EX-10.24



 



Exhibit
10.24



EXECUTION COPY




FIFTH AMENDMENT

(Term Loan Agreement)




     THIS FIFTH AMENDMENT, dated as of March 15, 2007 (this “Amendment”), to the Term Loan
Agreement, dated as of July 31, 2003 (as amended, 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”), the Emergency Steel
Loan Guarantee Board (the “Federal Guarantor”) and the West Virginia Housing Development
Fund (the “State Guarantor”).



W I T N E S S E T H :




     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 certain amendments to the Term Loan Agreement as set forth
herein; and



     WHEREAS, the Administrative Agent, 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, in consideration of the premises and mutual covenants contained herein, the
parties hereto hereby agree as follows:



     Section 1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Term Loan Agreement.



     Section 2. Amendments to Definitions.



     (a) The definitions of the following terms set forth in Section 1.1 of the Term Loan Agreement
are hereby amended to read in full as follows:




“Consolidated Fixed Charges”: for any period, the sum (without duplication)
of (a) Consolidated Interest Expense for such period, (b) Consolidated Lease Expense
for such period, (c) scheduled payments made during such period on account of
principal of Indebtedness of Holdings or any of its Subsidiaries (including
scheduled principal payments in respect of the Loans other than prepayments of such
scheduled payments funded by the Principal Prepayment), (d) income taxes paid or
payable in cash with respect to such period, and (e) Restricted Payments made during
such period.




“Continuing Directors”: the directors of Holdings on the Fifth Amendment
Effective Date and, upon consummation of the Esmark Transaction, the directors of
Holdings after giving effect to the Esmark Transaction, and each other director, if,
in each case, such other director’s nomination for election to the board of



 









 






directors of Holdings is recommended by at least a majority of the then Continuing
Directors.




“Maturity Date”: August 1, 2010 or, in the event the Esmark Transaction is
consummated, the later of April 1, 2008 and the date of such consummation.




“Ratio and Compliance Certificate”: a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B, provided that
the Borrower shall be required to provide the information referred to in paragraph 4
thereof only to the extent and for the periods with respect to which the provisions
of Section 6.1 apply.



     (b) The following definitions are hereby inserted in Section 1.1 of the Term Loan Agreement in
the appropriate alphabetical order:




“Convertible Promissory Notes”: those certain Senior Subordinated Unsecured
Convertible Promissory Notes issued by Holdings in the aggregate principal amount of
$50,000,000 pursuant to, and in substantially the form attached to, that certain
Note Purchase Agreement dated as of March 15, 2007, between Holdings and each
investor a party thereto.




“Esmark”: Esmark Incorporated, a Delaware corporation.




“Esmark Merger Subsidiary”: Clayton Merger, Inc., a Delaware corporation
and a Wholly-Owned Subsidiary of New Holdings.




“Esmark Transaction”: collectively, the transactions contemplated by the
Esmark Transaction Agreement, including (without limitation) (a) the formation of
New Holdings and its Wholly-Owned Subsidiaries, Holdings Merger Subsidiary and
Esmark Merger Subsidiary, (b) the merger of Holdings Merger Subsidiary with and into
Holdings, (c) the merger of Esmark Merger Subsidiary with and into Esmark, and (d)
the issuance of common stock of New Holdings and the other merger consideration
provided in the Esmark Transaction Agreement to the holders of common stock of
Holdings and the holders of the common stock of Esmark and the Series A convertible
preferred stock of Esmark, such that after giving effect to such transactions,
Holdings and Esmark will be Wholly-Owned Subsidiaries of New Holdings.




“Esmark Transaction Agreement”: that certain Agreement and Plan of Merger
and Combination dated as of March 15, 2007, among New Holdings, Holdings, Holdings
Merger Subsidiary, Esmark and Esmark Merger Subsidiary.




