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SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

Revolving Credit Agreement

SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED 

REVOLVING LOAN AGREEMENT | Document Parties: ESMARK INC | BANK OF AMERICA, N.A. | CIT GROUP/BUSINESS CREDIT, INC | JPMORGAN CHASE BANK, NA | UBS LOAN FINANCE LLC | WACHOVIA BANK, NATIONAL ASSOCIATION | Wheeling-Pittsburgh Corporation | Wheeling-Pittsburgh Steel Corporation You are currently viewing:
This Revolving Credit Agreement involves

ESMARK INC | BANK OF AMERICA, N.A. | CIT GROUP/BUSINESS CREDIT, INC | JPMORGAN CHASE BANK, NA | UBS LOAN FINANCE LLC | WACHOVIA BANK, NATIONAL ASSOCIATION | Wheeling-Pittsburgh Corporation | Wheeling-Pittsburgh Steel Corporation

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Title: SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
Date: 5/20/2008

SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED 

REVOLVING LOAN AGREEMENT, Parties: esmark inc , bank of america  n.a. , cit group/business credit  inc , jpmorgan chase bank  na , ubs loan finance llc , wachovia bank  national association , wheeling-pittsburgh corporation , wheeling-pittsburgh steel corporation
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Exhibit 10.12(g)

EXECUTION COPY

SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED

REVOLVING LOAN AGREEMENT

This Seventh Amendment and Consent to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of January 31, 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 Wheeling-Nisshin 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 inserting the following text at the conclusion of clause (a) thereof to read as follows:

“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):

 

Applicable Index Margin    1.25%
Applicable LIBOR Margin    2.50%
Applicable L/C Margin    2.50%
Applicable Unused Line Fee Margin    0.50%

 


(b) Section 1.18 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“1.18 Availability Reserve . The parties hereto agree that in addition to any other Reserves established pursuant to this Agreement, if, on or prior to January 31, 2008, the maturity date of the Term Loan Obligations pursuant to the Term Loan Agreement has not been extended to or beyond June 1, 2008 (the “ Term Loan Extension ”), the Inventory and Receivables Security Agent shall establish: (i) on March 1, 2008, a Reserve on Borrowing Availability equal to fifty percent (50%) of the Term Loan Obligations outstanding on such date and (ii) beginning April 1, 2008, a monthly Reserve equal to 1/6 of the Term Loan Obligations outstanding on such date less the Reserve established in clause (i) hereof, for the immediately succeeding six (6) month period.”

(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) February 29, 2008,”

(d) Annex A to the Loan Agreement is hereby amended by inserting the following definitions in alphabetical order therein:

Seventh Amendment ” means that certain Seventh Amendment to Amended and Restated Revolving Loan Agreement dated as of January 31, 2008 by and among Borrower, Holdings, Administrative Agent and the Lenders.

Seventh Amendment Effective Date ” has the meaning ascribed to it in the Seventh Amendment.

(e) Annex G to the Loan Agreement is hereby amended by deleting the proviso located at the conclusion of clause (a)(ii) therein and substituting therefor the following:

“; provided further , that solely for purposes of the calculation of the Borrowing Availability in this clause (ii), for the period beginning on February 1, 2008 and ending on February 29, 2008, the Maximum Amount shall be decreased from $260,000,000 to $255,000,000.”

2. Cash Management . Notwithstanding anything to the contrary in Annex C to the Loan Agreement or in any other Loan Document, the parties hereto agree that Administrative Agent shall deliver on or prior to February 1, 2008 an Activation Notice to any or all of the banks party to a tri-party blocked account control agreement (collectively, the “ Control Agreements ”) with Administrative Agent and the applicable Credit Party party thereto, as

 

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Administrative Agent may elect in its sole discretion, instructing each such bank to (i) begin forwarding through daily sweeps all amounts received in the deposit accounts governed by each such Control Agreement into a deposit account held by Administrative Agent and (ii) comply only with instructions delivered by Administrative Agent and not the Credit Party party thereto.

3. Consent . Notwithstanding anything to the contrary in Section 6.5 of the Loan Agreement, Administrative Agent and Lenders hereby consent to the sale by Borrower of its equity interest in Wheeling-Nisshin, Inc., a Delaware corporation (“ Wheeling-Nisshin ”) to an unaffiliated third-party buyer for total cash consideration of not less than the amount separately disclosed by the Borrower to Administrative Agent and the Lenders on the date hereof as the anticipated amount of such consideration (or such lesser amount of such consideration which, together with the proposed financing described in the commitment letters referred to in Section 6(b)(ii) below, Administrative Agent reasonably determines is sufficient to consummate the refinancing and restructuring transactions described in Sections 6(b)(ii) and (iii) below), and otherwise on terms and conditions reasonably satisfactory to Administrative Agent (the “ Wheeling-Nisshin Sale ”).

4. 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.

(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.

 

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(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 subject; (ii) conflict with or result in a breach of the certificate of formation or incorporation, bylaws, limited liability company agreement or other organizational documents of any of the Credit Parties or any other agreement or instrument to which it is party or by which the properties of any of the Credit Parties is bound; or (iii) result in the creation or imposition of any Lien on any property of any of the Credit Parties, whether now owned or hereafter acquired, other than Liens in favor of Administrative Agent.

(g) No consent or authorization of, filing with or other act by or in respect of


 
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