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Exhibit 10.57
[CONFORMED COPY]
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AND SALE AGREEMENT
AND
AMENDMENT NO. 1 TO AND
CONSENT UNDER REVOLVING CREDIT AGREEMENT
AMENDMENT AND CONSENT dated as of March 1, 1998 to (i) the Receivables
Purchase and Sale Agreement dated as of October 12, 1994, as amended by
Amendment No. 1 thereto dated as of May 2, 1995 (the "Receivables Purchase
Agreement"), among The LTV Corporation ("LTV"), the Sellers named therein (the
"Sellers"), LTV Steel Company, Inc. ("LTV Steel"), as Servicer, and LTV Sales
Finance Company ("Sales Finance"), as Purchaser, and (ii) the Revolving Credit
Agreement (the "Revolving Credit Agreement," and together with the Receivables
Agreement, the "Principal Agreements") dated as of October 12, 1994 among Sales
Finance, the financial institutions parties thereto as Banks, the Issuing Banks
referred to therein and Bankers Trust Company, as Collateral Agent and Facility
Agent.
W I T N E S S E T H :
WHEREAS, LTV Steel is the sole member of LTV Steel Products, LLC, a
Delaware limited liability company ("Steel Products") formed for the purpose of
purchasing all of the inventory of LTV Steel and certain of its affiliates
pursuant to an inventory securitization facility (the "Inventory Facility") and
engaging in other activities incidental thereto;
WHEREAS, LTV desires to designate Steel Products as an additional
"Seller" under the Receivables Purchase Agreement with respect to the accounts
receivable created from the sale by or on behalf of Steel Products of its
inventory to third parties; and
WHEREAS, the parties hereto desire to (i) amend the Principal
Agreements to reflect the establishment of the Inventory Facility; (ii) amend
the Receivables Purchase Agreement to permit entities other than corporations,
including Steel Products, to be "Sellers" under the Receivables Purchase
Agreement and (iii) consent to the addition of Steel Products as a "Seller"
under the Receivables Purchase Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
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SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Receivables
Purchase Agreement or, if not defined therein, in the Revolving Credit
Agreement, has the meaning assigned to such term in the applicable Principal
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the each of the Principal Agreements shall,
after this Amendment and Consent becomes effective, refer to such Principal
Agreement as amended hereby.
SECTION 2. Amendments to Receivables Purchase Agreement.
(a) AMENDMENT OF SECTION 2.06. The first sentence in Section 2.06 of
the Receivables Purchase Agreement is amended by (i) replacing the phrase
"incorporated in" with "organized in" and (ii) adding the phrase "or other
ownership interests" after "outstanding stock".
(b) AMENDMENTS TO SECTION 3.01. (i) Section 3.01(a) of the Receivables
Purchase Agreement is amended by replacing (x) the phrase "a corporation duly
incorporated," with "duly organized," and (y) the phrase "state of
incorporation" with "state of organization".
(ii) Section 3.01(b) of the Receivables Purchase Agreement is
amended by replacing each reference to "corporate" with
"organizational".
(iii) Section 3.01(e) of the Receivables Purchase Agreement is
amended by inserting the following phrase at the end of the last
sentence: "or filed against the proceeds of the inventory which is
subject to the Inventory Facility"
(c) AMENDMENTS TO ARTICLE IV. (i) Section 4.01(b) of the Receivables
Purchase Agreement is amended by replacing (x) each reference to "corporate"
with "organizational", (y) the word "incorporation" with "organization" and (z)
the word "corporation" with "corporation or other organization".
(ii) Section 4.01(o) of the Receivables Purchase Agreement is
amended by adding the phrase "or other ownership interests" after
"outstanding stock".
(iii) Section 4.03(e) of Receivables Purchase Agreement is
amended by (i) changing the heading to "Change in Legal Name" and (ii)
replacing the phrase "corporate name" with "legal name".
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(iv) Section 4.04(d) of the Receivables Purchase Agreement is amended
by adding the phrase "or other ownership interests" after "outstanding stock".
SECTION 3. Amendments to Annex I of the Principal Agreements. Annex I
of each of the Principal Agreements is amended as follows:
(i) The definitions of "Inventory Pledge Agreement" and
"Inventory Security Agreement" are deleted.