“Excluded Equity Issuance”: if and so long as the Esmark Transaction has
not been consummated, the issuance and sale of Capital Stock of Holdings in a
private placement transaction; provided, however, that the Net Cash
Proceeds to Holdings from such transaction shall not exceed $75,000,000 in
aggregate; and provided, further, that such Net Cash Proceeds shall
be applied by Holdings to repay all then outstanding Convertible Promissory Notes
not later than 30 days



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following receipt of such Net Cash Proceeds, and the remainder of such Net Cash
Proceeds shall be contributed to the Borrower to be used for its general corporate
purposes.




“Fifth Amendment”: the Fifth Amendment, dated as of March 15, 2007, to this
Agreement among Holdings, the Borrower, the Lenders party thereto, the
Administrative Agent and the Federal Guarantor.




“Fifth Amendment Effective Date”: the date on which all of the conditions
precedent set forth in Section 18 of the Fifth Amendment shall have been satisfied
or waived.




“Financial Advisor”: Lazard Freres & Co. LLC or such other financial advisor
as the Administrative Agent and the Federal Guarantor may retain with the consent
(not to be unreasonably withheld) of the Borrower.




“Holdings Merger Subsidiary”: Wales Merger Corporation, a Delaware
corporation and a Wholly-Owned Subsidiary of New Holdings.




“New Holdings”: Clayton Acquisition Corporation, a Delaware corporation.



     (c) The definitions of “ECF Percentage” “Excess Cash Flow” and “Excess Cash Flow Application
Date” are hereby deleted from Section 1.1 of the Term Loan Agreement.



     Section 3. Prepayment of Principal. On the first Business Day following the date of
the issuance and sale by Holdings of the Convertible Promissory Notes (which shall not be later
than 20 days following the date hereof), Holdings will contribute, or advance on a subordinated
basis satisfactory to the Administrative Agent, to the Borrower all Net Cash Proceeds which are
received by Holdings from such issuance and sale, and from the proceeds of such contribution by
Holdings, the Borrower shall make an optional prepayment of the principal of the Loans in the
amount of $37,500,000 (the “Principal Prepayment”), representing the quarterly principal
installments due under Section 2.3 of the Term Loan Agreement beginning on June 30, 2007 and
continuing until and including September 30, 2008, to be applied ratably in respect of the
principal amount outstanding under each Facility, together with accrued and unpaid interest on the
Principal Prepayment amount. Each of the parties hereto hereby waives the requirement for an
inverse application of the Principal Prepayment, as provided in Section 2.12(a) of the Term Loan
Agreement or otherwise, and agrees that the Principal Prepayment shall be applied to the quarterly
installments described above. For the avoidance of doubt, the Borrower may use any remaining
proceeds of such contribution from Holdings after application of the Principal Prepayment for
general corporate purposes of the Borrower.



     Section 4. Credit Support for Interest Payments. Promptly following the date hereof,
the Borrower shall apply pursuant to the Revolving Loan Agreement to amend the existing standby
letter of credit (the “Existing Letter of Credit”) in the amount of $12,500,000, issued
under the Revolving Loan Agreement in favor of the Administrative Agent pursuant to the Fourth
Amendment and Waiver, so that the Existing Letter of Credit, as so amended, provides that the
Administrative Agent may draw under the Amended Letter of Credit to pay any interest on the Loans
which remains unpaid as of 2:00 P.M. New York City time on any Interest



3









 







Payment Date (as so amended, the “Amended Letter of Credit”). The Amended Letter of
Credit shall be issued to the Administrative Agent in the initial face amount of $11,000,000, and
the outstanding face amount of the Amended Letter of Credit shall automatically and permanently
reduce on each date on which the Borrower shall have made a timely payment of accrued interest on
the Loans on or before 2:00 P.M. New York City time on the applicable Interest Payment Date, each
such reduction to be in the amount of the interest so paid. The Borrower shall cause the Amended
Letter of Credit to be issued to the Administrative Agent pursuant to the Revolving Loan Agreement
not later than seven Business Days following the date hereof. The Amended Letter of Credit shall
be in form and substance and reasonably satisfactory to the Administrative Agent. In the event
that the Principal Prepayment (plus accrued interest) is not made on or before the twenty-first
(21st) day from the date hereof, Borrower shall immediately cause the Existing Letter of
Credit to be reinstated. For the avoidance of doubt, nothing contained herein shall in any way
effect the Borrower’s obligation to maintain the Interest Reserve Letter of Credit in full force
and effect.



