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EXECUTION COPY
 FIFTH AMENDMENT
(Term Loan Agreement)
 THIS FIFTH AMENDMENT, Amendment Term Loan Agreement Holdings Borrower Administrative Agent Federal Guarantor State Guarantor
 W I T N E S S E T H :
     Section 1. Defined Terms
 Section 2. Amendments to Definitions
  Consolidated Fixed Charges
 Continuing Directors




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Maturity Date
 Ratio and Compliance Certificate Exhibit B
  Convertible Promissory Notes
 Esmark
 Esmark Merger Subsidiary
 Esmark Transaction
 Esmark Transaction Agreement
 Excluded Equity Issuance provided however provided further
 2




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Fifth Amendment
 Fifth Amendment Effective Date
 Financial Advisor
 Holdings Merger Subsidiary
 New Holdings
  Section 3. Prepayment of Principal Principal Prepayment
 Section 4. Credit Support for Interest Payments Existing Letter of Credit
 3




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Amended Letter of Credit st
 Section 5. Authorization to Amend Letter of Credit Section 4
 Section 6. Mandatory Prepayments
      Section 7. Excess Cash Flow Calculation
 4




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Section 8. Certificates
    Section 9. Required Deposits
  Section 10. Financial Condition Covenants
 Financial Condition Covenant
 Consolidated Fixed ChargeFiscal Quarter
    
    Coverage RatioMarch 31, 2008 through September 30, 2008
    
    1.1 to 1.0December 31, 2008 through September 30, 2009
    
    1.2 to 1.0December 31, 2009 through June 30, 2010
    
    1.3 to 1.0
  5




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Section 11. Indebtedness
    Section 12.
  Section 13. Capital Expenditures
 Section 14. Coke Plant Joint Venture
   Section 15. Additional Investments
 provided
 6




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Section 16. Change in Control of Board of Directors
  Section 17. Esmark Merger
   Exhibit A-1
 Section 18. Maturity of Convertible Promissory Notes
   7




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provided
 Section 19. Events of Default
   Section 20. Conditions to Effectiveness Fifth Amendment Effective Date
      8




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Section 21. No Default
 Section 22. No Change
 Section 23. Counterparts
 Section 24. Governing Law
 9




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WHEELING-PITTSBURGH CORPORATIONBy:
    
    /s/ Michael P. DiClementeName: Michael P. DiClemente
Title: Vice President and TreasurerWHEELING-PITTSBURGH STEEL CORPORATIONBy:
    
    /s/ Michael P. DiClementeName: Michael P. DiClemente
Title: Vice President and TreasurerROYAL BANK OF CANADA, as Administrative AgentBy:
    
    /s/ Gail WatkinName: Gail WatkinTitle: Manager, AgencyEMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal GuarantorBy:
    
    /s/ Marquerite S. OwenName: Marquerite S. OwenTitle: General Counsel
 10




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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.AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED:By:
    
    /s/ Richard M. ChinloyName: Richard M. ChinloyTitle: Director
 11




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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 WhiteName: Michelle White
Title: Assistant Vice PresidentStructured Finance
W 154By:
    
    /s/ Daniela ChunName: Daniela Chun
Title: Assistant Vice PresidentStructured Finance USAC-031
 12




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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.JPMORGAN CHASE BANK, NA, as a Lender:By:
    
    /s/ Michael F. McCulloughName: Michael F. McCullough
Title: Senior Vice President
 13




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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.ALLSTATE LIFE INSURANCE COMPANYBy:
    
    /s/ Signature IllegibleName:Title:By:
    
    /s/ Signature IllegibleName:Title:
 14




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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.BANK HAPOALIM B.M.:By:
    
    /s/ James P. SurlessName: James P. Surless
Title: Vice PresidentBy:
    
    /s/ Charles McLaughlinName: Charles McLaughlin
Title: Senior Vice President
 15




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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.US BANK NATIONAL ASSOCIATION:By:
    
    /s/ Jeffrey A. KesslerName: Jeffrey A. Kessler
Title: Vice PresidentBy:
    
    /s/ Daniela ChunName: Daniela Chun
Title: Assistant Vice PresidentStructured Finance USAC-031
 16




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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.BAYERISCHE LANDESBANK, New York BranckBy:
    
    /s/ Nikolai von MengdenName: Nikolai von Mengden
Title: Senior Vice PresidentBy:
    
    /s/ George J. SchnepfName: George J. Schnepf
Title: Vice President
 17