(ii) (x) Clause (p) of the definition of "Liquidation Event"
is amended and restated to read as follows:
(p) Under the terms of the Trust Agreement regarding the
release of the claims of the Collateral Agent thereunder (and
as defined therein) to proceeds of Purchased Inventory (as
defined therein), such release shall cease to be effective
with respect to any such proceeds of Purchased Inventory or
the Collateral Agent thereunder shall have given a Release
Termination Notice (as defined therein); or such release
terms, clause 8.04 (b)(i) of the Trust Agreement or the
definition of Purchased Inventory (or any related definition)
as provided therein shall be amended, modified or waived in
any respect without the prior written consent of all Banks.
(y) Clause (q) of the definition of "Liquidation Event" is
amended and restated to read as follows:
(q) Any foreclosure or similar proceedings in respect of
Permitted Liens on the Intercompany Notes shall have been
commenced; title to any Intercompany Note shall pass to the
holders of such Permitted Liens; or any Seller or LTV shall
take corporate action acquiescing in any of the foregoing.
(iii) The definition of "Permitted Liens" is amended by
deleting the phrase "and the capital stock of Sales Finance" in clause
(vii).
(iv) The following definition is added to Annex I in the
appropriate alphabetical order:
"Note Purchase and Agreement" shall mean the Note Purchase and
Letter of Credit Agreement dated as of February 26, 1998 among
LTV Steel, as a party and as agent for certain affiliates,
various financial institutions, Chase Securities Inc., as
Placement Agent,
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The Chase Manhattan Bank, as Administrative Agent and as
Collateral Agent.
"Trust Agreement" shall mean the Trust Agreement dated as of
March 1, 1998 among LTV Steel Products, LLC, as Issuer, and
The Chase Manhattan Bank, as Collateral Agent, as amended and
supplemented from time to time.
SECTION 4. Approval of Steel Products as a Seller. By their execution
hereof, the Required Banks shall have evidenced their approval of the proposed
addition of Steel Products as a Seller under the Receivables Purchase Agreement,
as amended hereby, subject to the satisfaction of the other conditions precedent
to such addition pursuant to Section 2.06 of the Receivables Purchase Agreement,
as amended hereby.
SECTION 5. No Petition. (a) Each of Sales Finance, the Facility Agent
and the Collateral Agent (on behalf of itself and the Banks) hereby agrees that
it will not institute against, or join any other Person (as defined in the Trust
Agreement) in instituting against, Steel Products any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law (each, an
"Insolvency Proceeding"), for at least one year and one day following the
termination of the Note Purchase Agreement and payment in full of all amounts
due and owing to the Note Purchasers and Lenders thereunder.
SECTION 6. Governing Law. This Amendment and Consent shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment and Consent may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 8. Effectiveness. This Amendment and Consent shall become
effective as of the date hereof when Sales Finance shall have executed this
Amendment and Consent and received from each of the Sellers and the Required
Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to Sales Finance) that such party has signed
a counterpart hereof; provided Section 3 hereof shall not be effective until the
"Effective Date" under (and as defined in) the agreements relating to the
Inventory Facility. Sales Finance shall give concurrent notice of this Amendment
and Consent to the Rating Agency.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed as of the date first above written.
LTV STEEL COMPANY, INC.
By: /s/ XXXX X. XXXXXX
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Title: Vice President and Treasurer
GEORGIA TUBING CORPORATION
By: /s/ XXXX X. XXXXXX
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Title: Vice President and Treasurer
LTV SALES FINANCE COMPANY
By: /s/ XXXX X. XXXXXX
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Title: Vice President and Treasurer
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CONSENTED TO:
BANKERS TRUST COMPANY
By: /s/ XXXXX X. XXXXXXX
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Title: Vice President
ABBEY NATIONAL TREASURY
SERVICES PLC
By: /s/ XXXXX XXXXXX
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Title: Asset Backed Securities
CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXXXXXX X. XXXXXX
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Title: First Vice President
By: /s/ XXXXX XXXXX
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Title: First Vice President
Head of Corporate Banking
Chicago
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