     Section 5. Authorization to Amend Letter of Credit. The Administrative Agent is
hereby authorized to consent to the amendment of the Existing Letter of Credit as provided in
Section 4 above, and after the Fifth Amendment Effective Date the Borrower shall have no
further obligation to maintain, renew, replace or reinstate the Existing Letter of Credit pursuant
to the Fourth Amendment and Waiver.



     Section 6. Mandatory Prepayments. Section 2.6 of the Term Loan Agreement is hereby
amended by:




(a) Amending paragraph (a) thereof in its entirety to read as follows:




        (a) If any Group Member shall incur any Indebtedness (excluding any
Indebtedness incurred in accordance with Section 6.2), an amount equal to 100% of
the Net Cash Proceeds thereof shall be applied on the date of such incurrence to the
prepayment of the Loans as set forth in Section 2.6(f). If any Group Member shall
issue any Capital Stock (other than in connection with the Esmark Transaction or in
an Excluded Equity Issuance), an amount equal to 50% of the Net Cash Proceeds
thereof shall be applied on the date of such issuance to the prepayment of the Loans
as set forth in Section 2.6(f).




(b) Deleting paragraph (d) thereof and substituting in lieu thereof:




        (d) [Intentionally Reserved];



In addition, the clause “except from Excess Cash Flow not required to be applied to prepay the
Loans in accordance with Section 2.6(d) and” is hereby deleted from Section 6.9(b)(ii) of the Term
Loan Agreement.



     Section 7. Excess Cash Flow Calculation. Section 5.1(e) of the Term Loan Agreement is
hereby deleted.



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     Section 8. Certificates. Section 5.2 of the Term Loan Agreement is hereby amended by
amending paragraph (h) in its entirety to read as follows and adding a new paragraph (k) to read in
its entirety as follows:




        (h) to the Administrative Agent, concurrently with the delivery of the same,
copies of each Borrower Base Certificate (as defined in the Revolving Loan
Agreement) sent to any agent or lender under the Revolving Loan Agreement.




        (k) to the Administrative Agent and the Financial Advisor, until the
consummation of the Esmark Transaction, all operating, financial and
transaction-related presentations to the Board of Directors and the Independent
Committee (including monthly reports to the Board of Directors), reports of Hatch
Consulting, rolling three-week daily cash forecasts, and reasonable updates from
management regarding the progress towards the consummation of the Esmark Transaction
and the performance of the Electric Arc Furnace.



     In addition, each of the Administrative Agent, the Federal Guarantor, the State Guarantor and
the Lenders acknowledge that Holdings and Borrower have delivered to it the Projections for the
2007 fiscal year, accompanied by a certificate of a Responsible Officer, in compliance with Section
5.2(c) of the Term Loan Agreement.



     Section 9. Required Deposits. Section 5.15 of the Term Loan Agreement is hereby
deleted and the following is substituted in lieu thereof:




        Section 5.15. [Intentionally Reserved]



     Section 10. Financial Condition Covenants. Section 6.1 of the Term Loan Agreement is
hereby amended in its entirety to read as follows:




        6.1 Financial Condition Covenant. Permit the Consolidated Fixed Charge
Coverage Ratio for any period of four consecutive fiscal quarters of Holdings ending
with any fiscal quarter set forth below to be less than the ratio set forth below
opposite such fiscal quarter:



	 	 	 
	 	 	Consolidated Fixed Charge
	Fiscal Quarter	 	Coverage Ratio
	March 31, 2008 through September 30, 2008
	 	1.1 to 1.0
	December 31, 2008 through September 30, 2009
	 	1.2 to 1.0
	December 31, 2009 through June 30, 2010
	 	1.3 to 1.0







For the avoidance of doubt, in no event shall an Event of Default occur or be deemed
to occur based upon a failure to maintain any of the Consolidated Fixed Charge
Coverage Ratios set out above prior to the first day following the end of the period
of four consecutive fiscal quarters of Holdings to which such Consolidated Fixed
Charge Coverage Ratio applies (e.g., prior to April 1, 2008 with respect to the four
consecutive fiscal quarters ending March 31, 2008).



