|
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
2
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.
3
(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
|