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Exhibit 10.8
Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Paul J. Mooney, Executive Vice President &
Chief Financial Officer
Re: Convertible Promissory Note - Amendment
Ladies and Gentlemen:
Reference is hereby made to that certain Senior Subordinated Unsecured Convertible Promissory Note, dated March 16, 2007, made by Wheeling-Pittsburgh Corporation (the Borrower) payable to Bouchard 10S, LLC (the Holder) in the principal amount of US $2,000,000, (the Note). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Note.
In accordance with Section 15 of the Note and intending to be legally bound, the Holder and Borrower hereby agree to amend the Note as follows:
(1) The definition of Applicable Conversion Price is hereby amended and restated in its entirety to read as follows:
Applicable Conversion Price means $24.51 (subject to adjustment as provided in Section 5(d)(iii)).
(2) Notwithstanding anything to the contrary in the Note, the Holder and the Borrower hereby agree that the Holder shall have the right to opt out of any automatic conversion of the Note as set forth in Section 5(a) and 5(b)(ii) of the Note.
The Holder and the Borrower hereby acknowledge and agree that this letter agreement constitutes a valid amendment of the Note pursuant to Section 15 thereof. Except to the extent necessary to implement the changes set forth above, the Note shall remain unmodified and in full force and effect. This letter agreement shall constitute an allonge to the Note and shall be affixed thereto so as to become a part thereof.
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If you have any questions about the matters covered in this letter, please feel free to contact me.
Very truly yours,
Bouchard 10S, LLC |
/s/ Craig T. Bouchard |
Craig T. Bouchard |
Dated: 6/7/07
Acknowledged and agreed: |
Wheeling-Pittsburgh Corporation |
By: /s/ Paul J. Mooney |
Name: Paul J. Mooney |
Title: Executive Vice President and Chief Financial Officer |