**Exhibit 10.13(h)**

**EXECUTION COPY**

**SEVENTH AMENDMENT**

**(Term Loan Agreement)**

**THIS SEVENTH AMENDMENT,** dated as ofFebruary 26, 2008 (this “Amendment”), to the Term Loan Agreement, dated as of July 31, 2003, as amended to the date hereof (as so amended, the “Term Loan Agreement”), each among Wheeling-PittsburghCorporation, a Delaware corporation (“Holdings”), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “Borrower”), the Lenders parties to the Term Loan Agreement, Royal Bank of Canada, asadministrative agent (in such capacity, the “Administrative Agent”), and the Emergency Steel Loan Guarantee Board (the “Federal Guarantor”). 

W I T N E S S E T H : 

WHEREAS, Holdings, the Borrower, the Lenders, theAdministrative Agent and the Federal Guarantor are parties to the Term Loan Agreement; 

WHEREAS, the Borrower has requested certainamendments and other modifications to the Term Loan Agreement as set forth herein; and 

WHEREAS, the Administrative Agent, certain of theLenders 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 Term Loan Agreement**. Effective as of the Seventh Amendment Effective Date, the Term Loan Agreement ishereby amended as follows: 

(a) Existing Definitions. 

(i) The definition of the term “Applicable Margin” set forth in Section 1.1 of the Term Loan Agreement is herebyamended: (A) to delete the rate set forth therein for Tranche B Loans which are ABR Loans and to insert the rate “0.45%” in lieu thereof; and (B) to delete the rate set forth therein for Tranche B Loans which are Eurodollar Loansand to insert the rate “1.00%” in lieu thereof; and 

(ii) the definition of the term “MaturityDate” set forth in Section 1.1 of the Term Loan Agreement is hereby amended to read in full as follows: 

“MaturityDate”: July 1, 2008. 

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

“Seventh Amendment”: the Seventh Amendment, dated as ofFebruary 26, 2008, to this Agreement among Holdings, the Borrower, the Lenders party thereto, the Administrative Agent and the Federal Guarantor. 

“Seventh Amendment Effective Date”: the date on which all of the conditions precedent set forth in Section 4 of the Seventh Amendment shall have been satisfied or waived. 

(c) Financial Condition Covenant. Section 6.1 of the Term Loan Agreement is hereby deleted and amended to read in full as follows: “6.1**[Reserved]**.” 

**Section 3.****Waivers**. Each of the Lenders and the Federal Guarantor hereby waives thefollowing requirements: 

(a) of Section 6.5 of the Term Loan Agreement, solely to permit the Borrower to Dispose of all of its interestin that certain Designated Asset identified in the Summary of Terms provided to the Administrative Agent under cover of Borrower’s letter dated February 7, 2008, for the cash consideration referred to in such Summary of Terms;provided, however, that all Net Cash Proceeds from such Asset Sale shall be applied by the Borrower to the prepayment of the Loans as provided in Section 2.6(b) of the Term Loan Agreement (and none of such Net Cash Proceeds shallbe reinvested as otherwise permitted by such Section 2.6(b)); and 

(b) of Sections 5.2(k) and 5.3(b) of the Term Loan Agreement forthe reports of Hatch Consulting in respect of the calendar months from July 2007 to and including January 2008; provided however, that the report of Hatch Consulting in respect of February 2008 shall be delivered to the Administrative Agentand the Financial Advisor by March 31, 2008, and shall include a summary report for the calendar months from July 2007 to and including January 2008 (it being understood that the report of Hatch Consulting in respect of any calendar monthending after February 2008 shall be delivered to the Administrative Agent and the Financial Advisor within 30 days of the end of such calendar month). 

**Section 4.****Conditions to Effectiveness**. The amendments in Section 2 and the waivers in Section 3 of this Amendment shall become effective (the “Seventh AmendmentEffective Date”) when the last of the following conditions shall have been satisfied (but only if all such conditions are satisfied on or prior to February 29, 2008): 

(a) the Administrative Agent shall have received counterparts hereof duly executed by Holdings, the Borrower, the Administrative Agent, each Lender andthe Federal Guarantor; 

(b) the Administrative Agent shall have received copies of (i) an effective amendment to the Revolving LoanAgreement extending the Commitment Termination Date referred to therein to a date not earlier than April 15, 2008, and (ii) an effective amendment to that certain Credit Agreement dated as of April 30, 2007, among Esmark Steel ServiceGroup, Inc. and its subsidiaries, as borrowers, the lenders party thereto, General Electric Capital Corporation, as successor administrative agent for such lenders, and the other agents and arrangers party thereto, extending the Maturity Datereferred to therein to a date not earlier than April 15, 2008; and 

 

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(c) to the extent invoiced, all administrative and other fees then payable to the Administrative Agentand 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 beenpaid 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 ofthe Term Loan Agreement). 

