EXHIBIT (10)-(57) 1ST AMEND/REVOLVING CREDIT AGRM

EX-10.57 4 l90982aex10-57.txt EXHIBIT (10)-(57) 1ST AMEND/REVOLVING CREDIT AGRM Exhibit (10)-(57) FIRST AMENDMENT AND LIMITED WAIVER TO REVOLVING CREDIT AND GUARANTY AGREEMENT FIRST AMENDMENT AND LIMITED WAIVER, dated as of August 22, 2001 (the "AMENDMENT AND WAIVER"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 20, 2001, among THE LTV CORPORATION, a Delaware corporation (the "BORROWER"), a debtor and debtor-in possession under Chapter 11 of the Bankruptcy Code, the Guarantors named therein (the "GUARANTORS"), THE CHASE MANHATTAN BANK, a New York banking corporation ("CHASE"), each of the other financial institutions party thereto (together with Chase, the "BANKS"), THE CHASE MANHATTAN BANK, as Agent for the Banks (in such capacity, the "AGENT") and ABBEY NATIONAL TREASURY SERVICES PLC, as co-agent for the Banks (the "CO-AGENT"). W I T N E S S E T H: WHEREAS, the Borrower, the Guarantors, the Banks, the Agent and the Co-Agent are parties to that certain Revolving Credit and Guaranty Agreement, dated as of March 20, 2001, (as the same may be amended, modified or supplemented from time to time, the "CREDIT AGREEMENT"); and WHEREAS, the Borrower and the Guarantors have requested that from and after the Effective Date (as hereinafter defined) of this Amendment and Waiver, the Credit Agreement be amended and certain provisions of the Credit Agreement be waived subject to and upon the terms and conditions set forth herein. NOW THEREFORE, the parties hereto hereby agree as follows: 1. As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein. 2. The Banks hereby waive, for the period commencing on the Effective Date of this Agreement and Waiver and ending on September 7, 2001 (the "WAIVER PERIOD") (i) the Borrower's non-compliance with the cumulative EBTIDA covenant contained in Section 6.05 of the Credit Agreement for the six month period ending on July 31, 2001, (ii) the Borrower's non-compliance with the liquidity covenant contained in Section 6.14 of the Credit Agreement and (iii) the Events of Default that have occurred and are continuing solely as a result of such non-compliance; PROVIDED that (x) upon the expiration of the Waiver Period, the waivers provided for herein shall be immediately (without cure period) and automatically terminated in their entirety and be of no further force and effect and (y) at no time during the Waiver Period shall the sum of the outstanding aggregate principal amount of the Loans PLUS the then aggregate Letter of Credit Outstandings exceed the LESSER of (A) $515,000,000 and (B) the Borrowing Base. 3. The definition of the term "Eligible Accounts Receivable" set forth in Section 1.01 of the Credit Agreement is hereby amended (i) by inserting in clause (e) thereof the words "or unasserted" immediately following the words "such Receivable is not subject to any asserted" appearing therein and the words "in each case without duplication," immediately preceding the words "provided that the Outstanding Balance of any such Receivable" appearing therein and (ii) by amending clause (p) thereof in its entirety to reach as follows: "(p) the Obligor (i) has not (or has not asserted a right of) setoff against the Borrower or any Guarantor, (ii) has not disputed its liability (whether by chargeback or otherwise) or made any claim with respect to such Receivables Entity which has not been resolved or (iii) is not a creditor of the Borrower or the Guarantor to which it owes the Receivable, in each case without duplication, to the extent of the amount owned by such Receivables Entity to the Obligor, the amount of such actual, asserted or unasserted right of setoff, or the amount of such dispute or claim as the case may be." 4. The Borrowing Base Certificate is hereby amended by deleting the amount "$15,000,000" appearing on "Line E Borrowing Base Reserve" of the Borrower Base Certificate and inserting in lieu thereof the amount "$0." 