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EXHIBIT (10)-(56)
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
---------------------------------------------
FIRST AMENDMENT (the "Amendment"), dated as of May 2, 1995,
among The LTV Corporation, a Delaware corporation ("LTV"), LTV Steel Company,
Inc., a New Jersey corporation, Continental Emsco Company, a Delaware
corporation, LTV Steel Mining Company, a Minnesota limited partnership, LTV
Steel Tubular Products Company, a Delaware corporation (the "Borrowers"), the
financial institutions party to the Credit Agreement referred to below (the
"Lenders") and BT Commercial Corporation, acting as Agent (the "Agent") in the
manner and to the extent described in Article 9 of the Credit Agreement
referred to below. All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
--------------------
WHEREAS, LTV, the Borrowers, the Lenders and the Agent are
parties to a Credit Agreement, dated as of October 12, 1994 (as amended,
modified or supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the parties to the Credit Agreement wish to amend the
Credit Agreement to permit certain transactions in connection with the
participation by LTV, through one or more wholly owned Subsidiaries of LTV, in
the Trico Joint Venture (as defined below) and the distribution by Trico Sales
Co. (as defined below) of steel products manufactured by the Trico Joint
Venture;
NOW, THEREFORE, it is agreed:
1. On and after the Amendment Effective Date (as defined
below), the definition of Material Subsidiary in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety:
"MATERIAL SUBSIDIARY shall mean any Subsidiary of LTV or any
Borrower (other than the Sumitomo Joint Ventures, the Trico
Joint Venture, the LTV Trico Member, Trico Sales Co., or any
Subsidiary which is a railroad subject to regulation by the
Interstate Commerce Commission) which has, at any time, (i)
assets (other than intercompany accounts) with a book value in
an aggregate amount equal to or greater than $10,000,000, (ii)
steel products (other than steel products located at or
galvanized by L-S Electro-Galvanizing Company or steel
products located at the Trico Joint Venture or at Trico Sales
Co.) work-in-process and raw materials inventory in an
aggregate amount equal to or greater than $5,000,000 (valued
for purposes of this definition at the higher of cost and fair
market value), or (iii) accounts receivable arising from the
sale of steel products and steel
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production raw materials (other than intercompany accounts
and accounts of any Sumitomo Joint Venture or LTV/EGL or
LTV Electro- Galvanizing Company arising form the sale of
steel products galvanized by a Sumitomo Joint Venture and other
than intercompany accounts and accounts of the Trico Joint
Venture or Trico Sales Co. arising from the sale of steel
products manufactured by the Trico Joint Venture) in a face
amount equal to or greater than $5,000,000."
2. On and after the Amendment Effective Date, the definition
of Subsidiary in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety:
"SUBSIDIARY shall mean, with respect to any Person, any
corporation, partnership, association, joint venture or other
business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote
in the election of the Person or Persons (whether directors,
managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction
of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person or a combination
thereof. For the purpose of this definition, (1) neither of
the Sumitomo Joint Ventures shall be deemed a direct or
indirect Subsidiary of LTV, (2) neither the Trico Joint
Venture, the LTV Trico Member, nor Trico Sales Co. shall be
deemed a direct or indirect Subsidiary of LTV, and (3) any
Joint Venture hereafter formed in which LTV and its
Subsidiaries own 50% or less of the voting interests (and the
Investment is made therein pursuant to Sections 7.6 (vi),
(vii) and (x)) shall not be deemed a Subsidiary of LTV even if
LTV or one of its Subsidiaries has the power to direct the
management and policies thereof. In addition, for the purpose
of this definition, neither Presque Isle Corporation, a
Delaware corporation, nor LAS Resources, Inc., a West Virginia
corporation, nor Xxxx Coal Company, a West Virginia
corporation (or their successors) shall be deemed to be a
Subsidiary of LTV or LTV Steel (other than for purposes of
Section 4) unless and until (i) LTV owns, directly or
indirectly, outstanding capital stock of such Person having
55% or more of the votes entitled to be cast in the election
of directors, (ii) the number of shareholders of such Person
shall increase from the number on the date hereof; PROVIDED
that for purposes of calculating such number, shareholders
that are Affiliates of each other shall be deemed to be a
single shareholder, (iii) there shall occur any material
change in the type of business conducted by such Person from
that conducted by it on the date hereof, (iv) such Person
acquires any of the capital stock or assets (other than in the
ordinary course of business) of, or merges or consolidates
with or into, any Subsidiary of LTV (other than any Subsidiary
of such Person) or (v) LTV acquires, directly or indirectly,
whether through the ownership of voting securities, by
contract or
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otherwise, any power to direct or cause the direction of the
management and policies of such Person that differs materially
from the power that it has on the date hereof. If any of the
events in clauses (i) through (v) shall occur, such Person
shall cease to be excluded from the definition of Subsidiary
and shall be automatically deemed to be a Subsidiary."
