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Exhibit
10.13(h)
EXECUTION
COPY
SEVENTH
AMENDMENT
(Term Loan
Agreement)
THIS SEVENTH
AMENDMENT, dated as of February 26, 2008 (this “
Amendment ”), to the Term Loan Agreement, dated as of
July 31, 2003, as amended to the date hereof (as so amended,
the “ Term Loan Agreement ”), each among
Wheeling-Pittsburgh Corporation, a Delaware corporation (“
Holdings ”), Wheeling-Pittsburgh Steel Corporation, a
Delaware corporation (the “ Borrower ”), the
Lenders parties to the Term Loan Agreement, Royal Bank of Canada,
as administrative agent (in such capacity, the “
Administrative Agent ”), and the Emergency Steel Loan
Guarantee Board (the “ Federal Guarantor
”).
W I T N E S S E T H
:
WHEREAS, Holdings, the
Borrower, the Lenders, the Administrative Agent and the Federal
Guarantor are parties to the Term Loan Agreement;
WHEREAS, the Borrower has
requested certain amendments and other modifications to the Term
Loan Agreement as set forth herein; and
WHEREAS, the Administrative
Agent, certain of 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, in
consideration of the premises and mutual covenants contained
herein, the parties hereto hereby agree as follows:
Section 1.
Defined Terms . Capitalized terms used but not
otherwise defined herein shall have the respective meanings set
forth in the Term Loan Agreement.
Section 2.
Amendments to Term Loan Agreement . Effective as of
the Seventh Amendment Effective Date, the Term Loan Agreement is
hereby amended as follows:
(a) Existing
Definitions .
(i) The definition of the
term “ Applicable Margin ” set forth in
Section 1.1 of the Term Loan Agreement is hereby amended:
(A) to delete the rate set forth therein for Tranche B Loans
which are ABR Loans and to insert the rate “0.45%” in
lieu thereof; and (B) to delete the rate set forth therein for
Tranche B Loans which are Eurodollar Loans and to insert the rate
“1.00%” in lieu thereof; and
(ii) the definition of the
term “ Maturity Date ” set forth in
Section 1.1 of the Term Loan Agreement is hereby amended to
read in full as follows:
“ Maturity Date
”: July 1, 2008.
(b) New Definitions .
The following definitions are hereby inserted in Section 1.1
of the Term Loan Agreement in the appropriate alphabetical
order:
“ Seventh
Amendment ”: the Seventh Amendment, dated as of
February 26, 2008, to this Agreement among Holdings, the
Borrower, the Lenders party thereto, the Administrative Agent and
the Federal Guarantor.
“ Seventh Amendment
Effective Date ”: the date on which all of the conditions
precedent set forth in Section 4 of the Seventh Amendment
shall have been satisfied or waived.
(c) Financial Condition
Covenant . Section 6.1 of the Term Loan Agreement is
hereby deleted and amended to read in full as follows: “6.1
[Reserved] .”
Section 3.
Waivers . Each of the Lenders and the Federal
Guarantor hereby waives the following requirements:
(a) of Section 6.5 of
the Term Loan Agreement, solely to permit the Borrower to Dispose
of all of its interest in that certain Designated Asset identified
in the Summary of Terms provided to the Administrative Agent under
cover of Borrower’s letter dated February 7, 2008, for
the cash consideration referred to in such Summary of Terms;
provided , however , that all Net Cash Proceeds from
such Asset Sale shall be applied by the Borrower to the prepayment
of the Loans as provided in Section 2.6(b) of the Term Loan
Agreement (and none of such Net Cash Proceeds shall be reinvested
as otherwise permitted by such Section 2.6(b)); and
(b) of Sections 5.2(k) and
5.3(b) of the Term Loan Agreement for the reports of Hatch
Consulting in respect of the calendar months from July 2007 to and
including January 2008; provided however , that the report
of Hatch Consulting in respect of February 2008 shall be delivered
to the Administrative Agent and the Financial Advisor by
March 31, 2008, and shall include a summary report for the
calendar months from July 2007 to and including January 2008 (it
being understood that the report of Hatch Consulting in respect of
any calendar month ending after February 2008 shall be delivered to
the Administrative Agent and the Financial Advisor within 30 days
of the end of such calendar month).
Section 4.
Conditions to Effectiveness . The amendments in
Section 2 and the waivers in Section 3 of
this Amendment shall become effective (the “ Seventh
Amendment Effective Date ”) when the last of the
following conditions shall have been satisfied (but only if all
such conditions are satisfied on or prior to February 29,
2008):
(a) the Administrative Agent
shall have received counterparts hereof duly executed by Holdings,
the Borrower, the Administrative Agent, each Lender and the Federal
Guarantor;
(b) the Administrative Agent
shall have received copies of (i) an effective amendment to
the Revolving Loan Agreement extending the Commitment Termination
Date referred to therein to a date not earlier than April 15,
2008, and (ii) an effective amendment to that certain Credit
Agreement dated as of April 30, 2007, among Esmark Steel
Service Group, Inc. and its subsidiaries, as borrowers, the lenders
party thereto, General Electric Capital Corporation, as successor
administrative agent for such lenders, and the other agents and
arrangers party thereto, extending the Maturity Date referred to
therein to a date not earlier than April 15, 2008;
and
2
(c) to the extent invoiced,
all administrative and other fees then payable to the
Administrative Agent and all out-of-pocket expenses of the
Administrative Agent incurred in connection with this Amendment,
including reasonable fees, charges and disbursements of respective
counsel for the Administrative Agent and the Federal Guarantor,
shall have been paid or reimbursed (it being understood that, to
the extent not invoiced by the time all of the other conditions
have been satisfied, such fees and expenses shall nonetheless be
payable when invoiced pursuant to the provisions of
Section 9.5 of the Term Loan Agreement).
Section 5.
Financial Advisor Expense . Regardless of whether the
conditions in Section 4 are satisfied, the Borrower
hereby agrees to promptly execute and deliver an amendment to the
engagement letter dated December 27, 2006, as amended, of
Lazard Freres & Co. LLC reasonably satisfactory to Lazard
Freres & Co. LLC, the Administrative Agent and the Federal
Guarantor, which amendment shall provide that the Borrower shall
reimburse the fees and expenses of Lazard Freres & Co. LLC
thereunder (a) for the period commencing March 1, 2008,
if the condition set forth in Section 4(b) above is not
satisfied on or prior to February 29, 2008, or (b) for
the period commencing March 17, 2008, if the sale of the
Designated Asset referred to in Section 3(a) above is
not consummated as contemplated by such Section on or prior to
March 17, 2008.
Section 6. No
Default . Each of Holdings
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