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Exhibit 10.50
AMENDED AND RESTATED SETTLEMENT AGREEMENT
by and among
Pension Benefit Guaranty Corporation,
The LTV Corporation and
each other member of
the LTV Controlled Group (as herein defined)
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS ....................................................................................2
Section 1.1. Definitions.......................................................................2
Section 1.2. Accounting Terms.................................................................11
Section 1.3. Terms Generally..................................................................11
ARTICLE II
PLAN MANAGEMENT................................................................................12
Section 2.1. Plan Merger......................................................................12
Section 2.2. Plan Splits......................................................................12
ARTICLE III
RESTORATION PAYMENT SCHEDULE ORDERS............................................................13
Section 3.1. Issuance of Restoration Payment
Schedule Orders...................................................13
Section 3.2. Amendment of RPSOs...............................................................15
Section 3.3. Funding Credit Balances..........................................................15
Section 3.4. RPSO Obligations Unaffected......................................................16
Section 3.5. Deferral Regulations.............................................................16
ARTICLE IV
CONTRIBUTIONS..................................................................................17
Section 4.1. Joint and Several Obligations....................................................17
Section 4.2. GATT Exemption...................................................................17
ARTICLE V
SATISFACTION; LITIGATION.......................................................................17
Section 5.1. Satisfaction of Republic Retirement
Plan Claim........................................................17
Section 5.2. LTV Affirmation of Certain
Obligations.......................................................18
Section 5.3 . Release of the PBGC.............................................................19
ARTICLE VI
MERGERS, CONSOLIDATIONS, ETC.; DIVIDEND RESTRICTIONS...........................................19
Section 6.1. Dispositions and Acquisitions
of Assets.........................................................19
Section 6.2. Dividends and Other Distributions................................................23
ARTICLE VII
CONDITIONS.....................................................................................27
Section 7.1. Conditions to Obligations of LTV.................................................27
Section 7.2. Conditions to Obligations of
the PBGC..........................................................27
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ARTICLE VIII
GENERAL PROVISIONS.............................................................................28
Section 8.1. Entire Agreement.................................................................28
Section 8.2. Governing Law and Jurisdiction...................................................29
Section 8.3. Modifications....................................................................29
Section 8.4. Authority........................................................................29
Section 8.5. Notices..........................................................................30
Section 8.6. No Waiver........................................................................32
Section 8.7. Benefits.........................................................................32
Section 8.8. Execution........................................................................32
Section 8.9. Captions.........................................................................33
Section 8.10. Severability....................................................................33
Section 8.11. Survival........................................................................33
Section 8.12. Termination.....................................................................33
ARTICLE IX
REPRESENTATIONS AND WARRANTIES.................................................................34
Section 9.1. General Representations and
Warranties........................................................34
Section 9.2. Additional LTV Representations
and Warranties....................................................34
(a) No Violation.................................................................34
(b) True and Complete Disclosure, No Material Misstatements......................35
(c) Persons under Common Control.................................................35
ARTICLE X
ADDITIONAL COVENANTS AND AGREEMENTS............................................................35
Section 10.1. Further Assurances..............................................................35
Section 10.2. Information Covenants...........................................................36
(a) Annual Certificate by Public Accounting
Firm.......................................................................36
(b) Annual Officer's Certificate.................................................36
(c) Notice of Default, Event of Default or
Litigation.....................................................................37
(d) Auditors' Reports............................................................37
(e) Actuarial Valuation Reports;
IRS Form 5500..............................................................37
(f) Other Information............................................................38
Section 10.3. Senior Debt Negative Covenants..................................................38
(a) Incorporation of Certain Senior
Debt Negative Covenants....................................................38
(b) Expiration of Senior Debt Negative
Covenants..................................................................39
(c) Notice of Expiration or Replacement
of Senior Debt Negative Covenants..........................................42
Section 10.4. Additional Negative Covenants...................................................43
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(a) Transactions with Affiliates.................................................43
(b) Restrictive Agreements.......................................................44
(c) Limit on Investments in Trico................................................45
Section 10.5. Confidentiality.................................................................45
ARTICLE XI
EVENTS OF DEFAULT..............................................................................47
(a) Contributions and Payments...................................................47
(b) Representations, Etc.........................................................47
(c) Special Agreements...........................................................48
(d) Covenants....................................................................48
(e) Default Under Other Agreements...............................................48
(f) Involuntary Bankruptcy, Etc..................................................49
(g) Voluntary Bankruptcy, Etc....................................................49
(h) Judgments....................................................................50
(i) Validity of This Agreement...................................................50
ARTICLE XII
REMEDIES.......................................................................................51
Section 12.1. Acknowledgment..................................................................51
Section 12.2. Remedies of the PBGC............................................................51
Section 12.3. Fees and Expenses...............................................................53
Section 12.4. Survival of LTV's Obligations...................................................53
Section 12.5. Remedies Cumulative.............................................................53
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AMENDED AND RESTATED
--------------------
SETTLEMENT AGREEMENT
--------------------
This Amended and Restated Settlement Agreement (this
"Agreement") is made as of December 2, 1998 by and among Pension Benefit
Guaranty Corporation (the "PBGC") and The LTV Corporation, a corporation
organized under the laws of Delaware ("LTV"), and each other member of the LTV
Controlled Group (as hereinafter defined), and amends and restates the
Settlement Agreement made as of June 28, 1993, as amended by eleven amendments
to the date of this Agreement (as amended, the "Original Agreement"), by and
among (1) the PBGC, (2) LTV and each other member of the Initial LTV Group (as
hereinafter defined), including, without limitation, LTV Steel Company, Inc., a
corporation organized under the laws of New Jersey ("LTV Steel"), and (3) The
LTV Corporation, as Administrator (the "Administrator") of and on behalf of the
LTV Steel (J&L) Hourly Pension Plan, the 1992 LTV Steel (J&L) Hourly Pension
Plan, the LTV Steel (Republic) Hourly Pension Plan, the 1992 LTV Steel
(Republic) Hourly Pension Plan, the Xxxxx & Xxxxxxxx Retirement Plan and the
1992 J&L Salaried Retirement Plan (collectively, the "Restored Plans").
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RECITALS:
A. The PBGC, LTV and the Administrator are parties to the
Original Agreement.
B. The PBGC and LTV desire to make certain changes to their
agreements set out in the Original Agreement.
