STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of November 27, 2007, by and among Franklin Mutual Advisers, LLC, (“FMA”), as agent for those certain funds listed on the signature page hereto (the “Standby Purchasers”), and Clayton Acquisition Corporation, a Delaware corporation (“NewCo”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 27, 2007, by and among ESMARK INCORPORATED, a Delaware corporation (herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North American”), PREMIER RESOURCE GROUP LLC, an Illinois limited liability company (“Premier”), and INDEPEN
SIXTH AMENDMENT (Term Loan Agreement)Term Loan Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS SIXTH AMENDMENT, dated as of November 27, 2007 (this “Amendment”), to the Term Loan Agreement, dated as of July 31, 2003, as amended to the date hereof (as so amended, the “Term Loan Agreement”), each among Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “Borrower”), certain of the Lenders parties to the Term Loan Agreement, Royal Bank of Canada, as administrative agent (in such capacity, the “Administrative Agent”), and the Emergency Steel Loan Guarantee Board (the “Federal Guarantor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 27, 2007 (the “Agreement”), is entered into by and among CLAYTON ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (“FMA”), as agent for those certain funds listed on the signature page hereto (the “Investors”).
FIFTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Fifth Amendment and Consent to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of November 27, 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.