3. On and after the Amendment Effective Date, Section 1.1 of
the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical order:
"LTV TRICO MEMBER shall mean LTV-Trico, Inc., a Delaware
corporation, and any other wholly owned Subsidiary of LTV that
is a member of the Trico Joint Venture at such time."
"TRICO JOINT VENTURE shall mean Trico Steel Company, L.L.C., a
Delaware limited liability company, or any successor entity
thereto."
"TRICO TRANSACTION DOCUMENTS shall mean the Transaction
Agreement dated as of May 2, 1995 relating to the formation of
the Trico Joint Venture and each Transaction Document referred
to in such Transaction Agreement, each as amended, modified or
supplemented from time to time."
"TRICO SALES CO. shall mean Trico Steel Company, Inc., a
Delaware corporation."
4. On and after the Amendment Effective Date, Section 7.2 of
the Credit Agreement is hereby amended by (i) deleting the word "and"
immediately prior to clause (xv) thereof, (ii) deleting the period at the end
of clause (xv) thereof and substituting in lieu thereof "; and" and (iii)
inserting the following new clause (xvi) after clause (xv):
"(xvi) Liens on the capital stock, other ownership interests,
assets or property of the Trico Joint Venture, the LTV Trico
Member or Trico Sales Co. granted or created in favor of any
Person pursuant to the Trico Transaction Documents."
5. On and after the Amendment Effective Date, Section 7.8 of
the Credit Agreement is hereby amended by deleting the word "and" immediately
prior to clause (vi) thereof and inserting a comma in lieu thereof and by
inserting the following text immediately prior to the period at the end of
Section 7.8:
"and (vii) any transaction or series of transactions in the
ordinary course of business (x) contemplated by or pursuant to
the Trico Transaction Documents or (y) between the Trico Joint
Venture, the LTV Trico Member or Trico Sales Co., on the one
hand, and LTV or any of its Subsidiaries, on the other."
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6. In order to induce the undersigned Lenders to enter into
this Amendment, LTV and the Borrowers hereby represent and warrant that:
(a) No Default or Event of Default exists as of the Amendment
Effective Date and after giving effect to this Amendment;
(b) On the Amendment Effective Date after giving effect to
this Amendment, all representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct
in all material respects; and
(c) On and after the Amendment Effective Date, this
Amendment, and the transactions permitted hereby, shall be permitted
by, and shall not violate any material term of or cause a breach of,
any of the Related Agreements.
7. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
8. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with LTV, the Borrowers and the Agent.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
10. This Amendment shall become effective as of the date
hereof on the date (the "Amendment Effective Date") when LTV, the Borrowers and
the Required Lenders shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by way of facsimile
device) the same to the Agent.
11. From and after the Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement as
amended hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their proper and duly authorized
officers as of the date set forth above.
LTV STEEL COMPANY, INC.