C. Concurrently with the execution of this Agreement, an
agreement (the "Transaction Agreement") pursuant to which the Administrator
withdraws as a party to the Original Agreement and the PBGC and LTV consent and
agree to such withdrawal will become effective.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the receipt, adequacy and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the PBGC and LTV amend and restate in its entirety the Original Agreement and
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. DEFINITIONS.
The following terms, as used herein, have the following
meanings:
"Administrator" has the meaning set forth in the Preamble
hereto.
"Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling
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(including but not limited to all directors and officers of such Person),
controlled by or under direct or indirect common control with such Person. For
purposes of this definition only, a Person shall be deemed to control a
corporation if such Person possesses directly or indirectly, the power (i) to
vote 20% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management or policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.
"Agreement" has the meaning set forth in the Preamble hereto.
"Applicable Law" shall mean all applicable laws, including,
without limitation, those relating to health, safety, wage and hour, employee
benefit plans, the environment, taxes, securities and labor, ordinances,
judgments, decrees, injunctions, writs, decisions, and orders of any
Governmental Authority and rules, regulations, orders, interpretations, licenses
and permits of any Governmental Authority.
"Applicable Member" has the meaning set forth in Section
10.3(a).
"Applicable Percentage" has the meaning set forth in Section
6.2(b).
"Authorized Officer" shall mean any officer of LTV designated
in writing to the PBGC to be an Authorized Officer.
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"Business Day" shall mean any day excluding Saturday, Sunday
and any day which shall be in The City of New York or in the District of
Columbia a legal holiday or a day on which banks are authorized or required by
law or other governmental action to be closed.
"Calendar Year" shall mean the twelve calendar month period
commencing each January 1.
"Consolidated Net Income" (or "Consolidated Net Loss") shall
mean, with respect to the LTV Consolidated Group for any period, the aggregate
net income (or net loss) of the LTV Consolidated Group on a consolidated basis
for such period taken as a single accounting period, after nonrecurring and
extraordinary gains and losses and before reduction for any dividends or other
distributions in respect of any capital stock, in each case, for such period, in
accordance with GAAP.
"Credit Enhanced Debt" has the meaning set forth in Section
10.3(b).
"Default" shall mean an event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.
"Effective Date" shall mean June 28, 1993.
"Equity Fair Market Value" has the meaning set forth in
Section 6.1.
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
"Events of Default" has the meaning set forth in Article XI.
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"Extraordinary Distribution" has the meaning set forth in
Section 6.2(c).
"FOIA" has the meaning set forth in Section 10.5.
"Funding Credit Balance" has the meaning set forth in Section
3.3.
"Funding Standard Account" shall mean the account defined by
section 412(b) of the IRC.
"GAAP" shall mean, at the time of any determination, generally
accepted accounting principles in the United States of America as then in
effect.
"Governmental Authority" shall mean any Federal, state,
county, municipal, regional or other government authority, agency, board, body,
instrumentality or court.
"Indenture" has the meaning set forth in Section 10.3(a).
"Initial LTV Group" shall mean LTV and all Persons, including,
without limitation, LTV Steel, who, as of the date of the Original Agreement,
were under common control with LTV within the meaning of section 4001(b)(1) of
ERISA and sections 414(b)-(c) of the IRC.
"Investment Grade Date" shall mean the date on which the
unsecured senior indebtedness of LTV has received a rating of at least BBB- from
Standard & Poor's Corporation or its successors ("S&P") and a rating of at least
Baa3 from Xxxxx'x Investment Service Inc. or its successors ("Moody's), or, if
S&P
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and Moody's or both shall not make a rating of the unsecured senior indebtedness
of LTV, a comparable rating from another nationally recognized statistical
rating agency.
"IRC" shall mean the Internal Revenue Code of 1986, as
amended.
"LTV" has the meaning set forth in the Preamble hereto.
"LTV Consolidated Group" shall mean, at any time of
determination, LTV and all Persons whose financial statements are consolidated
with LTV under then applicable GAAP and shall in any event include each and
every member of the LTV Controlled Group.
"LTV Controlled Group" shall mean, at any time of
determination, LTV and all Persons under common control with LTV within the
meaning of section 4001(b)(1) of ERISA and sections 414(b)-(c) of the IRC.
"LTV Steel" has the meaning set forth in the Preamble hereto.
"LTV Trico Entity" shall mean each or any of the LTV Trico
Members and Trico Sales Co.
"LTV Trico Member" shall mean, at any time, LTV-Trico, Inc., a
Delaware corporation, and any other Person or Persons, each of which is, at such
time, a wholly owned Subsidiary of LTV and a member of the Trico Joint Venture
and does not, at such time, engage in any business or activities other than (i)
as a member of the Trico Joint Venture, (ii) as
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contemplated, with respect to members of the Trico Joint Venture, under the
Trico Transaction Documents in effect on May 2, 1995, or (iii) other activities
ancillary or incidental to the foregoing.
"Merged Plan" has the meaning set forth in Section 2.1.
"Xxxxx'x" has the meaning set forth in the definition of
"Investment Grade Date."
"New RPS; New RPSs" has the meaning set forth in Section 3.1.
"New RPSOs" has the meaning set forth in Section 3.1.
"Original Agreement" has the meaning set forth in the Preamble
hereto.
"Original RPS; Original RPSs" has the meaning set forth in
Section 3.1.
"Original RPSOs" has the meaning set forth in Section 3.1.
"PBGC" shall mean Pension Benefit Guaranty Corporation, a
United States Government corporation, located as of the date hereof at 0000 X
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, established under section 4002 of ERISA
and responsible for the administration of Title IV of ERISA, or any agency that
may succeed to the functions exercised by the PBGC.
"Person" shall mean any natural person, corporation, business
trust, joint stock company, trust, joint
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venture, association, company, partnership or other entity.
"Plan Sponsor" shall mean with respect to any of the Restored
Plans the contributing sponsor thereof (within the meaning of section
4001(a)(13)(A) of ERISA) or its successor by merger or consolidation.
"Plan Year" shall mean the plan year (as such term is used in
section 412 of the IRC) with respect to which contributions are made to any
Restored Plan.
"Restored Plans" has the meaning set forth in the Preamble and
Section 2.1.
"RPS" has the meaning set forth in Section 3.1(a).
"RPSOs" has the meaning set forth in Section 3.1(a).
"S&P" has the meaning set forth in the definition of
"Investment Grade Date."
"Senior Debt Negative Covenants" has the meaning set forth in
Section 10.3(a).
"Senior Notes" has the meaning set forth in Section 10.3(a).
