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Exhibit
10.12(i)
EXECUTION
COPY
EIGHTH AMENDMENT AND
CONSENT TO AMENDED AND RESTATED
REVOLVING LOAN
AGREEMENT
This Eighth Amendment and
Consent to Amended and Restated Revolving Loan Agreement (this
“Amendment”) is entered into as of February 29,
2008 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware
corporation (“Borrower”), Wheeling-Pittsburgh
Corporation, a Delaware corporation (“Holdings”),
General Electric Capital Corporation, as administrative agent
(“Administrative Agent”) for the Lenders (this and all
other capitalized terms not defined herein shall have the meanings
set forth in the “Loan Agreement” as defined below),
and the other Lenders signatory hereto.
RECITALS
WHEREAS, Borrower, Holdings,
Administrative Agent, Lenders and certain other parties thereto
have entered into an Amended and Restated Revolving Loan Agreement
dated as of July 8, 2005 (as heretofore or hereafter amended,
modified, supplemented or restated, the “Loan
Agreement”);
WHEREAS, Borrower desires,
and the Lenders and Administrative Agent are willing, to amend the
Loan Agreement and consent to the Designated Asset Sale (as
hereinafter defined), upon and subject to the conditions set forth
in this Amendment; and
WHEREAS, this Amendment shall
constitute a Loan Document and these Recitals shall be construed as
part of this Amendment.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, the parties hereto hereby agree as
follows:
1. Amendments to the Loan
Agreement .
(a) Section 1.5 of the
Loan Agreement is hereby amended by deleting the following text
located at the conclusion of clause (a) thereof:
“Notwithstanding
anything to the contrary in this Section 1.5(a) ,
effective as of the Seventh Amendment Effective Date, the
Applicable Margins shall be as follows (without adjustment based on
any of the foregoing grids):
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Applicable Index Margin
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1.25 |
% |
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Applicable LIBOR Margin
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2.50 |
% |
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Applicable L/C Margin
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2.50 |
% |
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Applicable Unused Line Fee
Margin
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0.50 |
%” |
and substituting therefor the
following text:
“Notwithstanding
anything to the contrary in this Section 1.5(a) ,
effective as of the Eighth Amendment Effective Date, the Applicable
Margins shall be as follows (without adjustment based on any of the
foregoing grids):
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Applicable Index Margin
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1.50 |
% |
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Applicable LIBOR Margin
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2.75 |
% |
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Applicable L/C Margin
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2.75 |
% |
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Applicable Unused Line Fee
Margin
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0.50 |
%” |
(b) Section 1.18 of the
Loan Agreement is hereby amended and restated in its entirety to
read as follows:
“1.18
[Reserved]”
(c) Annex A to the Loan
Agreement is hereby amended by deleting clause (a) of the
definition of “Commitment Termination Date” therein in
its entirety and substituting therefor the following:
“(a) the earlier of
(i) April 30, 2008 and (ii) the date that is 60 days
prior to the “Maturity Date” set forth in the Term Loan
Agreement, subject, in each case, to extension pursuant to the
Extension Option,”
(d) Annex A to the Loan
Agreement is hereby amended by inserting the following definitions
in alphabetical order therein:
“ Eighth
Amendment ” means that certain Eighth Amendment to
Amended and Restated Revolving Loan Agreement dated as of
February 29, 2008 by and among Borrower, Holdings,
Administrative Agent and the Lenders.
“ Eighth Amendment
Effective Date ” has the meaning ascribed to it in the
Eighth Amendment.
“ Extension
Option ” means the one time option of the Borrower to
extend clause (a) of the Commitment Termination Date to the
earlier of (i) September 30, 2008 and (ii) the date
that is 60 days prior to the “Maturity Date” set forth
in the Term Loan Agreement. The Extension Option shall be subject
to the delivery by Borrower of written notice to Administrative
Agent and the Lenders indicating Borrower’s intention to so
extend the Commitment Termination Date; provided , that to
the extent that Administrative Agent and the Lenders have not
received written notice from Borrower declining the Extension
Option on or prior to April 21, 2008, Borrower shall be deemed
to have exercised the Extension Option as of such date.
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(e) Annex G to the Loan
Agreement is hereby amended as follows:
(i) by deleting the text
“November 1, 2008” in the initial proviso therein and
substituting therefore the text “September 30, 2008”;
and
(ii) by deleting clause
(a)(ii) therein and the provisos thereto and substituting therefor
the following:
“(ii) each of the
Credit Parties shall not permit the Borrowing Availability to be
less than $70,000,000; provided , that solely for purposes
of the calculation of the Borrowing Availability in this clause
(ii), during this period (A) the Maximum Amount shall be
$285,000,000 and (B) the Inventory Cap shall be excluded from
the calculation of the Borrowing Base.”
(f) Annex J to the Loan
Agreement is hereby deleted in its entirety and replaced with Annex
J attached hereto.
2. Consent .
Notwithstanding Section 6.5 of the Loan Agreement,
Administrative Agent and Lenders hereby consent to the Designated
Asset Sale, so long as Administrative Agent shall have received on
the closing date of the Designated Asset Sale a fully-executed copy
of the purchase agreement governing the Designated Asset Sale,
which shall not have been amended from the form of such document
delivered to Administrative Agent and Lenders on the Eighth
Amendment Effective Date (as hereinafter defined) without the prior
written consent of Administrative Agent.
3. Representations and
Warranties of Borrower .
(a) The Recitals in this
Amendment are true and correct in all respects.
(b) All representations and
warranties of the Credit Parties in the Loan Agreement and in the
other Loan Documents to which it is a party are incorporated herein
in full by this reference and are true and correct in all material
respects as of the date hereof, except to the extent that any such
representation or warranty expressly relates to an earlier
date.
(c) After giving effect to
this Amendment, no Default or Event of Default has occurred and is
continuing.
(d) Borrower has the power,
and has been duly authorized by all requisite action, to execute
and deliver this Amendment and the other documents and agreements
executed and delivered in connection herewith to which it is a
party. This Amendment has been duly executed by Borrower and the
other documents and agreements executed and delivered in connection
herewith to which Borrower is a party have been duly executed and
delivered by it.
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(e) This Amendment is the
legal, valid and binding obligation of Borrower and the other
documents and agreements executed or delivered in connection
herewith to which any of the other Credit Parties is a party are
the legal, valid and binding obligations of the other Credit
Parties, in each case enforceable against each of the other Credit
Parties in accordance with their respective terms, except as such
enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar law affecting
creditors’ rights generally.
(f) The execution, delivery
and performance of this Amendment and the other documents and
agreements executed and delivered in connection herewith do not and
will not (i) violate any law, rule, regulation or court order
to which any of the Credit Parties is s
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