By: A.W. Huge
---------------------------------
Title: Senior Vice President-Finance
and CFO
CONTINENTAL EMSCO COMPANY
By: A.W. Huge
---------------------------------
Title: Vice President and Controller
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: A.W. Huge
---------------------------------
Title: Vice President and Controller
By: Erie B Corporation
By: A.W. Huge
---------------------------------
Title: Vice President and Controller
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By: Erie I Corporation
By: A.W. Huge
---------------------------------
Title: Vice President and Controller
LTV STEEL TUBULAR PRODUCTS COMPANY
By: A.W. Huge
---------------------------------
Title: Vice President and Controller
THE LTV CORPORATION
By: A.W. Huge
---------------------------------
Title: Senior Vice President and CFO
BT COMMERCIAL CORPORATION,
individually and as Agent
and Collateral Agent
By: Unlegible
---------------------------------
Title:
CHEMICAL BANK, as a Lender
By: X. Xxxxxx
---------------------------------
Title: Managing Director
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THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Lender
By: Unlegible
---------------------------------
Title: Senior Vice President &
Joint General Manager
MELLON BANK, N.A., as a Lender
By: Xxxxx X. Xxxxxxx
---------------------------------
Title: Xxxxx X. Xxxxxxx
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: Katsuyasu Iwasawa
---------------------------------
Title: Joint General Manager
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: Xxxxxxxx XxXxxxxx
---------------------------------
Title: Vice President
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CREDIT LYONNAIS, CHICAGO
BRANCH, as a Lender
By: Unlegible
---------------------------------
Title: Vice President
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By: Xxxx Xxxxxx
---------------------------------
Title: Senior Vice President
Branch Manager
NATIONAL CITY BANK, as a Lender
By: Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
SOCIETY NATIONAL BANK, as a Lender
By: Unlegible
---------------------------------
Title: Vice President
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SECOND AMENDMENT TO LETTER OF CREDIT AGREEMENT
----------------------------------------------
AND RELEASE OF COLLATERAL
-------------------------
SECOND AMENDMENT (the "Amendment"), dated as of May 10,
1995, among The LTV Corporation, a Delaware corporation
("LTV"), LTV Steel Company, Inc., a New Jersey corporation,
Continental Emsco Company, a Delaware corporation, LTV Steel
Mining Company, a Minnesota limited partnership, LTV Steel
Tubular Products Company, a Delaware corporation (the
"Borrowers"), the financial institutions party to the Credit
Agreement referred to below (the "Lenders") and BT
Commercial Corporation, acting as Agent (the "Agent") in the
manner and to the extent described in Article 9 of the
Credit Agreement referred to below. All capitalized terms
used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit
Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, LTV, the Borrowers, the Lenders and the Agent
are parties to a Credit Agreement, dated as of October 12,
1994 (as amended, modified or supplemented to the date
hereof. the "Credit Agreement"),
WHEREAS, the parties to the Credit Agreement wish to
amend the Credit Agreement to permit (i) LTV to sell the
stock of Continental Emsco, LTV Properties, Inc. and
Continental Supply Company (or any of them) or to cause
Continental Emsco, LTV Properties, Inc. and Continental
Supply Company to sell all or a substantial portion of their
assets, pursuant to a purchase agreement (the "Continental
Emsco Sale"), (ii) Continental Emsco to cease as a
"Borrower" and (iii) the release of all of the assets of
Continental Emsco from the security interest and any other
liens or interest under the Inventory Security Agreement
(the "Security Interest");
NOW, THEREFORE, it is agreed:
1. On the Second Amendment Effective Date (immediately
prior to giving effect to the Continental Emsco Sale), (i)
Continental Emsco shall cease to be a Borrower and shall
have no further obligations thereunder (including, without
limitation, as a Guarantor thereunder), and (ii) each Letter
of Credit issued for the account of Continental Emsco and in
effect on the date hereof, a list of which shall be
delivered to the Agent and the respective Issuing Lender on
or prior to the Second Amendment Effective Date (each, a
"Continental Emsco Letter of Credit"), shall cease to be a
Letter of Credit, and each Lender other than the relevant
Issuing Lender with respect to each such Continental Emsco
Letter of Credit shall thereupon be released from its
obligations with respect thereto (including its obligations
to the Issuing Lender with respect thereto) without further
action on the part of any Person.
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2. Section 7.1 of the Credit Agreement is
hereby waived to the extent required to permit the
Continental Emsco Sale, and without limiting the foregoing,
the proceeds of such sale shall in no event be taken into
account in determining the amount of asset sales made
pursuant to clause (viii) thereof.
