|
Exhibit
10.1
SIXTH AMENDMENT AND WAIVER
TO AMENDED AND RESTATED
REVOLVING LOAN
AGREEMENT
This Sixth Amendment and
Waiver to Amended and Restated Revolving Loan Agreement (this
“Amendment”) is entered into as of December 18, 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 and to waive certain deliveries required
pursuant to 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:
1. Amendments to the Loan
Agreement .
(a) 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) January 31,
2008,”
(b) Annex A to the Loan
Agreement is hereby amended by inserting the following definitions
in alphabetical order therein:
“ Sixth
Amendment ” means that certain Sixth Amendment to Amended
and Restated Revolving Loan Agreement dated as of December 18, 2007
by and among Borrower, Holdings, Administrative Agent and the
Lenders.
“ Sixth Amendment
Effective Date ” has the meaning ascribed to it in the
Sixth Amendment.
(c) 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 January 1, 2008 and ending on January 31,
2008, the Maximum Amount shall be decreased from $260,000,000 to
$255,000,000.”
2. Waiver . The
Administrative Agent and Lenders hereby waive the requirement
pursuant to clause (c) of Annex E to the Loan Agreement that
Holdings deliver to the Administrative Agent and each Lender the
Projections for Fiscal Year 2008 and the parties hereto agree that
no Default or Event of Default shall result from Holdings’
failure to so deliver such Projections. Such waiver is only
applicable and shall only be effective in the specific instance and
for the specific purpose for which made or given.
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.
(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 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 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 validi
| 