"Subsidiary" shall mean with respect to any Person (herein
referred to as the "parent"), any corporation, partnership, association, trust
or other business entity (i) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or more than 50% of the general partnership interests are,
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at the time any determination is being made, owned, Controlled or held, or (ii)
which is, at the time any determination is being made, otherwise Controlled, by
the parent or one or more Subsidiaries of the parent or by the parent and one or
more Subsidiaries of the parent; where "Control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.
"Transaction Agreement" has the meaning set forth in Recital C
hereof.
"Trico Equity Investment" has the meaning set forth in Section
10.4(c).
"Trico Investment" has the meaning set forth in Section
10.4(c).
"Trico Joint Venture" shall mean Trico Steel Company, L.L.C.,
a Delaware limited liability company, or any successor entity thereto, that
constructs and operates a steel minimill, manufactures steel products for
distribution by Trico Sales Co., and engages in activities ancillary or
incidental thereto. It is understood that under the transaction structure
contemplated by the Trico Transaction Agreement as in effect as of the closing
thereunder, the Trico Joint Venture is not a member of either the LTV
Consolidated Group or the LTV Controlled Group.
"Trico Loan" has the meaning set forth in Section 10.4(c).
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"Trico Sales Co." shall mean Trico Steel Company, Inc., a
Delaware corporation that (i) is a wholly owned Subsidiary of LTV on May 2, 1995
and (ii) does not engage in any business or activities other than as
contemplated by the Trico Transaction Documents in effect on May 2, 1995 or
other activities ancillary or incidental thereto.
"Trico Subordination and Standstill Agreement" shall mean the
Subordination and Standstill Agreement dated as of May 2, 1995 among the PBGC,
LTV, and U.S. Trust Company of California, N.A., as independent fiduciary, and
acknowledged and agreed to by the LTV Controlled Group.
"Trico Transaction Agreement" shall mean the Transaction
Agreement dated as of May 2, 1995 relating to the formation of the Trico Joint
Venture.
"Trico Transaction Documents" shall mean the Trico Transaction
Agreement and each Transaction Document referred to in the Trico Transaction
Agreement, each as amended, modified or supplemented from time to time; PROVIDED
that, without the prior written consent of the PBGC, no amendment, restatement,
modification or restructuring of the Trico Transactions Documents shall, at any
time after May 2, 1995 (i) prohibit any performance or satisfaction by LTV or
any member of the LTV Controlled Group of any obligation (whether due or not due
and whether mandatory or voluntary) under this Agreement, or (ii) directly
conflict with any rights of the PBGC. For purposes of this Agreement, the
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Trico Transaction Documents in effect on May 2, 1995 shall be deemed to include
the Commitment Letter dated May 2, 1995 among Chemical Bank, Chemical Securities
Inc., LTV, Sumitomo metal Industries, Ltd. and British Steel plc and all
Financing Documents (as defined in the Trico Transaction Agreement) entered into
on or after May 2, 1995 that are substantially consistent with and implement the
terms of such Commitment Letter.
"United Steelworkers" has the meaning set forth in Section
10.4(b).
"Working Capital Facilities" has the meaning set forth in
Section 10.3(b).
Section 1.2. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.
Section 1.3. TERMS GENERALLY. The definitions in this
Agreement shall apply equally to both the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. All the agreements or
instruments defined in this Agreement shall mean such agreements or instruments
as the same may from time to time be supplemented or amended or the terms
thereof waived or modified to the extent permitted by, and in accordance with,
the terms hereof and thereof. All references herein to Articles, Sections and
Exhibits shall be deemed references to Articles and Sections of,
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and Exhibits to, this Agreement unless the context shall otherwise require. The
words "herein", "hereof", "hereunder" and other words of similar import refer to
this instrument as a whole and not to any particular Article, Section or other
subdivision unless clearly stated otherwise.
ARTICLE II
PLAN MANAGEMENT
Section 2.1. PLAN MERGER. The PBGC will not assert any
objection to a merger, in accordance with the requirements of section 414(1) of
the IRC, and regulations thereunder, among any of the LTV Steel (J&L) Hourly
Pension Plan, the LTV Steel (Republic) Hourly Pension Plan, the 1992 LTV Steel
(J&L) Hourly Pension Plan and the 1992 LTV Steel (Republic) Hourly Pension Plan
(any plan formed by such a merger, a "Merged Plan"), should LTV and LTV Steel
desire to effect such mergers. If such mergers shall occur, for all purposes of
this Agreement references herein to the "Restored Plans" shall be interpreted
after the date of such merger as referring collectively to the Xxxxx & Xxxxxxxx
Retirement Plan, the 1992 J&L Salaried Retirement Plan and the Merged Plans.
Section 2.2. PLAN SPLITS. LTV Steel has adopted the 1992 LTV
Steel (J&L) Hourly Pension Plan, the 1992 LTV Steel (Republic) Hourly Pension
Plan and the 1992 J&L Salaried Retirement Plan, such plans having been created
by spinoffs from the LTV Steel (J&L) Hourly Pension Plan, the LTV Steel
(Republic)
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Hourly Pension Plan and the Xxxxx & Xxxxxxxx Retirement Plan, respectively, in
transactions intended to meet the requirements of section 414(1) of the IRC and
regulations thereunder. For all purposes of this Agreement, except where the
context clearly requires otherwise, with respect to periods of time on or after
the effective date of the spinoffs, any reference to the LTV Steel (J&L) Hourly
Pension Plan shall be deemed to include the 1992 LTV Steel (J&L) Hourly Pension
Plan, any reference to the LTV Steel (Republic) Hourly Pension Plan shall be
deemed to include the 1992 LTV Steel (Republic) Hourly Pension Plan, any
reference to the Xxxxx & Xxxxxxxx Retirement Plan shall be deemed to include the
1992 J&L Salaried Retirement Plan, and any reference to the Restored Plans shall
be deemed to include the 1992 LTV Steel (J&L) Hourly Pension Plan, the 1992 LTV
Steel (Republic) Hourly Pension Plan and the 1992 J&L Salaried Retirement Plan.
ARTICLE III
RESTORATION PAYMENT SCHEDULE ORDERS
Section 3.1. ISSUANCE OF RESTORATION PAYMENT SCHEDULE ORDERS.
