exv10w15



 





Exhibit 10.15




Execution Copy




AMENDMENT AND WAIVER NO. 1 TO THE CREDIT AGREEMENT




          This Amendment and waiver No. 1 (this “Amendment”), dated as of September 19, 2007,
among wci steel, inc. (formerly known as wci steel acquisition, inc), a Delaware
corporation (“Borrower”), the Lenders party hereto and Citicorp USA, Inc., as
administrative agent and collateral agent (in such capacities, the “Administrative Agent”), amends
certain provisions of the Credit Agreement, dated as of May 1, 2006 (as amended,
supplemented or otherwise modified from time to time, including previous amendments hereto, the
“Credit Agreement”), among the Borrower, the financial institutions from time to time
party thereto as lenders (the “Lenders”), the financial institutions from time to time party
thereto as issuing banks (the “Issuers”), the Administrative Agent, JPMorgan Chase Bank, N.A., as
syndication agent for the Lenders and Issuers and Wells Fargo Foothill, LLC, as documentation agent
for the Lenders and the Issuers.




W I T N E S S E T H:




          WHEREAS, the Borrower has requested and the Requisite Lenders and the Administrative Agent
have agreed to temporarily suspend the Borrower’s obligations to maintain certain Fixed Charge
Coverage Ratios as more fully described in Section 5.1 (Minimum Fixed Charge Coverage Ratio); and




          WHEREAS, the Borrower has requested, and the Requisite Lenders and the Administrative Agent
have agreed to certain amendments to and waivers of the Credit Agreement as set forth below.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions
hereinafter contained, the parties hereto hereby agree as follows:




            1. Defined Terms. Capitalized terms used herein and not defined herein but defined
in the Credit Agreement are used herein as defined in the Credit Agreement.




            2. Amendments. Upon the occurrence of the First Amendment Effective Date (as defined
in Section 4), the Credit Agreement is hereby amended as follows:




          (a) Section 1.1 of the Credit Agreement is hereby amended by inserting among the existing
defined terms therein in alphabetical order the following defined terms:





          “Amendment No. 1 to the Credit Agreement” means that certain Amendment and Waiver
No. 1 to the Credit Agreement, dated as of September 19, 2007, entered into among the
Borrower, the Administrative Agent and the Lenders party thereto.




          “Project” means the purchase and installation and all ancillary actions in support
thereof by the Borrower of a new walking slab beam reheat furnace at its facility
located at 1040 Pine Avenue S.E., Warren, Ohio 44483-6258.




          “Project Debt Documents” means each document and instrument, evidencing or entered
into in connection with or to guarantee the payment of certain loans, made by the Ohio
Department of Development to the Borrower in connection with the Project.




          “Revised Commitment Letter” means that certain letter entered into by the Ohio
Department of Development and the Borrower in connection with the Project, dated as of
July 10, 2007 (attached hereto as Annex A).



 









 





               “Suspension Period” means the date that begins on September 19, 2007 through April
30, 2008.



          (b) Section 5.2 (Adjusted Available Credit) is hereby deleted in its entirety and replaced
with the following:




          Section 5.2 Adjusted Available Credit





           The Borrower shall maintain on each day during the term of this Agreement Adjusted
Available Credit of not less than $25,000,000, prior to the CBA Effective Date, and
$15,000,000 thereafter, except during the Suspension Period during which period Adjusted
Available Credit shall not be less than $20,000,000.



          (c) Section 8.1 (Indebtedness,) of the Credit Agreement is hereby amended by (x) deleting the
word “and” appearing at the end of clause (n), (y) deleting the “.” appearing at the end clause (o)
and inserting “; and” in lieu thereof and (z) inserting a new clause (p) after clause (o) which
shall read as follows:





          (p) Unsecured Indebtedness arising under the Project Debt Documents, provided,
however, that (x) the aggregate outstanding principal amount of all such unsecured
Indebtedness shall not exceed $5,000,000 at any time and (y) such unsecured Indebtedness
are substantially on terms and conditions set forth in the Revised Commitment Letter.



          3. Waiver. The Administrative Agent and the Requisite Lenders waive, solely during
the Suspension Period, the Borrower’s obligations to comply with Section 5.1 (Minimum Fixed Charge
Coverage Ratio).




          4. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall
become effective on the date (the “First Amendment Effective Date”) when the following conditions
precedent have been satisfied:




          (a) Certain Documents. The Administrative Agent shall have received on or before the
First Amendment Effective Date, all of the following, each of which shall be in form and substance
satisfactory to the Administrative Agent:




                    (i) this Amendment, executed by the Borrower, the Administrative Agent and all Lenders
constituting the Requisite Lenders; and




          (ii) such additional documentation as the Administrative Agent may
reasonably require.



          (b) Representations and Warranties. Each of the representations and warranties made
by the Borrower or the Guarantors in or pursuant to the Credit Agreement, as amended hereby, and
the other Loan Documents to which any of the Borrower or the Guarantors is a party or by which the
Borrower or the Guarantors are bound, shall be true and correct in all material respects on and as
of the First Amendment Effective Date (other than representations and warranties in any such Loan
Document which expressly speak as of a specific date, which shall have been true and correct in all
material respects as of such specific date).




