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Exhibit
10.12(h)
EXECUTION
COPY
WAIVER TO AMENDED AND
RESTATED
REVOLVING LOAN
AGREEMENT
This Waiver to Amended and
Restated Revolving Loan Agreement (this “Waiver”) is
entered into as of February 15, 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 waive
certain post-amendment obligations pursuant to that certain Seventh
Amendment to Amended and Restated Revolving Loan Agreement dated as
of January 31, 2008 by and among Borrower, Holdings,
Administrative Agent and the Lenders (the “Seventh
Amendment”), upon and subject to the conditions set forth in
this Waiver; and
WHEREAS, this Waiver shall
constitute a Loan Document and these Recitals shall be construed as
part of this Waiver.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, the parties hereto hereby agree as
follows:
1. Waiver .
Administrative Agent and Lenders hereby expressly waive the
post-amendment obligations of Borrower required pursuant to
Section 5 of the Seventh Amendment. Such waiver is only
applicable and shall only be effective in the specific instances
and for the specific purposes for which made or given.
2. Representations and
Warranties of Borrower .
(a) The Recitals in this
Waiver 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 Waiver, 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 Waiver and the other documents and agreements
executed and delivered in connection herewith to which it is a
party. This Waiver 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 Waiver 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 Waiver 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 subject; (ii) conflict
with or result in a breach of the certificate of formation or
incorporation, bylaws, limited liability company agreement or other
organizational documents of any of the Credit Parties or any other
agreement or instrument to which it is party or by which the
properties of any of the Credit Parties is bound; or
(iii) result in the creation or imposition of any Lien on any
property of any of the Credit Parties, whether now owned or
hereafter acquired.
(g) No consent or
authorization of, filing with or other act by or in respect of any
Governmental Waiver or any other Person is required in connection
with the execution, delivery or performance by each of the Credit
Parties, or the validity or enforceability, of this Waiver or the
other documents or agreements executed or delivered in connection
herewith to which any of the Credit Parties is a party, or the
consummation of the transactions contemplated hereby or thereby, or
the continuing operations of any of the Credit Parties following
the consummation of such transactions, except as otherwise
expressly contemplated by this Waiver.
3. Conditions Precedent to
Effectiveness . This Waiver shall be effective on the date (the
“Waiver Date”) when each of the following conditions
shall have been satisfied in the sole discretion of Administrative
Agent:
(i) Each of the Credit
Parties and the Requisite Lenders shall have delivered to
Administrative Agent executed counterparts of this
Waiver;
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(ii) Delivery to
Administrative Agent, for the benefit of each Lender that executes
this Waiver on or prior to the Waiver Date, a fee in an amount
equal to 0.05% multiplied by each such Lender’s Revolving
Loan Commitment; and
(iii) Delivery to
Administrat
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