As of July 19, 1996, the PBGC issued three revised Restoration Payment Schedule
Orders (each, a "RPSO"), as described in 29 C.F.R. section 4047.3(b) (the
"Original RPSOs"), which modified the Restoration Payment Schedules (each, an
"RPS") established by the RPSO dated as of August 12, 1991 with respect to each
of the Restored Plans (as modified, each, an "Original
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RPS" and collectively, the "Original RPSs"). On or before December 31, 1999, the
PBGC will issue further revised Restoration Payment Schedule Orders (the "New
RPSOs"), which will modify the Original RPSs with respect to each of the Plans
(as further modified, each, a "New RPS" and collectively, the "New RPSs") to
take into account the terms of this Agreement. As revised, each New RPS will
provide for amortization, in equal quarterly amounts, over 20 years of the
outstanding balance as of December 31, 2000 of the initial restoration
amortization base (as defined in IRC regulation section 1.412(c)(1)-3(b)(1))
with respect to each Restored Plan. The outstanding balance of the initial
restoration amortization base as of December 31, 2000 shall be reduced by the
discounted value of the quarterly payment due January 15, 2001. The New RPSOs
shall also contain provisions to the substantive effect that (i) IRC regulation
section 1.412(c)(1)-3(d) prescribes how the quarterly payment amounts prescribed
by the New RPSs which are due before the end of the Plan Year are charged to the
Funding Standard Accounts; and (ii) quarterly payment amounts prescribed by the
New RPSs which are due after the end of the Plan Year must be discounted at the
valuation interest rate to the last day of the Plan Year in order to determine
the charge to the Funding Standard Accounts. The PBGC agrees that it will
provide LTV with a reasonable opportunity to review and comment on the New RPSOs
before their issuance. The parties agree that PBGC has authority to issue RPSOs
as described in this Agreement.
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Section 3.2. AMENDMENT OF RPSOS. As long as no member of the
LTV Controlled Group is in default of any of its obligations or agreements under
this Agreement or the Original RPSOs or the New RPSOs, as applicable, the PBGC
will not amend the Original RPSOs or the New RPSOs, as applicable, without the
consent of LTV, EXCEPT as provided in Section 3.1 of this Agreement or to the
extent such amendment is required by mandatory provisions of Applicable Law
(without giving effect to modifications thereof effected by the PBGC (other than
the repeal described in Section 4.2)) or is necessary to correct errors relating
to valuation or as otherwise provided pursuant to Article XII. If terminated,
this Agreement, following such termination, shall not prevent the PBGC from
amending such Original RPSOs or New RPSOs, as applicable, or LTV from
challenging such amendment, all subject to the requirements of Applicable Law.
Section 3.3. FUNDING CREDIT BALANCES. Any funding credit
balance in the Funding Standard Account for each of the Restored Plans,increased
and decreased after the Effective Date as provided in section 412 of the IRC and
the rules thereunder (including both proposed and temporary rules) shall, as of
any time of determination, be hereinafter referred to as a "Funding Credit
Balance". A minimum Funding Credit Balance shall be maintained in the Funding
Standard Account for each Restored Plan as follows: for the LTV Steel (J&L)
Hourly Pension Plan, $36,265,785; for the LTV Steel (Republic) Hourly Pension
Plan, $15,477,609; for the Xxxxx & Xxxxxxxx Retirement Plan,
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$6,645,517; for the 1992 LTV Steel (J&L) Hourly Pension Plan, $99,853,492; for
the 1992 LTV Steel (Republic) Hourly Pension Plan, $90,804,670; and for the 1992
J&L Salaried Retirement Plan, $50,952,927. If at the end of any Plan Year, the
Funding Credit Balance of one or more of the Restored Plans shall be less than
the minimum, LTV shall make, by July 15 of the following year, additional
contributions, in excess of any other contributions required by Applicable Law
or under this Agreement, to the extent necessary to achieve the minimum Funding
Credit Balance required by this Section 3.3; PROVIDED, that LTV shall not be
required to make such additional contributions (i) in any year in excess of
$50,000,000 in the aggregate to all of the Restored Plans, or (ii) to the extent
that such contribution would not be deductible under Section 404 of the IRC. For
purposes of the preceding sentence, deductibility shall be determined using the
lowest interest rate in the permissible range for determining current liability
under Section 412(1) of the IRC.
Section 3.4. RPSO OBLIGATIONS UNAFFECTED. Nothing in this
Agreement shall affect the obligations of the LTV Controlled Group under
Applicable Law to make payments to the Restored Plans pursuant to the Original
RPSOs or the New RPSOs, as applicable.
Section 3.5. DEFERRAL REGULATIONS. This Agreement shall not
affect the provisions with respect to deferral set forth in 26 C.F.R. section
1.412(c)(1)-3(c)(4) (and companion PBGC regulations, if any) or the rights and
remedies thereunder.
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ARTICLE IV
CONTRIBUTIONS
Section 4.1. JOINT AND SEVERAL OBLIGATIONS. Notwithstanding
anything to the contrary contained in this Agreement, and notwithstanding that
certain of the provisions of this Agreement are silent as to the Person or
Persons liable for the applicable contributions, payments or obligations, each
member of the LTV Controlled Group shall be jointly and severally liable for the
contributions, payments and obligations required under or imposed by this
Agreement, including, without limitation, those specified in Sections 3.3, 4.2
and 12.2(c).
Section 4.2. GATT EXEMPTION. (a) LTV acknowledges that PBGC
may seek repeal of the exemption in Section 769(a)(1) of Public Law 103-465
effective January 1, 2000, or later. LTV recognizes that repeal is appropriate
in light of the matters provided for in this amendment and restatement of the
Original Agreement, and agrees not to oppose any such efforts by PBGC.
(b) Whether or not Section 769(a)(1) of Public Law 103-465 has been
repealed, LTV agrees to fund the Restored Plans and otherwise act with respect
to the Restored Plans as if Section 769(a)(1) had been repealed effective
January 1, 2000.
ARTICLE V
SATISFACTION; LITIGATION
Section 5.1. SATISFACTION OF REPUBLIC RETIREMENT PLAN CLAIM.
(a) On the Effective Date, all members of the LTV Controlled Group were
discharged for any and all liability under
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Title IV of ERISA with respect to the termination of the Republic Retirement
Plan (except for liability to the Section 4049 Trust pursuant to 29 U.S.C.
section 1362(c)(Supp. IV, 1986)), such claims having been settled as provided in
the Original Agreement.
(b) This Agreement, and the payment prior to the date hereof
of certain notes heretofore issued by LTV Steel to the PBGC, fully satisfies any
and all liability of all members of the LTV Controlled Group to the PBGC for
assumption of the Republic Retirement Plan, the PBGC hereby releases LTV and
each member of the LTV Controlled Group from any such liability, and under no
circumstances in the future shall the PBGC restore the Republic Retirement Plan
under ERISA.