3. On the Second Amendment Effective Date
(immediately prior to giving effect to the Continental Emsco
Sale), the Security shall be released with respect to any
and all assets of Continental Emsco, LTV Properties, Inc.
and Continental Supply Company (including all proceeds
thereof) in accordance with Section 9.9 of the Credit
Agreement. On the Second Amendment Effective Date
(immediately prior to giving effect to the Continental Emsco
Sale), the Collateral Agent shall in accordance with Section
9.9 of the Credit Agreement execute and deliver to
Continental Emsco such UCC-3 termination statements under
the Uniform Commercial Code to be filed in relevant
jurisdictions and shall take such further action to evidence
such release as Continental Emsco shall reasonably request,
all at Continental Emsco's sole cost and expense and each
Lender hereby confirms the Collateral Agent's authority to
do so as set forth in Section 9.9(b) of the Credit
Agreement.
4. In order to induce the undersigned
Lenders to enter into this Amendment, LTV and the Borrowers
hereby represent and warrant that:
(a) No Default or Event of Default exists as
of the Second Amendment Effective Date and after
giving effect to this Amendment;
(b) On the Second Amendment Effective Date
after giving effect to this Amendment, all
representations and warranties contained in the
Credit Agreement and the other Credit Documents are
true and correct in ail material respects;
(c) On and after the Second Amendment
Effective Date, this Amendment, and the transactions
permitted hereby, shall be permitted by, and shall
not violate any material term of or cause a breach
of, any of the Related Agreements;
(d) On the Second Amendment Effective Date
(immediately prior to giving effect to the
Continental Emsco Sale), LTV and the Borrower shall
have received all required consents necessary to
effect the Continental Emsco Sale and such consents
shall remain in full force and effect, and
(e) To the extent the Continental Emsco Sale
is effected pursuant to Section 22 of the Security
Agreement rather than Section 20(b) of the Security
Agreement, then LTV and LTV Steel shall have
delivered such Officer's Certificates as may be
required pursuant to Section 3.1 (b) of the
Inventory Intercreditor Agreement.
5. This Amendment is limited as specified
and shall not constitute a modification, acceptance or
waiver of any other provision of the Credit Agreement or any
other Credit Document.
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6. This Amendment may be executed in any number
of counterparts and by the different parties hereto on
separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with LTV, the
Borrowers and the Agent.
7. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
8. This Amendment shall become effective on
the date (the "Second Amendment Effective Date") on which (i)
LTV, the Borrowers and the Required Lenders shall have signed
a copy hereof (whether the same or different copies) and
shall have delivered (including by way of facsimile device)
the same to the Agent and (ii) with respect to each
Continental Emsco Letter of Credit, each of the respective
Issuing Lenders shall have been provided a letter of credit
in form and substance satisfactory to such Issuing Lender
supporting the obligations of Continental Emsco thereunder
issued by a bank or other financial institution the long-term
unsecured public debt of whom (or of whose parent holding
company) is rated at least A- by Standard & Poor's Ratings
Group or at least A3 by Xxxxx'x Investors Service, Inc., or
which is otherwise reasonably acceptable to such Issuing
Lender, each in a stated amount equal to the maximum stated
amount of, and with an expiry date no earlier than that of,
such Continental Emsco Letter of Credit.
9. From and after the Second Amendment
Effective Date, all references in the Credit Agreement and
each of the Credit Documents to the Credit Agreement shall be
deemed to be references to such Credit Agreement as amended
hereby.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed and delivered by their proper and
duly authorized officers as of the date set forth above.
THE LTV CORPORATION
By: /s/ A. W. Huge
------------------
Title: Senior Vice President & CFO
LTV STEEL COMPANY, INC.
By: /s/ A. W. Huge
------------------
Title: Senior Vice President-Finance
& CFO
CONTINENTAL EMSCO COMPANY
By: /s/ A. W. Huge
------------------
Title: Vice President & Controller
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: /s/ A. W. Huge
------------------
Title: Vice President & Controller
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BY: Erie B Corporation
By: A.W. Huge
-------------------------------
Title: Vice President & Controller
By: Erie I Corporation
By: A.W. Huge
-------------------------------
Title: Vice President & Controller
LTV STEEL TUBULAR PRODUCTS COMPANY
By: A.W. Huge
-------------------------------
Title: Vice President & Controller
BT COMMERCIAL CORPORATION,
individually and as Agent
and Collateral Agent
By: Xxxxx ??????????
-------------------------------
Title: Vice President
CHEMICAL BANK, as a Lender
By: Xxxx X. Xxxxxx
-------------------------------
Title: Assistant Vice President
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THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Lender
By: ?????????
-------------------------------------
Title: Vice President & Deputy
General Manager
MELLON BANK, N.A., as a Lender
By:
-------------------------------------
Title
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: Xxxxx X. Xxxxxxxxx
-------------------------------------
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: Xxxxxxxx X. XxXxxxxx
-------------------------------------
Title: Vice President
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CREDIT LYONNAIS, CHICAGO
BRANCH, as a Lender
By: Xxxx Xxx Xxxxx
------------------------------------
Title: Vice President and Group Head
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By: Xxxx Xxxxxx
------------------------------------
Title: Senior Vice President
Branch Manager
NATIONAL CITY BANK, as a Lender
By: Xxxxx X. Xxxxxx
------------------------------------
Title: Vice President
SOCIETY NATIONAL BANK, as a Lender
By: ?????????????
------------------------------------
Title: Vice President
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THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENT
---------------------------------------------
THIRD AMENDMENT (the "Amendment"), dated as of June 2, 1995,
among The LTV Corporation, a Delaware corporation ("LTV"), LTV Steel
Company, Inc., a New Jersey corporation, Continental Emsco Company, a
Delaware corporation, LTV Steel Mining Company, a Minnesota limited
partnership, LTV Steel Tubular Products Company, a Delaware corporation
(the "Borrowers"), the financial institutions party to the Credit Agreement
referred to below (the "Lenders") and BT Commercial Corporation, acting as
Agent (the "Agent") in the manner and to the extent described in Article 9
of the Credit Agreement referred to below. All capitalized terms used
herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, LTV, the Borrowers, the Lenders and the Agent are
parties to a Credit Agreement, dated as of October 12, 1994 (as amended,
modified or supplemented to the date hereof, the "Credit Agreement");
WHEREAS, LTV intends, directly or through any of its
Subsidiaries, to sell, transfer or otherwise dispose of (whether by sale of
assets or stock, merger or any combination thereof) all or any of the
assets or the capital stock of Continental Emsco, LTV Properties. Inc. and
Continental Supply Company (the "Continental Emsco Sale");
WHEREAS, pursuant to the Second Amendment to the Credit
Agreement and Release of Collateral dated as of May 2, 1995, LTV received
consent for the Continental Emsco Sale and release of Collateral in
connection therewith;
WHEREAS, LTV, directly or through a Subsidiary, intends (i)
to purchase from the PBGC all of the outstanding Republic Notes for the
Accreted Value thereof (as defined in such Republic Notes) as of the date
of such purchase, and (ii) if the net proceeds from the Continental Emsco
Sale exceed $70 million, to purchase from the PBGC a portion of the
outstanding Zero Coupon Notes in the aggregate face amount of $50 million
for the Accreted Value thereof (as defined in such Zero Coupon Notes) as of
the date of such purchase (the transactions referred to in clauses (i) and
(ii) being collectively referred to herein as the "Note Repurchases"),
WHEREAS, after the Note Repurchases, LTV Steel wishes to
issue, in exchange for the Zero Coupon Notes remaining outstanding
following the Note Repurchases, promissory notes ("Promissory Notes")
substantially in the form of Exhibit A attached to this Amendment (fully
guaranteed by LTV and each ERISA Affiliate) with an issue date of the June
30 or December 31 immediately preceding such issuance and having an
aggregate principal amount equal to the Accreted Value (as defined in such
Zero
17
Coupon Notes) of such remaining Zero Coupon Notes, as of such issue date
(the "Note Exchange"); and
WHEREAS, the Borrowers desire that the Credit Agreement be
further amended to the extent necessary to permit the Note Repurchases, the
Note Exchange and the payment of interest and prepayment of principal from
time to time on the Promissory Notes (including any Promissory Notes issued
in payment of interest on other Promissory Notes);
NOW, THEREFORE, it is agreed:
1. The definition of "Available Capital Expenditure Amount"
contained in Section 1.1 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (iii) and inserting
"," in lieu thereof; (ii) deleting the period at the end of clause (iv)
and substituting "and" in lieu thereof and (iii) inserting the following
new clause (v):
"(v) MINUS an amount equal to the aggregate cash payments
of LTV and its Subsidiaries to the PBGC with respect to the
Note Repurchases and any prepayment of principal on the
Promissory Notes from the Closing Date to such date."
2. Section 1.1 of the Credit Agreement is hereby further
amended by adding the following new definitions in appropriate alphabetical
order:
"NOTE EXCHANGE shall have the meaning provided in the Third
Amendment to the Credit Agreement dated as of June 2, 1995.
"NOTE REPURCHASES shall have the meaning provided in the
Third Amendment to the Credit Agreement dated as of June 2, 1995.
"PROMISSORY NOTES shall mean promissory notes issued by LTV
Steel: (i) to the PBGC in exchange for the Zero Coupon Notes
remaining outstanding following the Note Repurchases; and (ii) in
payment of interest on other Promissory Notes (in both cases, such
Promissory Notes being issued substantially in the form of Exhibit
A attached to the Third Amendment to the Credit Agreement dated as
of June 2, 1995.
3. Section 7.3 of the Credit Agreement is hereby amended by
(i) deleting the word "and" appearing at the end of clause (xiv) thereof;
(ii) deleting the period at the end of clause (xv) and inserting "; and" in
lieu thereof and (iii) and inserting the following new clause (xvi):
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"(xvi) LTV and its Subsidiaries may become and remain
liable with respect to the issuance and guarantee of the
Promissory Notes, and any such Indebtedness will not count toward
the limit on outstanding other Indebtedness in Section 7.3(xv)
above."
4. Section 7.7 of the Credit Agreement is hereby amended
by (i) deleting the word "and" appearing at the end of clause (iv)
thereof; (ii) deleting the period at the end of clause (v) and
substituting "; and" in lieu thereof and (iii) inserting the following new
clause (vi):
"(vi) as long as no Default or Event of Default exists or
would arise therefrom the Note Repurchases, the Note
Exchange, and the payment of interest (in cash and/or
through the issuance of additional Promissory Notes) and
the prepayment of principal on the Promissory Notes shall
be permitted."
5. Section 7.15 of the Credit agreement is hereby waived
to the extent required to permit the Note Repurchases, the Note Exchange,
and the payment of interest (in cash and/or through the issuance of
additional Promissory Notes) and the prepayment of principal on the
Promissory Notes.
6. In order to induce the undersigned Lenders to enter
into this Amendment, LTV and the Borrowers hereby represent and warrant
that:
(a) No Default or Event of Default exists as of the Third
Amendment Effective Date and after giving effect to this
Amendment;
(b) On the Third Amendment Effective Date after giving
effect to this Amendment, all representations and warranties
contained in the Credit Agreement and the other Credit Documents
are true and correct in all material respects; and
(c) On and after the Third Amendment Effective Date, this
Amendment, and the transactions permitted hereby, shall be
permitted by, and shall not violate any material term of or cause
a breach of, any of the Related Agreements.
7. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of
the Credit Agreement or any other Credit Document.
8. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with LTV, the
Borrowers and the Agent.
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9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
10. This Amendment shall become effective on the date (the
"Third Amendment Effective Date") on which LTV, the Borrowers and the
Required Lenders shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by way of facsimile
device) the same to the Agent.
11. From and after the Third Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement as
amended hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered by their proper and duly authorized officers as of
the date set forth above.
THE LTV CORPORATION
By: /s/ A.W. Huge
-------------------------
Title: Senior Vice President and
Chief Financial officer
LTV STEEL COMPANY, INC.
By: /s/ A.W. Huge
-------------------------
Title: Senior Vice President - Finance and
Chief Financial Officer
CONTINENTAL EMSCO COMPANY
By: /s/ A.W. Huge
-------------------------
Title: Vice President & Controller
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: /s/ A.W. Huge
-------------------------
Title: Vice President & Controller
-5-
21
By: Erie B Corporation
By: /s/ A.W. Huge
-------------------------
Title: Vice President & Controller
By: Erie I Corporation
By: /s/ A.W. Huge
-------------------------
Title: Vice President & Controller
LTV STEEL TUBULAR PRODUCTS COMPANY
By: /s/ A.W. Huge
-------------------------
Title: Vice President & Controller
BT COMMERCIAL CORPORATION,
individually and as Agent
and Collateral Agent
By: /s/ Xxxxx Melomar
-------------------------
Title: Vice President
CHEMICAL BANK, as a Lender
By: /s/ illegible
-------------------------
Title: Managing Director
-6-
22
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Lender
By: /s/ illegible
-------------------------
Title: Vice President & Deputy
General Manager
MELLON BANK, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Title: Vice President
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
-------------------------
Title:
-7-
23
CREDIT LYONNAIS, CHICAGO
BRANCH, as A lENDER
By: /s/ illegible
-------------------------
Title: illegible
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By: /s/ Xxxxx ?
