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 to time, the "Term Loan
Agreement"), among Wheeling-Pittsburgh Corporation, a Delaware corporation
("Holdings"), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the
"Borrower"), the Lenders party to the Term Loan Agreement, the Documentation
Agent and Syndication Agent named therein, Royal Bank of Canada, as
administrative agent (in such capacity, the "Administrative Agent"), the
Emergency Steel Loan Guarantee Board (the "Federal Guarantor") and the West
Virginia Housing Development Fund (the "State Guarantor").
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Lenders, the Administrative
Agent, the Federal Guarantor and the State Guarantor are parties to the Term
Loan Agreement;
WHEREAS, the Borrower has requested that the Lenders and the Federal
Guarantor agree to make certain amendments relating to the Term Loan Agreement
as set forth herein;
WHEREAS, in consideration of the making of such amendments, the
Borrower will obtain a letter of credit issued in favor of the Administrative
Agent for the benefit of the Lenders under the Term Loan Agreement in the amount
of $12,500,000 as set forth herein; and
WHEREAS, the Lenders and the Federal Guarantor are willing to agree to
such amendments, in each case subject to the terms and conditions set forth
herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Terms defined in the Term Loan Agreement and used herein
shall have the meanings given to them in the Term Loan Agreement.
2. Prepayment. The Borrower hereby agrees to make an optional prepayment of
the Loans in the amount of $6,250,000, representing the principal due on
September 30, 2006, on the date on which the principal installment of the Loans
with respect to the June 30, 2006 payment is due.
3. Waiver of Inverse Application of Prepayments. Each of the Lenders and
the Federal Guarantor hereby waives the requirement for an inverse application
of optional prepayments in Section 2.12(a) with respect to the prepayment
contemplated by Section 2 of this Amendment, and hereby agrees that such
prepayment shall be applied to prepay the Loans pro
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rata among the Tranche A Loans, the Tranche B Loans and the Tranche C Loans and,
within each tranche, with respect to the principal amount due on or about
September 30, 2006.
4. Amendment to Section 1.1. Section 1.1 of the Term Loan Agreement is
hereby amended by:
(a) amending and restating in their respective entireties the
following definitions:
"Borrowing Availability": as defined under the Revolving Loan
Agreement on the date hereof (as such definition and the terms used therein
may be amended or otherwise modified from time to time, except that if any
such amendment or other modification is not satisfactory to the Required
Lenders, such definition, for purposes of this Agreement, shall be subject
to such adjustments as the Administrative Agent may reasonably require in
order for the calculation of the Borrowing Availability to be as consistent
as practicable with the calculation thereof prior to such amendment or
other modification); provided that after the Commitment Termination Date
(subject to the satisfaction of the Required Lenders with the relevant
defined terms and, in the absence of such satisfaction, subject to such
adjustments as the Administrative Agent may reasonably require in order for
the following calculation to be as consistent as practicable with the
calculation of Borrowing Availability under the Revolving Loan Agreement
prior to the Commitment Termination Date (with such adjustments thereto as
may have been made as provided above)), "Borrowing Availability" shall
mean, with respect to the revolving credit facility which replaces or
refinances the Revolving Loan Agreement, an amount equal to the excess of
(a) the lesser of (i) the total revolving commitment then in effect
thereunder and (ii) the borrowing base, if any, then in effect, in each
case after giving effect to reserves taken by the applicable agent under
such replacement facility, over (b) an amount equal to the sum of (i) the
aggregate principal amount of all revolving loans then outstanding
thereunder, (ii) the aggregate then undrawn and unexpired amount of any
letters of credit then outstanding thereunder, (iii) the aggregate amount
of drawings under letters of credit thereunder that have not then been
reimbursed by the Borrower and (iv) the aggregate principal amount of any
swing line loans then outstanding thereunder.
"Consolidated Fixed Charge Coverage Ratio": as defined under the
Revolving Loan Agreement on the date hereof (as such definition and the
terms used therein may be amended or otherwise modified from time to time,
or may be replaced in connection with any refinancing, extension or renewal
of the Revolving Loan Agreement, except that if any such amendment, other
modification or any such replacement is not satisfactory to the Required
Lenders, such definition, for purposes of this Agreement, shall be subject
to such adjustments as the Administrative Agent may reasonably require in
order for the calculation of the Consolidated Fixed Charge Coverage Ratio
to be as consistent as practicable with the calculation thereof prior to
such amendment or other modification or such replacement); provided that on
September 30, 2007 this amended definition shall cease to apply, and
Consolidated Fixed Charge Coverage Ratio shall be as defined in the
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Third Amendment to the Term Loan Agreement, dated as of September 29, 2005.
