Exhibit 10.10
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
AMENDMENT No. 2 (the "Amendment"), dated as of June 4, 2002, to Asset
Purchase Agreement, dated as of February 26, 2002 (the "Asset Purchase
Agreement"), by and among LTV Steel Company, Inc., River Terminal Railway
Company, Chicago Short Line Railway Company, The Cuyahoga Valley Railway
Company, The LTV Corporation, LTV Electro-Galvanizing, Inc. and International
Steel Group Inc. (formerly WLR Acquisition Corp.).
RECITALS
WHEREAS, Buyer and the LTV Companies entered into the Asset Purchase
Agreement, which was previously amended on April 11, 2002;
WHEREAS, all consents required to be obtained to transfer LTV Corp.'s
equity interest in LSE Holdings have been or are being obtained
contemporaneously with the execution of this Amendment;
WHEREAS, in connection with obtaining such consents, Buyer has
requested, and the LTV Companies have agreed to enter into this Amendment and
certain other agreements described herein; and
WHEREAS, LTV Corp.'s equity interest in LSE Holdings is being
transferred to Buyer's assignee contemporaneously with the execution of this
Agreement.
NOT, THEREFORE, in consideration of the foregoing and their respective
agreements herein contained, and other good and valuable consideration the
receipt and sufficiency of which are acknowledged, the LTV Companies and Buyer
hereby agree as follows:
ARTICLE I
1.1 Definitions. Capitalized terms used herein without definition
have the meanings ascribed thereto in the Asset Purchase Agreement.
ARTICLE II
2.1 Amendment and Restatement of Section 5.1(1) of the Asset
Purchase Agreement. Section 5.1(1) of the Asset Purchase Agreement is hereby
amended and restated in its entirety as follows:
"From the date hereof through August 15, 2002 (the "Assignment
Date"), LTV Steel will comply with all of its obligations
under the Amended and Restated L/C Agreement, dated as of June
___, 2002, by and among LTV Steel, ISG Corp. and Cleveland
Steel Facility L.L.C. ("LTV Products"), Sumikin EGL Corp. and
Cleveland Steel Facility L.L.C. (the "L/C Agreement")
including, without limitation, the obligation to maintain in
full force and
effect the LTV Letter of Credit (as defined in the L/C
Agreement) in the stated amount of $14,212,800 through the
Assignment Date. Promptly after the date hereof and in no
event later than June 7, 2002, the LTV Companies hall obtain
the renewal (or extension) of the LTV Letter of Credit through
the Assignment Date and will cause the delivery of such
renewal (or extension) to Cleveland Steel with a copy to
Buyer. From and after the date hereof, Buyer will cause ISG
Cleveland Inc. to comply with all of its obligations under the
L/C Agreement, including, without limitation, the obligation
to cause to be issued, not later than seven Business Days (as
defined in the L/C Agreement), or such shorter period as may
be agreed under the L/C Agreement), prior to the Assignment
Date, the ISG Letter of Credit (as defined in the L/C
Agreement) in favor of the Lessor in the initial stated amount
of $14,212,800. Buyer will (i) reimburse LTV Steel upon demand
for any out-of-pocket fees and expenses incurred by them in
order to comply with its obligations under the L/C Agreement
and (ii) indemnify LTV Corp. and LTV Steel with respect to any
losses or claims they may incur as a result of any drawing
under the LTV Letter of Credit (other than losses resulting
solely from its failure to comply with its obligations under
the L/C Agreement). LTV Steel will not amend or modify the L/C
Agreement without the consent of Buyer.
ARTICLE III
3.1 Stock Certificates; Letters of Resignation. Simultaneously
with the execution of this Amendment, Sellers have delivered to Buyer in
accordance with the Asset Purchase Agreement (i) the stock certificates for all
of the shares of LSE Holding together with duly executed stock powers and (ii)
signed letters of resignation from all officers and directors of LSE Holdings
which resignations shall become effective upon the transfer of the equity
interest in LSE Holding to Buyer's assignee.
3.2 L/C Agreement. Simultaneously with the execution of this
Amendment LTV Steel, LTV Products and ISG Cleveland Inc. have entered into the
L/C Agreement.
ARTICLE IV
4.1 Full Force and Effect. Except as specifically amended or
modified hereby, the Asset Purchase Agreement remains in full force and effect
in accordance with its terms.
4.2 Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute the
same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have cause this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
INTERNATIONAL STEEL GROUP INC.
By: /s/ Xxxxx X. Pole
-----------------------------------------
Name: Xxxxx X. Pole
Title: Vice President
LTV STEELS COMPANY, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman, President and CEO
RIVER TERMINAL RAILWAY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
CHICAGO SHORT LINE RAILWAY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
THE CUYAHOGA VALLEY RAILWAY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
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THE LTV CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman, President and CEO
LTV-ELECTRO-GALVANIZING, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman, President and CEO
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