5. This Amendment and Waiver shall not become effective until the date (the "EFFECTIVE DATE") on which this Amendment and Waiver shall have been executed by the Borrower, the Guarantors and Banks representing the Required Banks, and the Agent shall have received evidence satisfactory to it of such execution. 6. Except to the extent hereby amended or waived, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. 7. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Agreement and Waiver, including the reasonable fees and disbursements of special counsel to the Agent. 8. This Amendment and Waiver shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agent or the Bank may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this First Amendment and Waiver. 9. This Amendment and Waiver may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 10. This Amendment and Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed as of the day and the year first written. BORROWER: THE LTV CORPORATION By: /s/ Glenn J. Moran ---------------------------------- Name: Glenn J. Moran Title: Sr. Vice President GUARANTORS: LTV STEEL COMPANY, INC. COPPERWELD BIMETALLIC PRODUCTS COMPANY COPPERWELD CORPORATION COPPERWELD EQUIPMENT COMPANY COPPERWELD MARKETING & SALES COMPANY COPPERWELD TUBING PRODUCTS COMPANY CRYSTALANE, INC. DEARBORN LEASING COMPANY ERIE B CORPORATION ERIE I CORPORATION FOX TAIL, INC. GEORGIA TUBING CORPORATION INVESTMENT BANKERS, INC. J&L EMPIRE, INC. JALCITE I, INC. JALCITE II, INC. JONES & LAUGHLIN STEEL INCORPORATED LTV BLANKING CORPORATION LTV-COLUMBUS PROCESSING, INC. THE LTV CORPORATION (A WYOMING CORPORATION) LTV-EGL HOLDING COMPANY LTV ELECTRO-GALVANIZING, INC. LTV ESCROW, INC. LTV INTERNATIONAL, INC. LTV PICKLE, INC. LTV PROPERTIES, INC. LTV STEEL DE MEXICO, LTD. LTV STEEL MINING COMPANY LTV-TRICO HOLDING, INC. LTV-TRICO, INC. LTV WALBRIDGE, INC. LTVGT, INC. METALLON METALS ACQUISITION CORPORATION MIAMI ACQUISITION CORPORATION NEMACOLIN MINES CORPORATION REOMAR, INC. REPUBLIC TECHNOLOGY CORPORATION SOUTHERN CROSS INVESTMENT COMPANY TAC ACQUISITION CORPORATION TRICO STEEL COMPANY, INC. UNITED PANEL, INC. VARCO PRUDEN INTERNATIONAL, INC. VP BUILDINGS, INC. VP-GRAHAM, INC. WELDED TUBE CO. OF AMERICA WELDED TUBE HOLDINGS, INC. YOUNGSTOWN ERIE CORPORATION YST ERIE CORPORATION By: /s/ Glenn J. Moran ---------------------------------- Name: Glenn J. Moran Title: Vice President THE CHASE MANHATTAN BANK, INDIVIDUALLY AND AS AGENT By: /s/ Glenn R. Meyer ---------------------------------- Name: Glenn R. Meyer Title: M. D. ABBEY NATIONAL TREASURY SERVICES PLC, INDIVIDUALLY AND AS CO-AGENT By: /s/ A. Braun ---------------------------------- Name: A. Braun Title: Director By: /s/ G. Batchelor ---------------------------------- Name: G. Batchelor Title: Director CREDIT AGRICOLE INDOSUEZ (NEW YORK) By: ---------------------------------- Name: Title: BANK OF AMERICA, N.A. By: ---------------------------------- Name: Title: BANKERS TRUST COMPANY By: /s/ William J. Fitzgerald ---------------------------------- Name: William J. Fitzgerald Title: Vice President ABLECO FINANCE LLC By: ------------------------------------ Name: Title: GMAC COMMERCIAL CREDIT LLC By: /s/ Frank Impesato ------------------------------------ Name: Frank Impesato Title: SVP MELLON BANK, N.A. By: /s/ Gary A. Saul ------------------------------------ Name: Gary A. Saul Title: First Vice President NATIONAL CITY BANK By: /s/ William R. McDonnell ------------------------------------ Name: William R. McDonnel Title: Vice President CHASE SECURITIES INC., AS AGENT FOR THE CHASE MANHATTAN BANK By: ------------------------------------ Name: Title: THE SUMITOMO MITSUI BANKING CORPORATION By: /s/ David A. Buck ------------------------------------ Name: David A. Buck Title: SVP D.K. ACQUISITION PARTNERS, G.P. By: ------------------------------------ Name: Title: KEY BANK OF WASHINGTON By: /s/ G. M. Adams ------------------------------------ Name: G.M. Adams Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: ------------------------------------ Name: Title: