Wheeling Pittsburgh Corp /De/ Sample Contracts
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCEIndenture • March 5th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
9 1/4% Series A Senior Notes due 2007 of WHEELING-PITTSBURGH CORPORATIONPurchase Agreement • January 8th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens)
ANDIndenture • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Common Stock ($0.01 Par Value) FORM OFUnderwriting Agreement • September 3rd, 2004 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AmongCredit Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
andRegistration Rights Agreement • March 5th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
ARTICLE IPooling and Servicing Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
March 31, 1997 300,000,000 June 30, 1997 290,000,000"Credit Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
PREAMBLERegistration Rights Agreement • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
Exhibit 10.5 AMENDED AND RESTATED SUPPLY AGREEMENT AMENDED AND RESTATED SUPPLY AGREEMENT dated as of the 29th day of March, 1993, between WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware corporation ("W-P"), 1134 Market Street, Wheeling, West...Supply Agreement • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens)
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of the 7th day of February, 1997, by and between WHEELING-PITTSBURGH STEEL CORPORATION ("WPSC"), a Delaware corporation with a principal place of business at 1134 Market Street, Wheeling, West...Employment Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
EXHIBIT 10.20 FOURTH AMENDMENT AND WAIVER (TERM LOAN AGREEMENT) FOURTH AMENDMENT AND WAIVER, dated as of March 10, 2006 (this "Amendment"), to the Term Loan Agreement, dated as of July 31, 2003 (as amended, supplemented or otherwise modified from time...Term Loan Agreement • March 14th, 2006 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
FIRST AMENDMENTRevolving Loan Agreement • August 3rd, 2004 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
BETWEENShareholder Agreements • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
AMENDMENT NO. 5 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
PREAMBLERegistration Rights Agreement • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
EXHIBIT 10.3 DISTRIBUTION AGREEMENT THIS AGREEMENT (referred to herein as "THIS AGREEMENT"), dated as of January 1, 2003, between OHIO COATINGS COMPANY, a corporation existing under the laws of Ohio (referred to herein as "OCC") and NIPPON STEEL...Distribution Agreement • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
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).
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”).
SECOND AMENDMENT (REVOLVING LOAN AGREEMENT)Revolving Loan Agreement • March 14th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXECUTION COPY WHEELING-PITTSBURGH STEEL CORPORATION POST-BANKRUPTCY RETENTION AGREEMENT This Agreement is entered into effective as of the effective date of, and contingent upon the effectiveness of, the Plan of Reorganization of Wheeling-Pittsburgh...Post-Bankruptcy Retention Agreement • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
Exhibit 10.12(g) WHEELING-PITTSBURGH STEEL CORPORATION AMENDED AND RESTATED RETENTION AGREEMENT This Agreement, effective as of February 15, 2006, is an amendment and restatement of, and replaces in its entirety, the Post-Bankruptcy Retention...Retention Agreement • March 14th, 2006 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
AMENDMENT NO. 2 TO THE KEEPWELL AGREEMENT Dated as of November 28, 1997 AMENDMENT NO. 2 TO THE KEEPWELL AGREEMENT (this "AMENDMENT") is entered into by WHEELING-PITTSBURGH STEEL COMPANY, a Delaware corporation (the "BORROWER"), the banks, financial...Keepwell Agreement • March 24th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXHIBIT 10.13(g) WHEELING-PITTSBURGH STEEL CORPORATION AMENDED AND RESTATED RETENTION AGREEMENT This Agreement, effective as of February 16, 2005, is an amendment and restatement of, and replaces in its entirety, the Post-Bankruptcy Retention...Retention Agreement • March 14th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
EXHIBIT 10.13(f) WHEELING-PITTSBURGH STEEL CORPORATION AMENDED AND RESTATED RETENTION AGREEMENT This Agreement, effective as of February 16, 2005, is an amendment and restatement of, and replaces in its entirety, the Post-Bankruptcy Retention...Retention Agreement • March 14th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
RIGHTS AGREEMENT WHEELING-PITTSBURGH CORPORATION AND EQUISERVE TRUST COMPANY, N.A. AS RIGHTS AGENT DATED AS OF FEBRUARY 14, 2005Rights Agreement • February 18th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
RIGHTS AGREEMENT, dated as of February 14, 2005 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between Wheeling-Pittsburgh Corporation, a Delaware corporation (the “Company”), and Equiserve Trust Company, N.A., as rights agent (the “Rights Agent”).
EXHIBIT 10.12 MODIFICATION AND ASSUMPTION AGREEMENT This MODIFICATION AND ASSUMPTION AGREEMENT, dated as of June 12, 2003 (this "MODIFICATION AGREEMENT"), is by and between Wheeling-Pittsburgh Steel Corporation, a Delaware corporation ("Purchaser"),...Modification and Assumption Agreement • August 8th, 2003 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens)
AGREEMENTExecutive Employment Agreement • March 14th, 2006 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
SECOND AMENDMENT (TERM LOAN AGREEMENT)Term Loan Agreement • March 14th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 12, 1990 between NISSHIN STEEL CO., LTD., a Japanese corporation ("NSK"), and WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware...Shareholder Agreements • March 5th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • New York
RECITALS:Close Corporation and Shareholders' Agreement • March 5th, 1998 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
AGREEMENTExecutive Employment Agreement • March 14th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
COKE SUPPLY AGREEMENT Dated as of September 29, 2005 between WHEELING- PITTSBURGH STEEL CORPORATION and MOUNTAIN STATE CARBON, LLCCoke Supply Agreement • October 5th, 2005 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This is a Coke Supply Agreement dated and effective as of September 29, 2005, by and between SNA CARBON, LLC, a Delaware limited liability company (“SCL”), and MOUNTAIN STATE CARBON, LLC, a Delaware limited liability company (the “Company”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND COMBINATIONAgreement and Plan of Merger and Combination • October 26th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens)
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND COMBINATION (this “Amendment”), is made as of October 22, 2007 to that certain Agreement and Plan of Merger and Combination dated as of March 16, 2007 (the “Agreement”) by and among Clayton Acquisition Corporation (“NewCo”), Wheeling-Pittsburgh Corporation (“WPC”), Wales Merger Corporation (“WPC Merger Sub”), Esmark Incorporated (“Esmark”), and Clayton Merger, Inc. (“Esmark Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.