Second Amendment to Term Loan Agreement among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, Lenders, and Royal Bank of Canada

Summary

This amendment, dated December 17, 2004, modifies the existing Term Loan Agreement originally signed on July 31, 2003, between Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, various lenders, Royal Bank of Canada as administrative agent, and government guarantors. The main change increases the amount of "Available Construction Funds" from $5 million to $12 million. All other terms of the original agreement remain unchanged. The amendment becomes effective once all required parties have signed.

EX-10.17 12 j1230801exv10w17.txt EXHIBIT 10.17 EXHIBIT 10.17 EXECUTION SECOND AMENDMENT (TERM LOAN AGREEMENT) SECOND AMENDMENT, dated as of December 17, 2004 (this "Amendment"), to the Term Loan Agreement, dated as of July 31, 2003 (as amended by the First Amendment and Waiver dated as of June 25, 2004, the "Term Loan Agreement"), among Wheeling-Pittsburgh Corporation, a Delaware corporation ("Holdings"), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the "Borrower"), the Lenders parties to the Term Loan Agreement, the Documentation Agent and Syndication Agent named therein, Royal Bank of Canada, as administrative agent (in such capacity, the "Administrative Agent"). Emergency Steel Loan Guarantee Board (the "Federal Guarantor") and West Virginia Housing Development Fund (the "State Guarantor"). WITNESSETH: WHEREAS, Holdings, the Borrower, the Lenders, the Administrative Agent, the Federal Guarantor and the State Guarantor are parties to the Term Loan Agreement; WHEREAS, the Borrower has requested that the Lenders agree to make certain amendments relating to the Term Loan Agreement as set forth herein; and WHEREAS, the Lenders and the Federal Guarantor are willing to agree to such amendments, in each case subject to the terms and conditions set forth herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Defined Terms. Terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement. 2. Amendment to Section 1.1 of the Term Loan Agreement. The definition of "Available Construction Funds" set forth in Section 1.1 of the Term Loan Agreement is hereby amended by deleting "$5,000,000" therefrom and substituting in lieu thereof "$12,000,000". 3. Representations and Warranties; No Default. Each of Holdings and the Borrower hereby confirms that after giving effect to this Amendment each of the representations and warranties set forth in Section 3 of the Term Loan Agreement is true and correct. Each of Holdings and the Borrower represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 4. No Change. Except as expressly provided herein, no term or provision of the Term Loan Agreement shall be amended, modified, supplemented or waived, and each term and provision of the Term Loan Agreement shall remain in full force and effect. 2 5. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 6. Effectiveness. This Amendment shall become effective on such date as the Administrative Agent shall have received executed counterparts hereof from (i) Holdings, (ii) the Borrower, (iii) the Required Lenders and (iv) the Federal Guarantor (or, in lieu of an executed counterpart from the Federal Guarantor, the Federal Guarantor be deemed to have approved this Amendment in accordance with Section 5.5 of the Federal Guarantee). 7. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. WHEELING-PITTSBURGH CORPORATION By: /s/ John W. Testa ----------------------------------------- Name: John W. Testa Title: Vice President Secretary and Treasurer WHEELING-PITTSBURGH STEEL CORPORATION By: /s/ Michael P. Diclemente ----------------------------------------- Name: Michael P. Diclemente Title: Treasurer ROYAL BANK OF CANADA, as Administrative Agent By: _________________________________________ Name: Title: EMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal Guarantor By: _________________________________________ Name: Title: Signature Page to Second Amendments (Term Loan Agreement) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duty authorized as of the day and year first above written. WHEELING-PITTSBURGH CORPORATION By: _________________________________________ Name: Title: WHEELING-PITTSBURGH STEEL CORPORATION By: _________________________________________ Name: Title: ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Ann Hurley ----------------------------------------- Name: Ann Hurley Title: Assistant Manager, Agency EMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal Guarantor By: _________________________________________ Name: Title: Signature Page to Second Amendments (Term Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, EMERGENCY STEEL LOAN GUARANTEE BOARD, WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: Royal Bank of Canada By: /s/ Suzanne Kaicher ----------------------------------------- Name: Suzanne Kaicher Title: Attorney-In-Fact Royal Bank of Canada Signature Page to Second Amendments (Term Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER 15, 2004, TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, EMERGENCY STEEL LOAN GUARANTEE BOARD, WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: Australia and New Zealand Banking Group Limited By: /s/ John W. Wade ----------------------------------------- Name: John W. Wade Title: Director Signature Page to Second Amendments (Term Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER 15, 2004, TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, EMERGENCY STEEL LOAN GUARANTEE BOARD, WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: Fleat Capital Corporation By: /s/ Suzanne Cozine ----------------------------------------- Name: Suzanne Cozine Title: Vice President Signature Page to Second Amendments (Term Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, EMERGENCY STEEL LOAN GUARANTEE BOARD, WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: JP Morgan Chase Bank NA Formerly Bank one NA By: /s/ Paul Weybrecht ----------------------------------------- Name: Paul Weybrecht Title: Vice President Signature Page to Second Amendments (Term Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, EMERGENCY STEEL LOAN GUARANTEE BOARD, WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: LLOYDS TSB BANK PLC By: /s/ Gary Staines ----------------------------------------- Name: GARY STAINES Title: VICE PRESIDENT STRUCTERED FINANCE S366 /s/ Kathy Bimmons KATHY BIMMONS DIRECTOR STRUCTERED FINANCE 8034 Signature Page to Second Amendments (Term Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, EMERGENCY STEEL LOAN GUARANTEE BOARD, WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: US Bank National Association By: /s/ Jeffrey A. Kessler ----------------------------------------- Name: Jeffrey A. Kessler Title: Vice President Signature Page to Second Amendments (Term Loan Agreement)