AMENDMENT NO. 3
TO
MANAGEMENT AGREEMENT
AMENDMENT NO. 3 dated as of April 1, 1996 to the Management
Agreement dated as of January 3, 1991, as amended by Amendment No. 1 dated as of
January 1, 1993 and as further amended by Amendment No. 2 dated as of April 11,
1994 (as amended, the "Management Agreement") by and between WPN Corp. ("WPN"),
a New York corporation having an office at 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxx 00000 and WHX Corporation (the "Company"), a Delaware corporation having
an office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, pursuant to its
assumption of the Management Agreement from Wheeling-Pittsburgh Corporation
("WPC") under the terms of the Contribution and Assumption Agreement dated as of
July 26, 1994 between WPC and the Company.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into a Management
Agreement pursuant to which WPN is furnishing certain management, advisory and
consulting services to the Company; and
WHEREAS, in light of the financial performance of the Company
and Wheeling-Pittsburgh Steel Corporation, a wholly owned subsidiary of the
Company, and the efforts of WPN in assisting the Company to improve its capital
base and financial condition, the parties to the Management Agreement wish to
extend the term and renewal period of the Management Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. The first sentence of Section 2 of the Management Agreement
is amended to read as follows:
"This Agreement shall continue effective as of April
1, 1996 for a two (2) year term and shall
automatically renew for successive two (2) year
periods unless and until terminated by either party,
on any anniversary date, upon not less than sixty
(60) days prior written notice to the other."
2. Except as modified above, the terms and conditions of the
Management Agreement are hereby confirmed and shall remain in full force and
effect.
3. This Amendment No. 3 shall be effective retroactive to
April 1, 1996.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment No. 3 as of the date first above written.
WPN CORP.
By: /s/ Xxxxxx XxXxx
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Xxxxxx XxXxx, President
WHX CORPORATION
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
Vice President - Special Counsel
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