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WAIVER TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

Waiver Agreement

WAIVER TO AMENDED AND RESTATED 

REVOLVING LOAN AGREEMENT You are currently viewing:
This Waiver Agreement involves

ESMARK INC | BANK OF AMERICA, N.A. | CIT GROUP/BUSINESS CREDIT, INC | JPMORGAN CHASE BANK, NA | UBS LOAN FINANCE LLC | WACHOVIA BANK, NATIONAL ASSOCIATION | Wheeling-Pittsburgh Corporation | Wheeling-Pittsburgh Steel Corporation

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Title: WAIVER TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
Date: 5/20/2008

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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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