Section 5.2. LTV AFFIRMATION OF CERTAIN OBLIGATIONS. LTV and
each of the other members of the LTV Controlled Group hereby affirm and agree
that (i) LTV Steel has assumed the maintenance and sponsorship of the Restored
Plans, (ii) the members of the LTV Controlled Group have various statutory
liabilities to the Restored Plans under ERISA, under section 412 of the IRC and
the regulations thereunder and under 00 X.X.X. xxxxxxx 0000, (xxx) the members
of the LTV Controlled Group will fully comply with such liabilities, and (iv)
any discharge shall not affect the rights or obligations hereunder, nor affect
in any way the liability of the LTV Controlled Group under Section 302 of ERISA
or Section 412 of the IRC and regulations thereunder for minimum funding
contributions to the Restored Plans, nor affect in any way the liability of the
LTV
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Controlled Group for any termination of any pension plan that occurs after the
Effective Date.
Section 5.3. RELEASE OF THE PBGC. On the Effective Date, each
member of the Initial LTV Group released the PBGC and its agents, advisors and
representatives, and its Affiliates, including, without limitation, its current
and former officers, directors, employees and fiduciaries, of and from any and
all claims, obligations, rights, causes of action and liabilities (other than
the right to enforce the PBGC's obligations under this Agreement) which such
Person may have been entitled to assert, whether known or unknown, foreseen or
unforeseen, then existing or thereafter arising, based in whole or in part on
any act, omission or other occurrence taking place on or prior to the Effective
Date in any way relating to the PBGC, and each such member of the Initial LTV
Group which is a party to this Agreement reaffirms such release as of the date
hereof.
ARTICLE VI
MERGERS, CONSOLIDATIONS, ETC.; DIVIDEND RESTRICTIONS
Section 6.1. DISPOSITIONS AND ACQUISITIONS OF ASSETS. (a)
Without the PBGC's prior written approval, no member of the LTV Consolidated
Group shall sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of transactions) all or any part of its assets or any capital stock
of any Subsidiary, EXCEPT that (i) each member of the LTV Consolidated Group may
sell, transfer, lease or otherwise dispose
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of property and assets in the ordinary course of business; (ii) this Section
6.1(a) shall not apply to assets acquired after the Effective Date or hereafter
acquired, other than those acquired for the purpose of maintaining, improving or
replacing the level of finished steel production capacity at the Effective Date;
(iii) this Section 6.1(a) shall not prohibit sales, leases or transfers from LTV
or a direct or indirect wholly-owned Subsidiary of LTV to LTV or to another
direct or indirect wholly-owned Subsidiary of LTV; (iv) this Section 6.1(a)
shall not prohibit sales, transfers, leases or other dispositions of other real
or personal property determined by the Board of Directors of LTV to be no longer
useful or necessary in the operation of LTV or other members of the LTV
Consolidated Group, or otherwise in the best interest of LTV or the LTV
Consolidated Group, and which do not exceed in the aggregate $150,000,000 in any
year; (v) the Trico Joint Venture and each LTV Trico Entity may sell, transfer,
lease or otherwise dispose of property and assets as contemplated by the Trico
Transaction Documents as in effect on May 2, 1995; (vi) this Section 6.1(a)
shall not apply to the sale or lease of assets forming part of a sale and
leaseback transaction otherwise permitted by this Agreement; and (vii) this
Section 6.1(a) shall not prohibit the pledge, sale, or transfer of senior
secured notes or subordinated unsecured notes by LTV or any member of the LTV
Consolidated Group pursuant to any financing arrangement otherwise permitted by
this Agreement.
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(b) Without the PBGC's prior written approval, no member of the LTV
Consolidated Group shall acquire, through merger, consolidation, purchase of
shares, purchase of assets or otherwise, the business of another Person not a
member of the LTV Consolidated Group if, at the time of such acquisition, the
present value of the "benefit liabilities" (as that term is defined in Title IV
of ERISA) of the defined benefit pension plans of such Person or for which such
Person is liable, valued on a termination basis, using assumptions prescribed in
regulations of the PBGC, exceeds the fair market value of the assets of such
plans by more than $300 million.
(c) Notwithstanding anything to the contrary contained in this
Agreement, each member of the LTV Controlled Group shall ensure that any Person
merged into or consolidated with any member of the LTV Controlled Group or into
which any member of the LTV Controlled Group shall merge or with which any
member of the LTV Controlled Group shall consolidate or any Person purchased or
otherwise acquired by any member of the LTV Controlled Group or which otherwise
becomes a member of the LTV Controlled Group or succeeds to the rights or
obligations of any member of the LTV Controlled Group hereunder shall agree in
writing with LTV and the PBGC and shall execute such other documents or
instruments as may be necessary or desirable to be jointly and severally liable
under this Agreement and to be bound by the terms and provisions of this
Agreement as if it had been a
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member of the LTV Controlled Group; PROVIDED that the agreements, obligations
and liabilities of each or any LTV Trico Entity under this Section 6.1(c) shall
be subject to the Trico Subordination and Standstill Agreement.
(d) Notwithstanding anything to the contrary contained in this
Agreement, without the prior written consent of the PBGC, no member of the LTV
Controlled Group may (i) merge into or consolidate with or be merged into or
consolidated with any other Person, (ii) purchase or otherwise acquire any
stock, assets or other properties, (iii) sell, transfer or otherwise dispose of
any stock, assets or other properties, or (iv) take any other action, if, in any
such case, the result thereof shall be that any Person that prior to such event
or action is a member of the LTV Controlled Group shall after such event or
condition no longer be a member of the LTV Controlled Group; PROVIDED, that this
Section 6.1(d) shall not prohibit one or more members of the LTV Controlled
Group from merging into or consolidating with another member of the LTV
Controlled Group; PROVIDED, FURTHER, that the surviving or resulting Person
shall be a member of the LTV Controlled Group and shall comply with Section
6.1(c); PROVIDED, FURTHER, that this Section 6.1(d) shall not prohibit Trico
Sales Co. from ceasing to be a member of the LTV Controlled Group in the manner
contemplated by Section 3.05, 10.2, 15.04, 15.06 or 15.07 of the Amended and
Restated Limited Liability Company Agreement of the Trico Joint Venture or
Section 5.01 of the Trico Transaction Agreement, each as in effect on May 2,
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1995; and PROVIDED, FURTHER, that this Section 6.1(d) shall not apply to any
transaction involving a member of the LTV Controlled Group which has an Equity
Fair Market Value of less than $150 million. As used herein, "Equity Fair Market
Value" means the price which could be negotiated in an arms-length free market
transaction, for cash between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction, for the
entire shareholder, member, partnership or other equity interest in the member
of the LTV Controlled Group under consideration. Equity Fair Market Value shall
be determined in the good faith reasonable judgment (x) of any executive officer
of LTV, if not in excess of $25,000,000, or (y) by the Board of Directors of
LTV, if in excess of $25,000,000, and a copy of the certification of such
officer, or the resolution of the Board, as applicable, shall be delivered to
the PBGC within 30 days after the completion of the relevant transaction.
