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EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

Revolving Credit Agreement

EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED 

REVOLVING LOAN AGREEMENT | Document Parties: ESMARK INC | Wheeling-Pittsburgh Corporation | Wheeling-Pittsburgh Steel Corporation | WP STEEL VENTURE CORPORATION You are currently viewing:
This Revolving Credit Agreement involves

ESMARK INC | Wheeling-Pittsburgh Corporation | Wheeling-Pittsburgh Steel Corporation | WP STEEL VENTURE CORPORATION

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Title: EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
Date: 5/20/2008

EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED 

REVOLVING LOAN AGREEMENT, Parties: esmark inc , wheeling-pittsburgh corporation , wheeling-pittsburgh steel corporation , wp steel venture corporation
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Exhibit 10.12(i)

EXECUTION COPY

EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED

REVOLVING LOAN AGREEMENT

This Eighth Amendment and Consent to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of February 29, 2008 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.

RECITALS

WHEREAS, Borrower, Holdings, Administrative Agent, Lenders and certain other parties thereto have entered into an Amended and Restated Revolving Loan Agreement dated as of July 8, 2005 (as heretofore or hereafter amended, modified, supplemented or restated, the “Loan Agreement”);

WHEREAS, Borrower desires, and the Lenders and Administrative Agent are willing, to amend the Loan Agreement and consent to the Designated Asset Sale (as hereinafter defined), upon and subject to the conditions set forth in this Amendment; and

WHEREAS, this Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Amendments to the Loan Agreement .

(a) Section 1.5 of the Loan Agreement is hereby amended by deleting the following text located at the conclusion of clause (a) thereof:

“Notwithstanding anything to the contrary in this Section 1.5(a) , effective as of the Seventh Amendment Effective Date, the Applicable Margins shall be as follows (without adjustment based on any of the foregoing grids):

 

Applicable Index Margin

   1.25 %

Applicable LIBOR Margin

   2.50 %

Applicable L/C Margin

   2.50 %

Applicable Unused Line Fee Margin

   0.50 %”

and substituting therefor the following text:

 


“Notwithstanding anything to the contrary in this Section 1.5(a) , effective as of the Eighth Amendment Effective Date, the Applicable Margins shall be as follows (without adjustment based on any of the foregoing grids):

 

Applicable Index Margin

   1.50 %

Applicable LIBOR Margin

   2.75 %

Applicable L/C Margin

   2.75 %

Applicable Unused Line Fee Margin

   0.50 %”

(b) Section 1.18 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“1.18 [Reserved]”

(c) Annex A to the Loan Agreement is hereby amended by deleting clause (a) of the definition of “Commitment Termination Date” therein in its entirety and substituting therefor the following:

“(a) the earlier of (i) April 30, 2008 and (ii) the date that is 60 days prior to the “Maturity Date” set forth in the Term Loan Agreement, subject, in each case, to extension pursuant to the Extension Option,”

(d) Annex A to the Loan Agreement is hereby amended by inserting the following definitions in alphabetical order therein:

Eighth Amendment ” means that certain Eighth Amendment to Amended and Restated Revolving Loan Agreement dated as of February 29, 2008 by and among Borrower, Holdings, Administrative Agent and the Lenders.

Eighth Amendment Effective Date ” has the meaning ascribed to it in the Eighth Amendment.

Extension Option ” means the one time option of the Borrower to extend clause (a) of the Commitment Termination Date to the earlier of (i) September 30, 2008 and (ii) the date that is 60 days prior to the “Maturity Date” set forth in the Term Loan Agreement. The Extension Option shall be subject to the delivery by Borrower of written notice to Administrative Agent and the Lenders indicating Borrower’s intention to so extend the Commitment Termination Date; provided , that to the extent that Administrative Agent and the Lenders have not received written notice from Borrower declining the Extension Option on or prior to April 21, 2008, Borrower shall be deemed to have exercised the Extension Option as of such date.

 

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(e) Annex G to the Loan Agreement is hereby amended as follows:

(i) by deleting the text “November 1, 2008” in the initial proviso therein and substituting therefore the text “September 30, 2008”; and

(ii) by deleting clause (a)(ii) therein and the provisos thereto and substituting therefor the following:

“(ii) each of the Credit Parties shall not permit the Borrowing Availability to be less than $70,000,000; provided , that solely for purposes of the calculation of the Borrowing Availability in this clause (ii), during this period (A) the Maximum Amount shall be $285,000,000 and (B) the Inventory Cap shall be excluded from the calculation of the Borrowing Base.”

(f) Annex J to the Loan Agreement is hereby deleted in its entirety and replaced with Annex J attached hereto.

2. Consent . Notwithstanding Section 6.5 of the Loan Agreement, Administrative Agent and Lenders hereby consent to the Designated Asset Sale, so long as Administrative Agent shall have received on the closing date of the Designated Asset Sale a fully-executed copy of the purchase agreement governing the Designated Asset Sale, which shall not have been amended from the form of such document delivered to Administrative Agent and Lenders on the Eighth Amendment Effective Date (as hereinafter defined) without the prior written consent of Administrative Agent.

3. Representations and Warranties of Borrower .

(a) The Recitals in this Amendment are true and correct in all respects.

(b) All representations and warranties of the Credit Parties in the Loan Agreement and in the other Loan Documents to which it is a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date.

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

(d) Borrower has the power, and has been duly authorized by all requisite action, to execute and deliver this Amendment and the other documents and agreements executed and delivered in connection herewith to which it is a party. This Amendment has been duly executed by Borrower and the other documents and agreements executed and delivered in connection herewith to which Borrower is a party have been duly executed and delivered by it.

 

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(e) This Amendment is the legal, valid and binding obligation of Borrower and the other documents and agreements executed or delivered in connection herewith to which any of the other Credit Parties is a party are the legal, valid and binding obligations of the other Credit Parties, in each case enforceable against each of the other Credit Parties in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally.

(f) The execution, delivery and performance of this Amendment and the other documents and agreements executed and delivered in connection herewith do not and will not (i) violate any law, rule, regulation or court order to which any of the Credit Parties is s


 
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