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     Section 11. Indebtedness. Section 6.2 of the Term Loan Agreement is hereby amended to
restate paragraph (k) and add new paragraphs (l) and (m) as follows:




        (k) the Indebtedness represented by the Convertible Promissory Notes;




        (l) intercompany Indebtedness of the Borrower to Holdings related to any
advances by Holdings to the Borrower of the proceeds of Holdings’ Convertible
Promissory Notes; and




        (m) additional Indebtedness of the Borrower or any of its Subsidiaries in an
aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed
$25,000,000 at any one time outstanding.



     Section 12. Restricted Payments. Section 6.6 to the Term Loan Agreement is hereby amended (i)
deleting the word “and” immediately following clause (c) therein, (ii) deleting the period
immediately following clause (d) therein and substituting therefor the text “; and” and (iii)
inserting a new clause (e) immediately following clause (d) therein to read as follows:




        (e) the Borrower may make Restricted Payments to Holdings to make interest
payments permitted by Section 6.9(e).



     Section 13. Capital Expenditures. Schedule 6.7 to the Term Loan Agreement is hereby
amended by substituting “$70,000,000” for “$52,000,000” and for “$41,000,000” as the Permitted
Capital Expenditure Amounts for the fiscal years 2007 and 2008, respectively.



     Section 14. Coke Plant Joint Venture.



     (a) Section 6.8(j) of the Term Loan Agreement is hereby amended by substituting “$30,000,000”
for “$20,000,000” in the second line thereof and by substituting “$10,000,000” for “$75,000,000” in
the twelfth line thereof.



     (b) Section 6.19 of the Term Loan Agreement is hereby amended by substituting “$60,000,000”
for “$35,000,000” in the fourth line thereof.



     Section 15. Additional Investments. Section 6.8(k) of the Term Loan Agreement is
hereby amended in its entirety to read as follows:




        (k) in addition to Investments otherwise expressly permitted by this Section
and subject to Section 6.8(j) above, Investments by the Borrower or any of its
Subsidiaries in an aggregate amount (valued at cost) not to exceed (i) $10,000,000
in any fiscal year or (ii) $60,000,000 in the aggregate during the term of this
Agreement; provided, that immediately after giving effect to any such
Investment (including any Indebtedness incurred or assumed in connection therewith),
(A) the Borrower shall be in pro forma compliance with the covenants set forth in
Section 6.1 as of the end of the most recently completed period of four fiscal
quarters for which financial statements have been delivered pursuant to Section 5.1
as if such Investment had been made (and such Indebtedness incurred)



6









 






at the beginning of such period and (B) in the case of an Investment in an
amount equal to or greater than $10,000,000, either (I) the business operations to
be acquired shall have had positive EBITDA (calculated in the same manner set froth
in the definition of “Consolidated EBITDA”) for the period of 12 months immediately
prior to the consummation of such Investment or (II) after giving effect to the
Investment (and any Indebtedness incurred therewith) and any cost savings to be
achieved or other adjustments to Consolidated EBITDA to be made in connection
therewith (in each case which are approved by an independent third party reasonably
satisfactory to the Administrative Agent), the pro forma Consolidated EBITDA of
Holdings as of the end of the most recently completed period of four fiscal quarters
for which financial statements have been delivered pursuant to Section 5.1 shall be
greater than or equal to the actual Consolidated EBITDA of Holdings as reported to
the Administrative Agent and Lenders in accordance with Section 5.2(b).



     Section 16. Change in Control of Board of Directors. Clause (ii) of Section 7.1(l)
of the Term Loan Agreement is hereby amended in its entirety to read as follows:




        (ii) the board of directors of Holdings shall cease to consist of a majority
of Continuing Directors;



     Section 17. Esmark Merger.