Section 6.2. DIVIDENDS AND OTHER DISTRIBUTIONS. (a) Until
December 31, 2001, LTV may, if the conditions set forth in (A) and (B) below are
satisfied or if the PBGC has otherwise given its express prior approval, (i)
declare or pay dividends or make other distributions in respect of its capital
stock (other than dividends or distributions to the extent payable in shares of
its capital stock, which may be made whether or not the following conditions are
met), or (ii) purchase,
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redeem or otherwise acquire or retire for value shares of its capital stock or
options, warrants or other rights to acquire shares of such stock or set aside
amounts for any such purpose, or (iii) permit any member of the LTV Consolidated
Group to declare or pay to Persons not members of the LTV Controlled Group
dividends or make other distributions to Persons not members of the LTV
Controlled Group in respect of any of the capital stock of such member (other
than dividends or distributions to the extent payable in shares of its capital
stock, which may be made whether or not the following conditions are met) or
(iv) permit any member of the LTV Consolidated Group to purchase, redeem or
otherwise acquire or retire for value from Persons not members of the LTV
Controlled Group shares of its capital stock or any options, warrants or other
right to acquire shares of such stock or set aside any amount for any such
purpose; PROVIDED, that (A) after giving effect, as if paid, to the proposed
dividend, distribution, payment or setting apart of a fund, the aggregate amount
of such dividends, distributions and payments declared or made and funds set
apart after the Effective Date (other than dividends or distributions to the
extent payable in capital stock as hereinbefore provided), would not exceed (x)
the sum of (1) the Consolidated Net Income, if any, of the LTV Consolidated
Group for the period (treated as a single accounting period) from the Effective
Date to the end of the most recent completed fiscal quarter preceding the date
of computation (or if there shall be a Consolidated Net Loss for such period,
minus 100% of the
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Consolidated Net Loss), (2) the aggregate net consideration received by LTV
subsequent to the Effective Date, from the issuance and sale or exchange of any
shares of its capital stock (or rights or warrants to purchase or subscribe
thereto) and (3) the aggregate net consideration received by other members of
the LTV Consolidated Group subsequent to the Effective Date, from the issuance
and sale or exchange to or with Persons who are not members of the LTV
Consolidated Group of any shares of their capital stock (or rights or warrants
to purchase or subscribe thereto) LESS (y) all such dividends, distributions and
payments made and funds set apart for such purpose during such period; and (B)
no Default or Event of Default shall have occurred and be continuing under this
Agreement; PROVIDED, HOWEVER, that the provisions of this Section 6.2 shall not
prevent the payment of any dividend on any such capital stock within sixty days
after the date of declaration thereof if at the date thereof such declaration
complied with the provisions of this Section 6.2 nor the purchase, for a price
not to exceed an aggregate of $2 million in any Calendar Year, of shares of LTV
common stock (x) to distribute to current or former employees, officers or
directors of LTV and its Subsidiaries, (y) from current or former employees,
officers or directors of LTV and its Subsidiaries or (z) otherwise in order to
distribute as employee compensation.
(b) In the case of shares of capital stock issued for property other
than cash, or any distribution of property other than cash, the amount of
consideration received or property
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distributed, as the case may be, shall for the purposes of this Section 6.2 be
deemed the fair value of such property as determined in good faith by the Board
of Directors of LTV.
(c) From and after December 31, 2001, LTV may (i) declare or pay
dividends or make other distributions in respect of its capital stock, or (ii)
purchase, redeem or otherwise acquire or retire for value shares of its capital
stock or options, warrants or other rights to acquire shares of such stock or
set aside amounts for any such purpose, or (iii) permit any member of the LTV
Consolidated Group to declare or pay to Persons not members of the LTV
Controlled Group dividends or make other distributions to Persons not members of
the LTV Controlled Group in respect of any of the capital stock of such member,
or (iv) permit any member of the LTV Consolidated Group to purchase, redeem or
otherwise acquire or retire for value from Persons not members of the LTV
Controlled Group shares of its capital stock or options, warrants or other
rights to acquire shares of such stock or set aside any amount for any such
purpose, in each case, without restriction hereunder; PROVIDED, HOWEVER, that
LTV shall not, directly or indirectly, declare, pay or make any Extraordinary
Distribution or permit any member of the LTV Consolidated Group, directly or
indirectly, to declare, pay or make any Extraordinary Distribution to Persons
not members of the LTV Controlled Group. For purposes of this Section 6.2(c),
the term "Extraordinary Distribution" shall mean a dividend or other
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distribution in respect of capital stock, of cash, property or assets of any
member of the LTV Consolidated Group in excess of ordinary quarterly dividends
consistent with past practice, as increased from time to time, declared by the
Board of Directors of LTV or such member, as the case may be, but shall not
include dividends or distributions (x) payable in shares of LTV's capital stock
or (y) which would be exempt from the provisions of Section 6.1(d) by operation
of the last PROVISO set forth therein.
ARTICLE VII
CONDITIONS
Section 7.1. CONDITIONS TO OBLIGATIONS OF LTV. The obligations
of LTV and the other members of the LTV Controlled Group under this Agreement
are subject to the satisfaction (or waiver by LTV) of the following conditions:
(a) On the date hereof, all representations and warranties of
the PBGC contained herein shall be true and correct in all material respects;
and
(b) There shall not exist any judgment, order, injunction or
other restraint precluding the consummation of, or materially affecting the
rights, obligations or performance of any of the parties with respect to, the
transactions contemplated by this Agreement.