-------------------------
Title: Head of Corporate Banking
Chicago
NATIONAL CITY BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Title: Vice President
SOCIETY NATIONAL BANK, as a Lender
By: /s/ illegible
-------------------------
Title: Vice President
-8-
24
FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
----------------------------------------------
FOURTH AMENDMENT (the "Amendment"), dated as of
July 31, 1995, among The LTV Corporation, a Delaware
corporation ("LTV"), LTV Steel Company, Inc., a New Jersey
corporation, Continental Emsco Company, a Delaware corporation,
LTV Steel Mining Company, a Minnesota limited partnership, LTV
Steel Tubular Products Company, a Delaware corporation (the
"Borrowers"), the financial institutions party to the Credit
Agreement referred to below (the "Lenders") and BT Commercial
Corporation, acting as Agent (the "Agent") in the manner and to
the extent described in Article 9 of the Credit Agreement
referred to below. All capitalized terms used herein and not
otherwise defmed shall have the respective meanings provided
such terms in the Credit Agreement.
WITNESSETH:
----------
WHEREAS, LTV, the Borrowers, the Lenders and the
Agent are parties to a Credit Agreement, dated as of October
12, 1994 (as amended, modified or supplemented to the date
hereof, the "Credit Agreement");
WHEREAS, pursuant to the Second Amendment to the
Credit Agreement and Release of Collateral dated as of May 10,
1995, LTV received consent for the Continental Emsco Sale and
release of Collateral in connection therewith;
WHEREAS, pursuant to the Third Amendment to the
Letter of Credit Agreement dated as of June 2, 1995, LTV
received consent for the Note Repurchases and the Note
Exchange; and
WHEREAS, the Borrowers desire that the Credit
Agreement be further amended to the extent necessary to permit
the assumption by LTV of certain Continental Emsco Letter of
Credit Obligations and the other changes contemplated herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding that Continental Emsco is the
account party and is no longer a Borrower under the Credit
Agreement, on the Fourth Amendment Effective Date, LTV hereby
assumes all of the obligations of Continental Emsco with
respect to, and Continental Emsco is expressly released from
all obligations with respect to, each Letter of Credit set
forth on Schedule I hereto as if LTV were the account party on
such Letters of Credit.
25
2. The definition of "Note Repurchases"
contained in the Third Amendment to the Credit Agreement is
hereby amended by deleting the amount "$70 million" appearing
therein and inserting in lieu thereof the amount "$60 million".
3. The Third Amendment to the Credit Agreement
is hereby amended by deleting the date "May 2, 1995" appearing
therein in the third WHEREAS clause and inserting in lieu
thereof "May 10, 1995."
4. In order to induce the undersigned Lenders
to enter into this Amendment, LTV and the Borrowers hereby
represent and warrant that:
(a) No Default or Event of Default exists as of
the Fourth Amendment Effective Date and after giving
effect to this Amendment;
(b) On the Fourth Amendment Effective Date
after giving effect to this Amendment, all
representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and
correct in all material respects; and
(c) On and after the Fourth Amendment Effective
Date, this Amendment, and the transactions permitted
hereby, shall be permitted by, and shall not violate
any material term of or cause a breach of, any of the
Related Agreements.
5. This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of
any other provision of the Credit Agreement or any other Credit
Document.
6. This Amendment may be executed in any number
of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of
counterparts shall be lodged with LTV, the Borrowers and the
Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
8. This Amendment shall become effective on the
date (the "Fourth Amendment Effective Date") on which LTV, the
Borrowers and the Required Lenders shall have signed a copy
hereof (whether the same or different copies) and shall have
delivered (including by way of facsimile device) the same to
the Agent.
9. From and after the Fourth Amendment
Effective Date, all references in the Credit Agreement and each
of the Credit Documents to the Credit Agreement shall be deemed
to be references to such Credit Agreement as amended hereby.