     (a) The following is hereby inserted as paragraph (c) to Section 6.4 of the Term Loan
Agreement, and existing paragraph (c) of Section 6.4 is relettered as paragraph (d):




        (c) The Esmark Transaction may be consummated, it being understood that the
Esmark Transaction also shall not be deemed to violate any of the other covenants of
Section 5 and Section 6 or constitute an Event of Default under Section7.1(l)(ii) of
this Agreement;



     (b) If the Esmark Transaction is consummated, Holdings shall cause New Holdings to execute and
deliver to the Administrative Agent not later than 10 days following the consummation of the Esmark
Transaction (i) an unconditional and irrevocable guarantee of the Obligations in substantially the
form of Exhibit A-1 and (ii) a security agreement, in form and substance reasonably
satisfactory to the Administrative Agent, providing a first priority perfected pledge of New
Holding’s ownership interest in each of Holdings and Esmark as collateral security for its
obligations under the guarantee referred to in clause (i) above.



     Section 18. Maturity of Convertible Promissory Notes. Section 6.9 of the Term Loan
Agreement is amended by:



     (a) deleting the word “or” at the end of clause (c) of such Section; and



     (b) adding a new clause (e) immediately after clause (d) of such Section as follows:



7









 






; or (e) directly or indirectly purchase, redeem, defease, prepay, or repay
at maturity any principal of, or pay any interest on, the Convertible
Promissory Notes, in each case, with cash (other than with the Net Cash
Proceeds of an Excluded Equity Issuance), without the prior written approval
of the Required Lenders; provided, that if no Default or Event of
Default shall then exist and be continuing, Holdings may make cash payments
on account of accrued and unpaid interest on the Convertible Promissory
Notes.



     Section 19. Events of Default. Section 7.1 of the Term Loan Agreement is amended by
adding new paragraphs (q) and (r) to read in their entirety as follows:




        (q) The Amended Letter of Credit referred to in Section 4 of the Fifth
Amendment shall not have been issued to the Administrative Agent in accordance with
the provisions of Section 4 of the Fifth Amendment on or prior to April 5, 2007; or




        (r) The Principal Prepayment referred to in Section 3 of the Fifth Amendment
(together with accrued interest thereon) shall not have been paid in accordance with
the provisions of Section 3 of the Fifth Amendment on or prior to April 5, 2007;



     Section 20. Conditions to Effectiveness. This Amendment shall become effective on the
date (the “Fifth Amendment Effective Date”) when the last of the following conditions shall
have been satisfied:



     (a) The Administrative Agent shall have received counterparts hereof duly executed by
Holdings, the Borrower, the Administrative Agent, the Required Lenders and the Federal Guarantor;



     (b) The Administrative Agent shall have received such other agreements, documents or
instruments as the Administrative Agent may reasonably request;



     (c) To the extent invoiced, all out-of-pocket expenses of the Administrative Agent incurred in
connection with this Amendment, including reasonable fees, charges and disbursements of respective
counsel for the Administrative Agent and the Federal Guarantor, shall have been paid or reimbursed
(it being understood that, to the extent not invoiced by the time all of the other conditions have
been satisfied, such fees and expenses shall nonetheless be payable when invoiced pursuant to the
provisions of Section 9.5 of the Term Loan Agreement);



     (d) Holdings and Borrower shall have executed and delivered an amendment to the engagement
letter dated December 27, 2006 of Lazard Freres & Co. LLC in form and substance reasonably
satisfactory to Lazard Freres & Co. LLC, the Administrative Agent and the Federal Guarantor;



     (e) The Esmark Transaction Agreement shall have been executed and delivered by, and become a
legal, valid and binding obligation of, the parties thereto; and



8









 





     (f) A legal opinion from counsel to the Borrower in form and substance reasonably satisfactory
to the Administrative Agent to the effect that the Fifth Amendment and the Term Loan Agreement as
amended thereby (i) constitute the legal, valid and binding obligations of the Group Members party
thereto and (ii) do not contravene or conflict with any other material agreements, instruments or
contractual obligations to which any Group Member is a party or by which it is bound.