"Excess Cash Flow": for any fiscal quarter of the Borrower, the
excess, if any, of (a) the sum, without duplication, of (i) Consolidated
Net Income for such fiscal quarter, (ii) the amount of all non-cash charges
(including depreciation and amortization and items (d) through (j) in the
definition of Consolidated EBITDA) deducted in arriving at such
Consolidated Net Income, (iii) cash decreases in Consolidated Operating
Working Capital, (iv) to the extent not included in (ii) above, the cash
impact of increases in post-petition employee benefits or post-petition
"Other Liabilities" (as reflected in the non-current section of Holdings'
balance sheet) and (v) the aggregate amount of payments received during
such fiscal quarter on account of the principal of loans, and the returned
capital in Investments, made as contemplated by Sections 6.8(i) and (j)
over (b) the sum, without duplication, of (i) the amount of all non-cash
credits included in arriving at such Consolidated Net Income, (ii) cash
increases in Consolidated Operating Working Capital, (iii) the aggregate
amount actually paid or committed to be paid (such committed amounts to be
excluded from the computation of Excess Cash Flow in future quarters) by
the Borrower and its Subsidiaries in cash during such fiscal quarter on
account of Capital Expenditures (excluding expenditures to the extent (x)
funded by drawings on the Cash Collateral Account or the Capital
Expenditure Deposit Account (y) financed with the proceeds of any
Reinvestment Deferred Amount or (z) reimbursed by the Coke Plant Joint
Venture), (iv) reductions in Funded Debt, it being understood that the
prepayment of the Loans required by Section 2 of the Fourth Amendment and
Waiver shall be deemed to have been made as of the date of the principal
installment with respect to the third quarter of 2006 was originally due,
(v) the cash impact of decreases in post-petition employee benefits or
post-petition "Other Liabilities" (as reflected in the non-current section
of Holdings' balance sheet), (vi) the aggregate net amount of non-cash gain
on the Disposition of property by the Borrower and its Subsidiaries during
such fiscal quarter (other than sales of inventory in the ordinary course
of business), to the extent included in arriving at such Consolidated Net
Income and (vii) the aggregate amount of loans and investments made during
such fiscal quarter as contemplated by Sections 6.8(i) and (j).
"Required Stated Amount": $7,500,000, provided that the Administrative
Agent is by this proviso instructed, from time to time after the Fourth
Amendment Effective Date, (a) to consent to an amendment to the Interest
Reserve Letter of Credit (including any replacement Interest Reserve Letter
of Credit) that provides for the Required Stated Amount (as it is reflected
in the Interest Reserve Letter of Credit) to be promptly conformed to the
relevant percentage of the then outstanding Tranche A Loans and Tranche B
Loans as set forth below opposite the then most recent date set forth
below, upon the issuer thereof receiving a notice from the Administrative
Agent, to the effect that (i) all interest required to be paid on the Loans
on or prior to the date of such notice has been paid and (ii) the Borrower
has made all deposits required to be made on or prior to such date pursuant
to Section 5.15, and (b) to provide the notice as contemplated in clause
(a) above, upon a request by the Borrower to do so, so long as the
statements in such notice are then true and correct.
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REFERENCE DATE PERCENTAGE
-------------- ----------
Current 3.29%
3/31/2006 3.32%
6/30/2006 3.36%
9/30/2006 3.40%
12/31/2006 3.43%
3/31/2007 3.47%
6/30/2007 3.50%
9/30/2007 3.54%
12/31/2007 3.58%
3/31/2008 3.61%
6/30/2008 3.65%
9/30/2008 3.69%
12/31/2008 3.72%
3/31/2009 3.76%
6/30/2009 3.79%
9/30/2009 3.83%
12/31/2009 3.87%
3/31/2010 3.90%
6/30/2010 3.94%
9/30/2010 3.98%
12/31/2010 and thereafter 4.01%
(b) inserting the following new definitions in the appropriate
alphabetical order:
"Fourth Amendment and Waiver": the Amendment, dated as of March [__],
2006, to this Agreement among Holdings, the Borrower, the Lenders party
thereto, the Administrative Agent and the Federal Guarantor.
"Fourth Amendment Effective Date": the date on which the conditions
precedent set forth in Section 8 of the Fourth Amendment and Waiver shall
have been satisfied or waived.
