
Waiver of Inverse Application of Prepayments. Each of the Lenders
and
the Federal Guarantor hereby waives the requirement for an inverse
application
of optional prepayments in Section 2.12(a) with respect to the
prepayment
contemplated by Section 2 of this Amendment, and hereby agrees that
such
prepayment shall be applied to prepay the Loans pro
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2
rata among the Tranche A Loans, the Tranche B Loans and the Tranche
C Loans and,
within each tranche, with respect to the principal amount due on or
about
September 30, 2006.
4.
Amendment to Section 1.1. Section 1.1 of the Term Loan Agreement
is
hereby amended by:
(a) amending and restating in their respective entireties the
following definitions:
"Borrowing Availability": as defined under the Revolving Loan
Agreement on the date hereof (as such definition and the terms used
therein
may
be amended or otherwise modified from time to time, except that if
any
such
amendment or other modification is not satisfactory to the
Required
Lenders, such definition, for purposes of this Agreement, shall be
subject
to
such adjustments as the Administrative Agent may reasonably require
in
order for the calculation of the Borrowing Availability to be as
consistent
as
practicable with the calculation thereof prior to such amendment
or
other modification); provided that after the Commitment Termination
Date
(subject to the satisfaction of the Required Lenders with the
relevant
defined terms and, in the absence of such satisfaction, subject to
such
adjustments as the Administrative Agent may reasonably require in
order for
the
following calculation to be as consistent as practicable with
the
calculation of Borrowing Availability under the Revolving Loan
Agreement
prior to the Commitment Termination Date (with such adjustments
thereto as
may
have been made as provided above)), "Borrowing Availability"
shall
mean, with respect to the revolving credit facility which replaces
or
refinances the Revolving Loan Agreement, an amount equal to the
excess of
(a)
the lesser of (i) the total revolving commitment then in effect
thereunder and (ii) the borrowing base, if any, then in effect, in
each
case
after giving effect to reserves taken by the applicable agent
under
such
replacement facility, over (b) an amount equal to the sum of (i)
the
aggregate principal amount of all revolving loans then
outstanding
thereunder, (ii) the aggregate then undrawn and unexpired amount of
any
letters of credit then outstanding thereunder, (iii) the aggregate
amount
of
drawings under letters of credit thereunder that have not then
been
reimbursed by the Borrower and (iv) the aggregate principal amount
of any
swing line loans then outstanding thereunder.
"Consolidated Fixed Charge Coverage Ratio": as defined under
the
Revolving Loan Agreement on the date hereof (as such definition and
the
terms used therein may be amended or otherwise modified from time
to time,
or
may be replaced in connection with any refinancing, extension or
renewal
of
the Revolving Loan Agreement, except that if any such amendment,
other
modification or any such replacement is not satisfactory to the
Required
Lenders, such definition, for purposes of this Agreement, shall be
subject
to
such adjustments as the Administrative Agent may reasonably require
in
order for the calculation of the Consolidated Fixed Charge Coverage
Ratio
to
be as consistent as practicable with the calculation thereof prior
to
such
amendment or other modification or such replacement); provided that
on
September 30, 2007 this amended definition shall cease to apply,
and
Consolidated Fixed Charge Coverage Ratio shall be as defined in
the
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3
Third Amendment to the Term Loan Agreement, dated as of September
29, 2005.
