EX-10.18 13 j1230801exv10w18.txt EXHIBIT 10.18 EXHIBIT 10.18 EXECUTION SECOND AMENDMENT (REVOLVING LOAN AGREEMENT) SECOND AMENDMENT, dated as of December 17, 2004 (this "Amendment"), to the Revolving Loan Agreement, dated as of July 31, 2003 (as amended by the First Amendment dated as of June 23, 2004, the "Revolving Loan Agreement"), among Wheeling-Pittsburgh Corporation, a Delaware corporation ("Holdings"), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation ("Borrower"), the Lenders party to the Revolving Loan Agreement, the agents named therein and Royal Bank of Canada, as administrative agent (in such capacity, the "Administrative Agent"). WITNESSETH: WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; WHEREAS, the Borrower has requested that the Lenders agree to make certain amendments relating to the Credit Agreement as set forth herein; and WHEREAS, the Lenders 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 Revolving Loan Agreement and used herein shall have the meanings given to them in the Revolving Loan Agreement. 2. Amendment to Section 6.7(c) of the Revolving Loan Agreement. Section 6.7(c) of the Revolving Loan Agreement is hereby amended by deleting "(as defined in the Term Loan Agreement as in effect on the date hereof)" and inserting in lieu thereof "(as defined in the Term Loan Agreement as in effect on December 17, 2004)". 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 Credit 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 Revolving Loan Agreement shall be amended, modified, supplemented or waived, and each term and provision of the Revolving 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 as of and on the date on which the Administrative Agent shall have received counterparts hereof duly executed by Holdings, the Borrower, the Administrative Agent and the Requisite Lenders. 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/ M. P. Diclemente __________________________________ Name: Michael P. Diclemente Title: Treasurer ROYAL BANK OF CANADA, as Administrative Agent By: __________________________________ Name: Title: ROYAL BANK OF CANADA, as a Lender By: __________________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION, as Inventory and Receivables Security Agent and as a Lender By: __________________________________ Name: Title: Signature Page to the Second Amendments (Revolving Loan Agreement) 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: _________________________________ 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 ROYAL BANK OF CANADA, as a Lender By: _________________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION, as Inventory and Receivables Security Agent and as a Lender By: _________________________________ Name: Title: Signature Page to the Second Amendments (Revolving Loan Agreement) 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: _________________________________ Name: Title: WHEELING-PITTSBURGH STEEL CORPORATION By: _________________________________ Name: Title: ROYAL BANK OF CANADA, as Administrative Agent By: _________________________________ Name: Title: ROYAL BANK OF CANADA, as a Lender By: _________________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION, as Inventory and Receivables Security Agent and as a Lender By: /s/ Matthew N. McAlpine --------------------------------- NAME: Matthew N. McAlpine Title: Duly Authorized Signatures Signature Page to the Second Amendments (Revolving Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE REVOLVING 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, 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 the Second Amendments (Revolving Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE REVOLVING 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, AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: Congress Financial Corporation By: /s/ Thanwantie Somar --------------------------------- Name: Thanwantie Somar Title: Assistant Vice President Signature Page to the Second Amendments (Revolving Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE REVOLVING 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, AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: J P Morgan Chase Bank, NA Formerly Bank One, NA By: /s/ Paul Weybrecht --------------------------------- Name: Paul Weybrecht Title: Vice President Signature Page to the Second Amendments (Revolving Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE REVOLVING 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, AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: Fleet Capital Corporation By: /s/ Suzanne Cozine --------------------------------- Name: Suzanne Cozine Title: Vice President Signature Page to the Second Amendments (Revolving Loan Agreement) SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF DECEMBER ___, 2004, TO THE REVOLVING 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, AND THE OTHER AGENTS PARTIES THERETO. NAME OF INSTITUTION: ORIX FINANCIAL SERVICES, INC. By: /s/ Christopher L. Smith --------------------------------- Name: Christopher L. Smith Title: Authorized Representative Signature Page to the Second Amendments (Revolving Loan Agreement)