Section 7.2. CONDITIONS TO OBLIGATIONS OF THE PBGC. The
obligations of the PBGC under this Agreement are subject to the satisfaction (or
waiver by the PBGC) of the following conditions:
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(a) On the date hereof, (i) there shall exist no Default or
Event of Default under this Agreement or under the Original Agreement, and (ii)
all representations and warranties of LTV and each member of the LTV Controlled
Group contained herein shall be true and correct in all material respects; and
(b) There shall not exist any judgment, order, injunction or
other restraint precluding the consummation of, or materially affecting the
rights, obligations or performance of any of the parties with respect to, the
transactions contemplated by this Agreement.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1. ENTIRE AGREEMENT. This Agreement and the
Transaction Agreement contain the entire and exclusive agreement and
understanding of the parties and supersede all prior agreements, understandings,
commitments and proposals, oral or written, between the parties relating to the
subject matter hereof, and no other agreement or understanding exists except as
expressly set forth herein. The parties agree that should a court be called upon
to interpret any provision of this Agreement, previous drafts shall not be used
by any party in any manner to support its interpretation of the meaning of this
Agreement. Each party and counsel for each party hereto have reviewed this
Agreement and have participated in its drafting and, accordingly, no party shall
attempt to invoke the normal rule of construction to the effect that ambiguities
are to be
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resolved against the drafting party in any interpretation of this Agreement.
Section 8.2. GOVERNING LAW AND JURISDICTION.
(a) This Agreement shall be interpreted in accordance with and
governed by the law of the State of New York, except to the extent preempted by
Federal law.
(b) Each member of the LTV Controlled Group hereby irrevocably
appoints LTV as its agent for service of process in respect of any action or
proceeding with respect to any dispute arising under or pertaining to this
Agreement.
(c) Any lawsuit or claim arising under or relating to this
Agreement shall be brought in a United States District Court of competent
jurisdiction.
Section 8.3. MODIFICATIONS. This Agreement (excluding the
Original RPSOs and New RPSOs) may be waived, modified or amended only pursuant
to a written agreement entered into by the PBGC and LTV, and such waiver,
modification or amendment shall not require the concurrence, approval or consent
of any other Person, whether or not such Person has or claims any rights or
obligations hereunder, express or implied, by agreement or at law or in equity.
Section 8.4. AUTHORITY. Each member of the LTV Controlled
Group hereby warrants and represents that (a) it is a duly organized and validly
existing corporation or other entity and is in good standing under the laws of
the jurisdiction in which it is incorporated or organized, (b) it has all
requisite
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power and authority to execute, deliver and perform this Agreement and each
other agreement or instrument contemplated hereby to which it is or will be a
party or by which it or any of its property is bound, (c) the execution and
delivery of this Agreement by it has been duly authorized by all necessary
corporate or other action and the performance by it of this Agreement and each
other agreement or instrument contemplated hereby have been duly authorized by
all requisite action by it and (d) this Agreement has been duly executed and
delivered and constitutes a legal, valid and binding obligation of each Person
in the LTV Controlled Group in accordance with its terms, and each other
agreement or instrument contemplated hereby will constitute, a legal, valid and
binding obligation of each Person in the LTV Controlled Group, in each case in
accordance with its respective terms. The PBGC hereby warrants and represents
that it has authority to sign this Agreement and that all necessary corporate or
other appropriate action has been taken to cause it to possess such authority.
Section 8.5. NOTICES. Any notice, consent, approval or other
communication required or permitted under this Agreement shall be in writing and
shall be delivered by hand or overnight courier service, sent by telefacsimile
transmission or other wire transmission (with request for assurance of receipt
in a manner customary for communications of such respective type), or by
certified or registered mail, postage prepaid, and shall be deemed duly given
when so delivered or sent by telefacsimile
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transmission or if sent by overnight courier service, on the first Business Day
after dispatch by overnight courier, or if sent by certified or registered mail,
five Business Days after the date of dispatch to the following respective
addressees at the address or telefacsimile number set forth below: To LTV and
members of the
LTV Controlled Group: The LTV Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: General Counsel
Telefacsimile No.:
(000) 000-0000
To the PBGC: Chief Negotiator
Pension Benefit Guaranty
Corporation
Xxxxx 000
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telefacsimile No.:
(000) 000-0000
with copies to:
General Counsel
Pension Benefit Guaranty
Corporation
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telefacsimile No.:
(000) 000-0000
or to such other Persons or addresses as any Person entitled to notice hereunder
may from time to time designate by notice in accordance with this Section 8.5 to
the other party or parties. If the effective date of notice shall fall upon a
day that is not a Business Day, notice shall not be deemed effective until the
next Business Day.
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Section 8.6. NO WAIVER. No failure of any party to this
Agreement to enforce at any time any of the provisions of this Agreement or to
exercise any option under this Agreement and no course of dealing between or
among any member of the LTV Controlled Group and the PBGC shall be construed to
be a waiver of any such provision or option, or shall in any way affect the
validity of this Agreement or the right of any party to enforce each and every
one of its provisions or options.
Section 8.7. BENEFITS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective permitted
successors and assigns. This Agreement shall also be binding upon and inure to
the benefit of any permitted purchaser of all or substantially all of the assets
of LTV or any member of the LTV Controlled Group. Notwithstanding the foregoing,
neither LTV nor any member of the LTV Controlled Group shall have the right to
assign any of its rights hereunder or interest herein or delegate any obligation
hereunder without the prior written consent of the PBGC. Wherever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to refer to and include the permitted successors and assigns of such
party, and all covenants, promises and agreements by or on behalf of any party
that are contained in this Agreement shall bind and inure to the benefit of
their respective permitted successors and assigns.
Section 8.8. EXECUTION. This Agreement may be executed in any
number of identical counterparts, each of which
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shall be an original as against the party who signed it, and all of which
together shall constitute one and the same instrument. No party to this
Agreement shall be bound by this Agreement until a counterpart has been executed
by or on behalf of each party hereto.
Section 8.9. CAPTIONS. The captions to the several Articles
and Sections of this Agreement and the table of contents have been inserted for
convenience of reference only and shall not in any way affect the meaning or
construction of any provision of this Agreement.
Section 8.10. SEVERABILITY. Any provision of this Agreement
that shall be prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.
Section 8.11. SURVIVAL. The obligations, agreements,
indemnities, representations, and warranties contained in this Agreement shall
not be affected by and shall survive and shall continue in effect following the
execution and delivery of this Agreement, and shall be and continue in effect
notwithstanding any waiver of compliance with any of the terms, provisions, or
conditions of this Agreement.
Section 8.12. TERMINATION. This Agreement shall terminate on
the earlier of the Investment Grade Date or January 16, 2021.
