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Exhibit
10.3
THIRD AMENDMENT TO AMENDED
AND RESTATED
REVOLVING LOAN
AGREEMENT
This Third Amendment to
Amended and Restated Revolving Loan Agreement (this
“Amendment”) is entered into as of May 9, 2007 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 the Administrative Agent are willing, to amend
the Loan Agreement, 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:
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1. |
Amendments to the Loan Agreement . |
(a) Annex A to the Loan
Agreement is hereby amended by inserting the following definition
in alphabetical order therein:
“ Third
Amendment ” means that certain Third Amendment to Amended
and Restated Revolving Loan Agreement dated as of May __, 2007
by and among Borrower, Holdings, Administrative Agent, and the
Lenders.
“ Third Amendment
Effective Date ” has the meaning ascribed to it in the
Third Amendment.
(b) Annex G to the Loan
Agreement is hereby amended by inserting the following text at the
conclusion of clause (a) therein to read as
follows:
“; provided
further , that solely for purposes of the calculation of the
Borrowing Availability in this clause (ii), for the period
beginning on the Third Amendment Effective Date and ending on
September 30, 2007,
the Maximum Amount may be
increased from $270,000,000 to $275,000,000, so long as the amount
of the Borrowing Base shall exceed $285,000,000 at all times during
such period.
2. 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 (i) to the extent that
any such representation or warranty expressly relates to an earlier
date and (ii) with respect to any information set forth in the
Disclosure Schedules as of the Third Amendment Effective Date;
provided , that within seven (7) days of the Third
Amendment Effective Date, the Borrower shall deliver to Agents and
Lenders supplemental Disclosure Schedules (including marked copies
to show the changes made against the Disclosure Schedules delivered
to Agents and Lenders on the Restatement Date) which shall be true
and correct in all material respects.
(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 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 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.
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(g) No consent or
authorization of, filing with or other act by or in respect of any
Governmental Authority or any other Person is required in
connection with the execution, delivery or performance by each of
the Credit Parties, or the validity or enforceability, of this
Agreement or the other documents or agreements executed or
delivered in connection herewith to which any of the Credit Parties
is a party, or the consummation of the transactions contemplated
hereby or thereby, or the continuing operations of any of the
Credit Parties following the consummation of such transactions,
except as otherwise expressly contemplated by this
Amendment.
3. Conditions Precedent to
Effectiveness . This Amendment shall be effective on the date
(the “ Third Amendment Effective Date ”) when
each of the following conditions shall have been
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