- 2-
26
* * *
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed and delivered by
their proper and duly authorized officers as of the date
set forth above.
THE LTV CORPORATION
By: X.X. Xxxxxx
-----------------------------
Title:
LTV STEEL COMPANY, INC.
By: X.X. Xxxxxx
-----------------------------
Title:
CONTINENTAL EMSCO COMPANY
By: X.X. Xxxxxx
-----------------------------
Title:
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: X.X. Xxxxxx
-----------------------------
Title:
-3-
27
By: Erie B Corporation
By: X.X. Xxxxxx
-----------------------------
Title:
By: Erie I Corporation
By: X.X. Xxxxxx
-----------------------------
Title:
LTV STEEL TUBULAR PRODUCTS
COMPANY
By: X.X. Xxxxxx
-----------------------------
Title:
BT COMMERCIAL CORPORATION,
individually and as Agent
and Collateral Agent
By: Xxxxx Melomar
-----------------------------
Title: Vice President
CHEMICAL BANK, as a Lender
By: Xxxxx X. Xxxxxx
-----------------------------
Title: Vice President
28
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., as a Lender
By: ?????????
-----------------------------
Title: Vice President & Deputy
General Manager
MELLON BANK, N.A., as a Lender
By: Xxxxx X. Xxxxxxx
-----------------------------
Title: Vice President
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Under
By: Xxxxxxxx Xxxxx
-----------------------------
Title: Joint General Manager
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: Xxxxxx X. Xxxxx
-----------------------------
Title: Vice President
CREDIT LYONNAIS, CHICAGO
BRANCH, as a Lender
By: Xxxx Xxx Xxxxx
-----------------------------
Title: Vice President and
Group Head
29
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By: Xxxxx Xxxxx
-----------------------------
Title: Head of Corporate Banking
Chicago
NATIONAL CITY BANK, as a Lender
By: Xxxxx X. Xxxxxx
-----------------------------
Title: Vice President
SOCIETY NATIONAL BANK, as a Lender
By: ???????????
-----------------------------
Title:
30
Schedule I
LC# $ BALANCE BENEFICIARY EXPIRY EVERG. FINAL
BANKERS TRUST COMPANY
S781964 $15,515.28 XXXXXX OCEANICS 09/30/95 N N
S781872 $5908.50 XXXXXX OCEANICS 09/30/95 N N
S793309 $148,855.00 ATLANTIC RICHFIELD 09/30/97 N N
S793311 $193,624.00 ATLANTIC RICHFIELD 12/31/97 N N
S793519 $32,192.00 SEMBAWANG 01/31/96 N N
S794096 $66,462.00 MINERA ESCONDIA LT 05/23/96 N N
S794108 $166,785.90 XXXXXX OCEANICS 09/30/95 N N
S794275 $70,608.20 BANK OF CHINA 08/22/96 N N
S794848 $7,955.60 MINERA ESCONDIA 06/15/96 N N
$707,906.48 TOTAL
MELLON
S806867 $204,832.69 OILFIELD DEVELOP 06/28/96 N N
S819521 $175,004.90 BOHAI OIL CORP 08/31/95 N N
S823817 $115,465.49 AMEC ENGINEERING 07/30/95 N N
S823824 $101,376.30 AMEC ENGINEERING 07/30/95 N N
S823828 $10,484.49 AMEC ENGINEERING 07/30/95 N N
S823830 $26,817.20 AMEC ENGINEERING 07/30/95 N N
S824518 $23,040.50 ARCO CHINA INC 01/01/96 N N
$657,021.57 TOTAL
CHEMICAL
7224555 $47,665.70 BANK BUMIPUTRA 10/30/95 y N
T228974 $276,161.60 VARYEGANNEFTEGAZ 09/10/96 N N
T231489 $34,025.50 SARAWAK SHELL 05/26/96 y 05/26/96
T231490 $22,863.74 SARAWAK SHELL 05/29/96 y 05/29/96
T231491 $17,447.99 SARAWAK SHELL 02/13/96 y 02/13/96
T231746 $12,992.40 XXXXXX & TOUBRO 06/24/96 y N
$411,156.93 TOTAL
$1,776.084.98 GRAND TOTAL