5. Amendment to Section 5.2. Section 5.2 of the Term Loan Agreement is
hereby amended by:
(a) restating paragraph (c) thereof to read in its entirety as
follows:
(c) to the Administrative Agent and each Lender, as soon as
available, but not later than the start of each fiscal year of
Holdings, an annual operating plan for Holdings and its Subsidiaries,
approved by the board of directors of Holdings, for the following
fiscal year, which (i) includes a statement of all of the material
assumptions on which such plan is based, (ii) includes quarterly
balance
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sheets and a quarterly budget for the following year and (iii)
integrates sales, gross profits, operating expenses, operating profit,
cash flow projections and Borrowing Availability projections, all
prepared on the same basis and in similar detail as that on which
operating results are reported (and in the case of cash flow
projections, representing management's good faith estimates of future
financial performance based on historical performance), and including
plans for personnel (which shall be limited to disclosure of the head
count of Holdings and its Subsidiaries for such period), Capital
Expenditures and facilities (collectively, the "Projections"), which
Projections shall in each case be accompanied by a certificate of a
Responsible Officer stating that such Projections are based on
reasonable estimates, information and assumptions and that as of such
date such Responsible Officer has no reason to believe that such
Projections are incorrect or misleading in any material respect.
(b) restating paragraph (h) thereof to read in its entirety as
follows:
(h) to the Administrative Agent, (i) concurrently with the
delivery of the same, copies of each Borrowing Base Certificate (as
defined in the Revolving Loan Agreement) sent to any agent or lender
under the Revolving Loan Agreement, and (ii) within 30 days after the
end of each fiscal month until and including September 30, 2007, a
certificate of a Responsible Officer of Holdings to the effect that
Holdings expects the Borrower to have Borrowing Availability at all
times in the three months following such fiscal month of at least
$50,000,000 (or, if Holdings does not expect the Borrower to have such
Borrowing Availability, describing the Borrowing Availability it does
expect the Borrower to have for such period).
6. Amendment to Section 6.1. Section 6.1 of the Term Loan Agreement is
hereby amended by:
(a) restating paragraph (a) thereof to read in its entirety as
follows:
(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal
quarters of Holdings ending with any fiscal quarter set forth below to
exceed the ratio set forth below opposite such fiscal quarter:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
March 31, 2005 and June 30, 2005 4.00 to 1.0
September 30, 2005 and December 31, 2005 3.50 to 1.0
September 30, 2007 and thereafter 3.50 to 1.0
To the extent that the Borrower is not in compliance with the
Consolidated Leverage Ratio as of December 31, 2005, the Lenders and
Federal Guarantor shall, without further action by any party, be
deemed to have irrevocably waived
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compliance with this ratio with respect to the December 31, 2005
testing date.
(b) restating paragraph (b) thereof to read in its entirety as
follows:
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal
quarters of Holdings ended on or after March 31, 2005 to and including
December 31, 2005 and ending on and after September 30, 2007 to be
less than 3.00 to 1.0. To the extent that the Borrower is not in
compliance with the Consolidated Interest Coverage Ratio as of
December 31, 2005, the Lenders and Federal Guarantor shall, without
further action by any party, be deemed to have irrevocably waived
compliance with this ratio with respect to the December 31, 2005
testing date.
(c) restating paragraph (c) thereof to read in its entirety as
follows:
(c) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four
consecutive fiscal quarters of Holdings ending with any fiscal quarter
set forth below to be less than the ratio set forth below opposite
such fiscal quarter:
Consolidated Fixed Charge
Fiscal Quarter Coverage Ratio
-------------- -------------------------
March 31, 2005 through December 31, 2005 1.20 to 1.0
September 30, 2007 and thereafter 1.30 to 1.0
provided that if on any date after December 31, 2005 to and including
September 30, 2007, the Borrowing Availability shall be less than
$50,000,000, then the Consolidated Fixed Charge Coverage Ratio for the
period of the four fiscal quarters most recently completed shall be at
least 1.0 to 1.0. To the extent that the Borrower is not in compliance
with the Consolidated Fixed Charge Coverage Ratio as of December 31,
2005, the Lenders and Federal Guarantor shall, without further action
by any party, be deemed to have irrevocably waived compliance with
this ratio with respect to the December 31, 2005 testing date.
7. Amendment to Exhibit B. Exhibit B to the Term Loan Agreement is hereby
amended, effective for the fiscal quarter of Holdings ended December 31, 2005
and thereafter, or at the option of the Borrower, March 31, 2006 and thereafter,
in accordance with Section 6.1 to read in its entirety as set forth in Annex I
to the Fourth Amendment.
