DATED AS OF MAY 1, 2006
WCI STEEL ACQUISITION, INC., A DELAWARE CORPORATION
THE LENDERS AND ISSUERS PARTY HERETO
CITICORP USA, INC.
AS ADMINISTRATIVE AGENT
* * *
CITIGROUP GLOBAL MARKETS INC.
AS BOOK MANAGER AND ARRANGER
* * *
JPMORGAN CHASE BANK, N.A.
AS SYNDICATION AGENT
* * *
WELLS FARGO FOOTHILL, LLC
AS DOCUMENTATION AGENT
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
CREDIT AGREEMENT, dated as of May 1, 2006, among WCI STEEL
ACQUISITION, INC., a Delaware corporation (the "Borrower"), the Lenders (as
defined below), the Issuers (as defined below), CITICORP USA, INC. ("Citicorp"),
as agent for the Lenders and the Issuers (in such capacity, 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
WHEREAS, the Borrower has requested that the Lenders and Issuers make
available for the purposes specified in this Agreement a revolving credit and
letter of credit facility; and
WHEREAS, the Lenders and Issuers are willing to make available to the
Borrower such revolving credit and letter of credit facility upon the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto hereby agree as follows:
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
SECTION 1.1 DEFINED TERMS
As used in this Agreement, the following terms have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):
"Account" has the meaning given to such term in the UCC.
"Account Debtor" has the meaning given to such term in the UCC.
"Acquisition" means the acquisition of all or substantially all of the
assets of Old WCI and its Subsidiaries.
"Adjusted Available Credit" shall mean, as of any date, the sum of (a)
all Unrestricted Cash as of such date plus (b) the amount of the Available
Credit as of such date.
"Administrative Agent" has the meaning specified in the preamble to
"Affected Lender" has the meaning specified in Section 2.17(a)
(Substitution of Lenders).
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling or that is controlled by or is under common
control with such Person, each
WCI STEEL, INC., A DELAWARE CORPORATION
officer, director, general partner or joint-venturer of such Person, and each
Person that is the beneficial owner of 10% or more of any class of Voting Stock
of such Person. For the purposes of this definition, "control" means the
possession of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.
"Agent Affiliate" has the meaning specified in Section 10.3 (Posting
of Approved Electronic Communications).
"Agreement" means this Credit Agreement.
"Applicable Lending Office" means, with respect to each Revolving
Credit Lender, its Domestic Lending Office in the case of a Base Rate Loan, and
its Eurodollar Lending Office in the case of a Eurodollar Rate Loan.
"Applicable Margin" means (a) during the period commencing on the
Closing Date and ending on the CBA Effective Date, with respect to (i) Revolving
Loans and Swing Loans maintained as Base Rate Loans, a rate equal to 1.75% per
annum and (ii) Revolving Loans maintained as Eurodollar Rate Loans, a rate equal
to 2.75% per annum and (b) thereafter, as of any date of determination, a per
annum rate equal to the rate set forth below opposite the applicable type of
Loan and the then applicable Monthly Available Credit (determined as of the last
day of the each calendar month) set forth below:
EURODOLLAR BASE RATE
MONTHLY AVAILABLE CREDIT RATE LOANS LOANS
------------------------ ---------- ---------
Equal to or greater than $105,000,000 1.50% 0.50%
Less than $105,000,000 and equal to
or greater than $65,000,000 1.75% 0.75%
Less than $65,000,000 and equal to or
greater than $25,000,000 2.00% 1.00%
Less than $25,000,000 2.25% 1.25%
Changes in the Applicable Margin resulting from a change in the Monthly
Available Credit on the last day of any calendar month shall become effective as
to all Revolving Loans and Swing Loans on the first day of the next succeeding