EMPLOYMENT AGREEMENT December 19, 2006Employment Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by and between DAVID A. LUPTAK, currently residing at 14 Blackburn Road, Sewickley, PA 15143, and WHEELING-PITTSBURGH CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”).
Registration Rights Agreement By and Among Wheeling-Pittsburgh Corporation And the Investors set forth on the Signature Page hereto March __, 2007Registration Rights Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of March ___, 2007 (the “Agreement”), is entered into by and among WHEELING-PITTSBURGH CORPORATION, a Delaware corporation (the “Company”), and each of the investors set forth on the signature pages hereto (an “Investor” and collectively, the “Investors”).
UNITED STATES TRUST COMPANY, N.A. 600 114th Street, N.W. Washington, DC 20005Stock Transfer Restriction and Voting Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens)
Reference is made to the Stock Transfer Restriction and Voting Agreement, dated as of August 1, 2003 (the “STA”), by and among the Wheeling-Pittsburgh Corporation (the “Company”), United States Trust Company, N.A. (“UST”), as independent fiduciary for the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan and associated VEBA Trust (the “VEBA”) and Wesbanco Bank, Inc. as trustee of the VEBA.
ContractConvertible Note Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.
FIFTH AMENDMENT (Term Loan Agreement)Term Loan Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Note Purchase Agreement (this “Agreement”) is entered into as of the 15th day of March, 2007, by and between Wheeling-Pittsburgh Corporation, a Delaware corporation (the “Company”) and each of the investors set forth on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”).
SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • March 20th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Second Amendment and Consent to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of March 16, 2007 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.