8. Conditions to Effectiveness. This Amendment shall become effective as of
and on the date (such date, the "Fourth Amendment Effective Date") on which the
Administrative Agent shall have received the following:
(a) counterparts hereof duly executed by Holdings, the Borrower, the
Administrative Agent, the Required Lenders and the Federal Guarantor;
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(b) such corporate resolutions, incumbency certificates and other
authorizations as the Administrative Agent may reasonably request;
(c) to the extent invoiced, payment or reimbursement of all
out-of-pocket expenses of the Administrative Agent incurred in connection
with this Amendment, including the reasonable fees, charges and
disbursements of respective counsel for the Administrative Agent and the
Federal Guarantor; and
(d) an irrevocable standby letter of credit issued under the Revolving
Loan Agreement (or successor revolving credit facility) in favor of the
Administrative Agent for the benefit of the Lenders in the amount of
$12,500,000, which letter of credit shall be substantially in the form of
Annex II to this Amendment and shall (i) be renewable on an annual basis,
(ii) be drawable at any time and from time to time, in whole or in part,
upon a notice of non-renewal or when an Event of Default shall be in
existence, by the Administrative Agent in its discretion or at the
direction of the Required Lenders or the Federal Guarantor in order to pay
amounts then owing by the Borrower under any of the Loan Documents, to make
an optional prepayment of the Loans or to fund a cash collateral account in
the name of the Administrative Agent and under its sole control to secure
the Obligations (and the Borrower hereby authorizes the Administrative
Agent to make each such drawing and to so use the proceeds thereof), and
(iii) be released upon demonstrated compliance with the financial covenants
in effect as permitted in this Amendment as of September 30, 2007.
9. Representations and Warranties; No Default. Each of Holdings and the
Borrower hereby confirms that after giving effect to this Amendment each of the
representations and warranties set forth in the Loan Documents is true and
correct. Each of Holdings and the Borrower represents and warrants that, after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.
10. No Change. Except as expressly provided herein, no term or provision of
the Term Loan Agreement shall be amended, modified, supplemented or waived, and
each term and provision of the Term Loan Agreement shall remain in full force
and effect.
11. Counterparts. This Amendment may be executed by the parties hereto in
any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument
12. Governing Law. This Amendment and the rights and obligations of the
parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
WHEELING-PITTSBURGH CORPORATION
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
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Title: Vice President
---------------------------------
WHEELING-PITTSBURGH STEEL CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxxxx
------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
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Title: Treasurer
---------------------------------
ROYAL BANK OF CANADA, as Administrative
Agent
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
----------------------------------
Title: Manager, Agency
---------------------------------
EMERGENCY STEEL LOAN GUARANTEE BOARD,
as Federal Guarantor
By: /s/ Xxxxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxxxx X. Xxxx
----------------------------------
Title: General Counsel
---------------------------------
Annexes have been omitted and will be furnished upon request.
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ALLIED IRISH BANKS PLC
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By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
----------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ALLSTATE LIFE INSURANCE COMPANY
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By: /s/ XXXXXXX XXXXXX
------------------------------------
Name: XXXXXXX XXXXXX
----------------------------------
Title: SENIOR PORTFOLIO MANAGER
---------------------------------
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: XXXXX X. XXXXXXX
----------------------------------
Title: MANAGING DIRECTOR
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
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By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
----------------------------------
Title: Director
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BANK OF AMERICA LEASING CAPITAL LLC
(successor to Fleet Capital Corporation)
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By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
----------------------------------
Title: SVP
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BANK HAPOALIM B.M.
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By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BAYERISCHE LANDESBANK
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By: /s/ Xxxxxxx Xxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxx Xxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
By: /s/ Xxxxxx XxXxxxx
------------------------------------
Name: Xxxxxx XxXxxxx
----------------------------------
Title: First Vice President
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
X.X. XXXXXX XXXXX BANK, NA
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By: /s/ Xxxxxxx X. XxXxxxxxxx
------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LLOYDS TSB BANK PLC
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By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
----------------------------------
Title: Assistant Vice President,
Structured Finance
---------------------------------
By: /s/ Xxxx X'Xxxxxxx
------------------------------------
Name: Xxxx X'Xxxxxxx
----------------------------------
Title: Assistant Vice President,
Structured Finance
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ROYAL BANK OF CANADA
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By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------
Title: Attorney-in-fact
---------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT AND WAIVER, DATED AS OF MARCH 10,
2006 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG
WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE
LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS
ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST
VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
US BANK NATIONAL ASSOCIATION
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By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
