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Exhibit
10.4
EXECUTION
COPY
NINTH AMENDMENT TO AMENDED
AND RESTATED
REVOLVING LOAN
AGREEMENT
This Ninth Amendment to
Amended and Restated Revolving Loan Agreement (this
“Amendment”) is entered into as of April 18, 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, 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) 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) May 31, 2008 and (ii) the date that is 30 days
prior to the “Maturity Date” set forth in the Term Loan
Agreement, subject, in each case, to the Extension Option;
provided , that if the Extension Option is declined pursuant
to its terms on or prior to April 21, 2008, clause (a)(i)
above shall be deemed to be April 30, 2008,”
(b) Annex A to the Loan
Agreement is hereby amended by deleting the text “or as
refinanced with the consent of the Required Lenders” at the
conclusion of the definition of “Term Loan Agreement”
therein and substituting therefore the following text “or as
refinanced in a principal amount no greater than the then
outstanding principal amount of the existing Term Loan Agreement,
and otherwise on terms and conditions reasonably satisfactory to
Administrative Agent”.
(c) Annex A to the Loan
Agreement is hereby amended by amending and restating the
definition of “Extension Option” in its entirety to
read as follows:
“ Extension
Option ” means the option of the Borrower to modify
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 (or the date that is 31 days prior to the
“Maturity Date” set forth in the Term Loan Agreement
if, on or prior to May 31, 2008, such “Maturity
Date” has not been changed from July 1, 2008). 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 exercise the Extension Option;
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; provided , further , that any
modification of the Commitment Termination Date resulting from the
extension of the “Maturity Date” set forth in the Term
Loan Agreement shall be effective immediately upon the completion
of a fully executed amendment to the Term Loan Agreement evidencing
such extension to such “Maturity Date”. Borrower hereby
agrees to (a) deliver to Administrative Agent at least 3 days
prior to the effectiveness of any such proposed amendment to the
Term Loan Agreement, notice and a description of such amendment and
(b) promptly (and in any event within one (1) Business
Day of the effectiveness of any such amendment) deliver to
Administrative Agent a fully executed copy thereof. The failure of
Borrower to comply with the preceding sentence within the time
frames set forth therein shall result in an immediate Event of
Default.
(d) Annex A to the Loan
Agreement is hereby amended by inserting the following definitions
in alphabetical order therein:
“ Ninth
Amendment ” means that certain Ninth Amendment to Amended
and Restated Revolving Loan Agreement dated as of April 18,
2008 by and among Borrower, Holdings, Administrative Agent and the
Lenders.
“ Ninth Amendment
Effective Date ” has the meaning ascribed to it in the
Ninth Amendment.
2. 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.
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(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.
(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 enforceab
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