**Section 5.****Financial Advisor Expense**. Regardless of whether the conditions inSection 4 are satisfied, the Borrower hereby agrees to promptly execute and deliver an amendment to the engagement letter dated December 27, 2006, as amended, of Lazard Freres & Co. LLC reasonably satisfactory to LazardFreres & Co. LLC, the Administrative Agent and the Federal Guarantor, which amendment shall provide that the Borrower shall reimburse the fees and expenses of Lazard Freres & Co. LLC thereunder (a) for the period commencingMarch 1, 2008, if the condition set forth in Section 4(b) above is not satisfied on or prior to February 29, 2008, or (b) for the period commencing March 17, 2008, if the sale of the Designated Asset referred to inSection 3(a) above is not consummated as contemplated by such Section on or prior to March 17, 2008. 

**Section 6.****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 7.****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. 

**Section8.****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 9.****Governing Law**. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construedand interpreted in accordance with, the laws of the State of New York. 

[Signature Pages Follow.] 

 

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

 
WHEELING-PITTSBURGH CORPORATIONBy: 
/s/ Michael P. DiClemente
Name: Michael P. DiClementeTitle: Vice President and Treasurer
 
WHEELING-PITTSBURGH STEEL CORPORATIONBy: 
/s/ Michael P. DiClemente
Name: Michael P. DiClementeTitle: Vice President and Treasurer
 
ROYAL BANK OF CANADA, as Administrative AgentBy: 
/s/ Renuka Gnanaswaran
Name: Renuka GnanaswaranTitle: Manager, Agency
 
EMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal GuarantorBy: 
/s/ Marcella Villalta Scott
Name: Marcella Villalta ScottTitle: General Counsel

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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.
ROYAL BANK OF CANADABy: 
/s/ Dustin Craven
Name: Dustin CravenTitle: Attorney-in-Fact

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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 LIMITEDBy: 
/s/ John W. Wade
Name: John W. WadeTitle: Director

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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 TSB BANK PLCBy: 
/s/ Michelle White
Name: Michelle WhiteTitle: Associate Director, W154By: 
/s/ Amy Vespasiano
Name: Amy VespasianoTitle: Managing Director, V024

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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/ Robert B. Bodett
Name: Robert B. BodettTitle: Authorized SignatoryBy: 
/s/ Jeffrey Cannon
Name: Jeffrey CannonTitle: Authorized Signatory

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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. SurlessTitle: Vice PresidentBy: 
/s/ Lenroy Hackett
Name: Lenroy HackettTitle: First Vice President

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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 ASSOCIATIONBy: 
/s/ Jeffrey A. Kessler
Name: Jeffrey A. KesslerTitle: Vice President

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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 BranchBy: 
/s/ Nikolar Von Mengden
Name: Nikolar Von MengdenTitle: Senior Vice PresidentBy: 
/s/ Michael Hintz
Name: Michael HintzTitle: Vice President

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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.
KBC BANK N.V.By: 
/s/ William Cavanaugh
Name: 
William Cavanaugh
Title: Vice PresidentBy: 
/s/ Thomas G. Jackson
Name: Thomas G. JacksonTitle: First Vice President

SIGNATURE PAGE TO THE SEVENTH AMENDMENT, DATED AS OF FEBRUARY 26, 2008 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONGWHEELING-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.
BANC OF AMERICA LEASING & CAPITAL, LLCBy: 
/s/ Edmund Kaitu
Name: Edmund KaituTitle: Vice President

**ACKNOWLEDGMENT AND CONSENT**

Reference is made to the Credit Agreement described in the foregoing Amendment (the “Credit Agreement”; terms defined in the CreditAgreement being used in this Acknowledgment and Consent (this “Acknowledgment and Consent”) with the meanings given to such terms in the Credit Agreement). Each of the undersigned Participants to the Credit Agreement, as amended,supplemented or otherwise modified from time to time, hereby (a) consents to the foregoing Amendment and the transactions contemplated thereby and (b) acknowledges and agrees that the rights and obligations contained in the CreditAgreement are, and shall remain in full force and effect after giving effect to the foregoing Amendment and all prior modifications to the Credit Agreement. 

This Acknowledgment and Consent shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

 
DANIELI CORPORATIONBy: /s/ Scott ClarkeName: Scott ClarkeTitle: ControllerSTATE OF OHIOBy: /s/ Candace M. JonesName: Candace M. JonesTitle: Chief Legal Counsel and Ethics Officer