"Excess Cash Flow": for any fiscal quarter of the Borrower, the
excess, if any, of (a) the sum, without duplication, of (i)
Consolidated
Net
Income for such fiscal quarter, (ii) the amount of all non-cash
charges
(including depreciation and amortization and items (d) through (j)
in the
definition of Consolidated EBITDA) deducted in arriving at such
Consolidated Net Income, (iii) cash decreases in Consolidated
Operating
Working Capital, (iv) to the extent not included in (ii) above, the
cash
impact of increases in post-petition employee benefits or
post-petition
"Other Liabilities" (as reflected in the non-current section of
Holdings'
balance sheet) and (v) the aggregate amount of payments received
during
such
fiscal quarter on account of the principal of loans, and the
returned
capital in Investments, made as contemplated by Sections 6.8(i) and
(j)
over
(b) the sum, without duplication, of (i) the amount of all
non-cash
credits included in arriving at such Consolidated Net Income, (ii)
cash
increases in Consolidated Operating Working Capital, (iii) the
aggregate
amount actually paid or committed to be paid (such committed
amounts to be
excluded from the computation of Excess Cash Flow in future
quarters) by
the
Borrower and its Subsidiaries in cash during such fiscal quarter
on
account of Capital Expenditures (excluding expenditures to the
extent (x)
funded by drawings on the Cash Collateral Account or the
Capital
Expenditure Deposit Account (y) financed with the proceeds of
any
Reinvestment Deferred Amount or (z) reimbursed by the Coke Plant
Joint
Venture), (iv) reductions in Funded Debt, it being understood that
the
prepayment of the Loans required by Section 2 of the Fourth
Amendment and
Waiver shall be deemed to have been made as of the date of the
principal
installment with respect to the third quarter of 2006 was
originally due,
(v)
the cash impact of decreases in post-petition employee benefits
or
post-petition "Other Liabilities" (as reflected in the non-current
section
of
Holdings' balance sheet), (vi) the aggregate net amount of non-cash
gain
on
the Disposition of property by the Borrower and its Subsidiaries
during
such
fiscal quarter (other than sales of inventory in the ordinary
course
of
business), to the extent included in arriving at such Consolidated
Net
Income and (vii) the aggregate amount of loans and investments made
during
such
fiscal quarter as contemplated by Sections 6.8(i) and (j).
"Required Stated Amount": $7,500,000, provided that the
Administrative
Agent is by this proviso instructed, from time to time after the
Fourth
Amendment Effective Date, (a) to consent to an amendment to the
Interest
Reserve Letter of Credit (including any replacement Interest
Reserve Letter
of
Credit) that provides for the Required Stated Amount (as it is
reflected
in
the Interest Reserve Letter of Credit) to be promptly conformed to
the
relevant percentage of the then outstanding Tranche A Loans and
Tranche B
Loans as set forth below opposite the then most recent date set
forth
below, upon the issuer thereof receiving a notice from the
Administrative
Agent, to the effect that (i) all interest required to be paid on
the Loans
on
or prior to the date of such notice has been paid and (ii) the
Borrower
has
made all deposits required to be made on or prior to such date
pursuant
to
Section 5.15, and (b) to provide the notice as contemplated in
clause
(a)
above, upon a request by the Borrower to do so, so long as the
statements in such notice are then true and correct.
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4
<TABLE>
<CAPTION>
REFERENCE
DATE
PERCENTAGE
--------------
----------
<S>
<C>
Current
3.29%
3/31/2006
3.32%
6/30/2006
3.36%
9/30/2006
3.40%
12/31/2006
3.43%
3/31/2007
3.47%
6/30/2007
3.50%
9/30/2007
3.54%
12/31/2007
3.58%
3/31/2008
3.61%
6/30/2008
3.65%
9/30/2008
3.69%
12/31/2008
3.72%
3/31/2009
3.76%
6/30/2009
3.79%
9/30/2009
3.83%
12/31/2009
3.87%
3/31/2010
3.90%
6/30/2010
3.94%
9/30/2010
3.98%
12/31/2010 and thereafter 4.01%
</TABLE>
(b) inserting the following new definitions in the appropriate
alphabetical order:
"Fourth Amendment and Waiver": the Amendment, dated as of March
[__],
2006, to this Agreement among Holdings, the Borrower, the Lenders
party
thereto, the Administrative Agent and the Federal Guarantor.
"Fourth Amendment Effective Date": the date on which the
conditions
precedent set forth in Section 8 of the Fourth Amendment and Waiver
shall
have
been satisfied or waived.
5.
Amendment to Section 5.2. Section 5.2 of the Term Loan Agreement
is
hereby amended by:
(a) restating paragraph (c) thereof to read in its entirety as
follows:
(c) to the Administrative Agent and each Lender, as soon as
available, but not later than the start of each fiscal year of
Holdings, an
annual operating plan for Holdings and its Subsidiaries,
approved by the board of directors of Holdings, for the
following
fiscal year, which (i) includes a statement of all of the
material
assumptions on which such plan is based, (ii) includes
quarterly
balance
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5
sheets and a quarterly budget for the following year and (iii)
integrates sales, gross profits, operating expenses, operating
profit,
cash flow projections and Borrowing Availability projections,
all
prepared on the same basis and in similar detail as that on
which
operating results are reported (and in the case of cash flow
projections, representing managem