2









 








          (c) No Event of Default. No Default or Event of Default shall have occurred and be
continuing on the First Amendment Effective Date.




          (d) Fees and Expenses Paid. The Borrower shall have paid to the Administrative Agent
(i) the amendment fee referred to in Section 8 and all costs and expenses referred to in Section 9
and (ii) in accordance with Section 11.3 of the Credit Agreement, all outstanding costs and
expenses of the Administrative Agent, including the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent incurred prior to or otherwise in connection with this
Amendment.




          5. Representations and Warranties. On and as of the date hereof, and as of the First
Amendment Effective Date, after giving effect to this Amendment, the Borrower and each Guarantor
represent and warrant as follows:




          (a) Each of the representations and warranties contained in Article IV of the Credit
Agreement, the other Loan Documents or in any certificate, document or financial or other
statement furnished at any time under or in connection therewith are true and correct in all
material respects on and as of the date as if made on and as of such date, except to the extent
that such representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects as of such
specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed
to include this Amendment; and




          (b) No Default or Event of Default has occurred and is continuing.




          6. Continuing Effect; No other Amendments. Except as expressly amended hereby or
waived herein, all of the terms and provisions of the Credit Agreement and the other Loan
Documents are, and shall remain, in full force and effect. The amendments and consents contained
herein shall not constitute an amendment or a waiver of any other provision of the Credit
Agreement or the other Loan Documents or for any purpose except as expressly set forth herein.




          7. Loan Documents. This Amendment is deemed to be a “Loan Document” for the purposes
of the Credit Agreement.




          8. Amendment Fees. As consideration for the execution of this Amendment, the
Borrower agrees to pay on the First Amendment Effective Date to the Administrative Agent, for the
account of each Lender signatory to this Amendment, an amendment fee equal to 0.15% of such
Lender’s Revolving Credit Commitment then in effect.




          9. Costs and Expenses. The Borrower agrees to pay on demand all reasonable and
documented out-of-pocket costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and other instruments and documents to be
delivered pursuant hereto, including the reasonable and documented fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto.




          10. Project Documents.




          The Borrower shall, within 3 Business Days after the receipt of any fully executed Project
Debt Document (or such later date as shall be acceptable to the Administrative Agent in its
reasonable discretion), deliver such Project Debt Document to the Administrative Agent.




3









 








          11. Governing Law; Counterparts; Miscellaneous.




          (a) This Amendment shall be governed by, and construed and interpreted in accordance with, the
law of the State of New York.




          (b) This Amendment may be executed in any number of counterparts and by the different
parties on separate counterparts, each of which counterparts when executed and delivered shall
be an original, but all of which shall together constitute one and the same instrument.




          (c) Section captions used in this Amendment are for convenience only and shall not affect the
construction of this Amendment.




          (d) From and after the First Amendment Effective Date, all references in the Credit Agreement
to the “Agreement” shall be deemed to be references to such Agreement as modified hereby and this
Amendment and the Credit Agreement shall be read together and construed as a single instrument.




[signature pages follow]




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          IN WITNESS WHEREOF, the undersigned parties have executed this Amendment and Waiver No. 1 to
the Credit Agreement to be effective for all purposes as of the First Amendment Effective Date.




	 	 	 	 	 	 	 
	 	 	Borrower	 	 
	 
	 	 	 	 	 	 
	 	 	WCI Steel, Inc.,

     as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cynthia Bezik
 

Name: Cynthia Bezik
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 	 	Citicorp USA, Inc.

as Administrative Agent, Swing Loan Lender and Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Jaffe
 

Name: David Jaffe
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Lenders	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence P. Garni
 

Name: Lawrence P. Garni
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC.

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Evelyn Kusold
 

Name: Evelyn Kusold
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matthew A. Brewer
 

Name: Matthew A. Brewer
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	LASALLE BUSINESS CREDIT, LLC

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Monirah Masud
 

Name: Monirah Masud
	 	 
	 

	 	 	 	Title: First Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jennifer Fong
 

Name: Jennifer Fong
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






 









 






CONSENT OF GUARANTORS




Dated as of September 19, 2007           




          Each of the undersigned companies, as a Guarantor under the Guaranty dated May 1, 2006 (the
“Guaranty”), in favor of the Secured Parties under the Credit Agreement referred to in the
foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, except that, on and
after the effectiveness of such Amendment, each reference in the Guaranty to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the
Credit Agreement, as amended by such Amendment.




[Signature pages follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have consented to this Amendment, as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	WCI STEEL METALLURGICAL SERVICES, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cynthia Bezik
 

Name: Cynthia Bezik
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WCI STEEL PRODUCTION CONTROL SERVICES, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cynthia Bezik
 

Name: Cynthia Bezik
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	YOUNGSTOWN SINTER COMPANY,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cynthia Bezik
 

Name: Cynthia Bezik
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WCI STEEL SALES, L.P.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cynthia Bezik
 

Name: Cynthia Bezik
	 	 
	 

	 	 	 	Title: Vice President	 	 







[CONSENT TO AMENDMENT AND WAIVER NO. 1 TO THE CREDIT AGREEMENT]