AMENDED AND RESTATED EMPLOYMENT AGREEMENT July 17, 2007Employment Agreement • August 9th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
This Agreement, effective as of the above date (the “Effective Date”), is by and between Michael P. DiClemente, currently residing at 326 Cobblestone Circle, McKees Rocks, Pennsylvania 15136 (the “Executive”), and WHEELING-PITTSBURGH STEEL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of WHEELING-PITTSBURGH CORPORATION, a corporation also organized under the laws of the State of Delaware (the “Parent”). Upon the Effective Date, the Employment Agreement, dated as of September 1, 2006 (the “Prior Agreement”), between the Company and the Executive shall terminate and be of no further force or effect (with the exception of the indemnification and other provisions that are specifically provided in such agreement to survive termination).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 9th, 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 8th day of May, 2007, by and between Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “Company”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Parent”), Clayton Acquisition Corporation, a Delaware corporation (“New Esmark”) and each of the investors set forth on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • August 9th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Third Amendment to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of May 9, 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.
Wheeling-Pittsburgh Steel Corporation FORM OF SENIOR UNSECURED EXCHANGEABLE PROMISSORY NOTE May 8, 2007Wheeling Pittsburgh Corp /De/ • August 9th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Note is one of $23.0 million in aggregate principal amount of Senior Unsecured Convertible Promissory Notes (each a “Note” and collectively the “Notes”) issued pursuant to the Note Purchase Agreement of even date herewith among the Borrower and the original purchasers of the Notes (the “Purchase Agreement”), and is subject to the provisions set forth therein. Certain capitalized terms used herein are defined in Section 14 below.