     Section 21. No Default. 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.



     Section 22. 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.



     Section 23. 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.



     Section 24. 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.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	 	WHEELING-PITTSBURGH CORPORATION


	 

	 	By:
	 	/s/ Michael P. DiClemente
	 

	 	 	 	 
	 

	 	 	 	Name: Michael P. DiClemente

Title: Vice President and Treasurer


	 	 	WHEELING-PITTSBURGH STEEL CORPORATION


	 

	 	By:
	 	/s/ Michael P. DiClemente
	 

	 	 	 	 
	 

	 	 	 	Name: Michael P. DiClemente

Title: Vice President and Treasurer


	 	 	ROYAL BANK OF CANADA, as Administrative Agent


	 

	 	By:
	 	/s/ Gail Watkin
	 

	 	 	 	 
	 

	 	 	 	Name: Gail Watkin
	 

	 	 	 	Title: Manager, Agency


	 	 	EMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal Guarantor


	 

	 	By:	 	/s/ Marquerite S. Owen
	 

	 	 	 	 
	 

	 	 	 	Name: Marquerite S. Owen
	 

	 	 	 	Title: General Counsel






10









 






	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED:


	 

	 	By:
	 	/s/ Richard M. Chinloy
	 

	 	 	 	 
	 

	 	 	 	Name: Richard M. Chinloy
	 

	 	 	 	Title: Director






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	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	LLOYDS JSB BANK PLC:


	 

	 	By:
	 	/s/ Michelle White
	 

	 	 	 	 
	 

	 	 	 	Name: Michelle White

Title: Assistant Vice President
	 

	 	 	 	Structured Finance

W 154


	 

	 	By:
	 	/s/ Daniela Chun
	 

	 	 	 	 
	 

	 	 	 	Name: Daniela Chun

Title: Assistant Vice President
	 

	 	 	 	Structured Finance USA
	 

	 	 	 	C-031






12









 






	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	JPMORGAN CHASE BANK, NA, as a Lender:


	 

	 	By:
	 	/s/ Michael F. McCullough
	 

	 	 	 	 
	 

	 	 	 	Name: Michael F. McCullough

Title: Senior Vice President






13









 






	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	ALLSTATE LIFE INSURANCE COMPANY


	 

	 	By:
	 	/s/ Signature Illegible
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Signature Illegible
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






14









 






	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	BANK HAPOALIM B.M.:


	 

	 	By:
	 	/s/ James P. Surless
	 

	 	 	 	 
	 

	 	 	 	Name: James P. Surless

Title: Vice President


	 

	 	By:
	 	/s/ Charles McLaughlin
	 

	 	 	 	 
	 

	 	 	 	Name: Charles McLaughlin

Title: Senior Vice President






15









 






	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	US BANK NATIONAL ASSOCIATION:


	 

	 	By:
	 	/s/ Jeffrey A. Kessler
	 

	 	 	 	 
	 

	 	 	 	Name: Jeffrey A. Kessler

Title: Vice President


	 

	 	By:
	 	/s/ Daniela Chun
	 

	 	 	 	 
	 

	 	 	 	Name: Daniela Chun

Title: Assistant Vice President
	 

	 	 	 	Structured Finance USA
	 

	 	 	 	C-031






16









 






	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER,
DATED AS OF MARCH 15, 2007 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, THE EMERGENCY STEEL LOAN
GUARANTEE BOARD, THE WEST VIRGINIA HOUSING
DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES
THERETO.


	 	 	BAYERISCHE LANDESBANK, New York Branck


	 

	 	By:
	 	/s/ Nikolai von Mengden
	 

	 	 	 	 
	 

	 	 	 	Name: Nikolai von Mengden

Title: Senior Vice President


	 

	 	By:
	 	/s/ George J. Schnepf
	 

	 	 	 	 
	 

	 	 	 	Name: George J. Schnepf

Title: Vice President







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