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ARTICLE IX
REPRESENTATIONS AND WARRANTIES
Section 9.1. GENERAL REPRESENTATIONS AND WARRANTIES. LTV and
each of the members of the LTV Controlled Group represents and warrants to the
PBGC, and the PBGC represents and warrants to LTV and each of the members of the
LTV Controlled Group, that it has full power and authority to enter into this
Agreement and that this Agreement constitutes a legal, valid, and binding
obligation of LTV and each of the members of the LTV Controlled Group or the
PBGC, as the case may be, enforceable against LTV and each of the members of the
LTV Controlled Group or the PBGC, as the case may be, in accordance with its
terms.
Section 9.2. ADDITIONAL LTV REPRESENTATIONS AND WARRANTIES.
Each Person in the LTV Controlled Group represents and warrants to the PBGC
that:
(a) NO VIOLATION. As of the date of this Agreement, none of
the execution, delivery or performance by each Person in the LTV Controlled
Group of this Agreement or any other agreement or instrument contemplated hereby
(i) will violate (A) any provision of Applicable Law, or the certificate of
incorporation or bylaws (or similar governing documents) of such Person or (B)
any indenture, agreement or other instrument to which any Person in the LTV
Controlled Group is a party or by which such Person or any of such Person's
property is bound, (ii) will conflict with or result in a breach of any of the
terms,
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covenants, conditions or provisions of any such indenture, agreement or
instrument, or constitute (with notice or lapse of time or both) a default
thereunder, or result in the creation or imposition of (or the obligation to
create or impose) any lien upon any property or assets of any member of the LTV
Controlled Group pursuant to any such indenture, agreement or other instrument.
(b) TRUE AND COMPLETE DISCLOSURE, NO MATERIAL MISSTATEMENTS.
All factual information provided herein or heretofore provided in connection
with this Agreement was true and accurate in all material respects on the date
as of which such information was dated or certified.
(c) PERSONS UNDER COMMON CONTROL. The Persons listed on the
execution page hereof as the members of the LTV Controlled Group constitute all
of the Persons who, as of the date of this Agreement, are under common control
with LTV within the meaning of section 4001(b)(1) of ERISA and sections
414(b)-(c) of the IRC.
ARTICLE X
ADDITIONAL COVENANTS AND AGREEMENTS
Section 10.1. FURTHER ASSURANCES. Each of the parties to this
Agreement agrees to execute any and all further documents, agreements and
instruments, and take all further action, which may be required under Applicable
Law, or which another party may reasonably request in order to effectuate the
transactions contemplated hereby.
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Section 10.2. INFORMATION COVENANTS. LTV will furnish to the
PBGC the following data, which the PBGC will treat in the manner provided in
Section 10.5:
(a) ANNUAL CERTIFICATE BY PUBLIC ACCOUNTING FIRM. Within 105
days after the close of each fiscal year of LTV, a certificate of an independent
certified public accounting firm of recognized national standing stating that in
the course of its regular audit of the business of LTV, which audit was
conducted in accordance with generally accepted auditing standards, after review
of this Agreement, such accounting firm has obtained no knowledge of any Default
or Event of Default (including, without limitation, one with respect to the
financial covenants contained herein) which has occurred and is continuing or,
if in the opinion of such accounting firm such a Default or Event of Default has
occurred and is continuing, a statement as to the nature and period of existence
thereof, all of the foregoing to be in form and substance satisfactory to the
PBGC.
(b) ANNUAL OFFICER'S CERTIFICATE. At the time of the delivery
of the certificate provided for in clause (a) above, a certificate of the chief
financial officer, controller, chief accounting officer or other Authorized
Officer of LTV to the effect that no Default resulting from a failure to comply
with any of the provisions of Sections 3.3, 6.1, 6.2, 10.3, 10.4 or to make the
due and punctual payment of any contribution required by the Original RPSOs or
the New RPSOs, or Event of Default exists or, if any such Default or Event of
Default does exist, specifying the nature and extent thereof.
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(c) NOTICE OF DEFAULT, EVENT OF DEFAULT OR LITIGATION.
Promptly, and in any event within five days after any member of the LTV
Consolidated Group obtains knowledge thereof, notice of (i) the occurrence of
any condition or event which constitutes a Default resulting from a failure to
comply with any of the provisions of Sections 3.3, 6.1, 6.2, 10.3, or 10.4, or
to make the due and punctual payment of any contribution required by the
Original RPSOs or the New RPSOs, or an Event of Default, which notice shall, in
each case, specify the nature thereof, the period of existence thereof and what
action LTV (or such member) proposes to take with respect thereto, and (ii) any
litigation or governmental proceeding pending against any member of the LTV
Consolidated Group which is likely to have a material adverse effect on the
business, properties, assets, condition (financial or otherwise) or prospects of
the LTV Consolidated Group taken as a whole or the ability of the LTV
Consolidated Group to perform its obligations hereunder.
(d) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy
of each other report or "management letter" submitted to LTV by their
independent accountants in connection with any annual audit made by them of the
books of the LTV Consolidated Group.
(e) ACTUARIAL VALUATION REPORTS; IRS FORM 5500. (i) As soon as
delivered to LTV following completion by the actuary for a Restored Plan, the
annual actuarial valuation report required pursuant to IRC section 412(c)(9) and
the rules
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and regulations promulgated thereunder for such Restored Plan, (ii) when filed
with the IRS, (A) IRS Form 5500 filings (together with all attachments) for the
Restored Plans, (B) funding waiver requests with respect to any of the Restored
Plans, and (C) notification of any spin-off, merger or change of Plan Sponsor
with respect to any of the Restored Plans, (iii) notification ten days prior to
the adoption of any amendment to any of the Restored Plans and (iv) as soon as
reasonably practicable, a quarterly statement of the assets of each Restored
Plan.
(e) OTHER INFORMATION. Promptly upon transmission thereof,
copies of any filings and registrations with the SEC by any member of the LTV
Consolidated Group and copies of all financial statements, proxy statements,
notices and reports as LTV shall send to its security holders and, with
reasonable promptness, such other information or document (financial or
otherwise) as the PBGC may reasonably request from time to time.
Section 10.3. SENIOR DEBT NEGATIVE COVENANTS.
(a) INCORPORATION OF CERTAIN SENIOR DEBT NEGATIVE COVENANTS.
LTV and each Applicable Member (as defined hereinafter) of the LTV Controlled
Group covenants and agrees with the PBGC that, on and after the date this
Agreement is executed, and so long as this Section 10.3(a) shall remain in
effect, LTV and each such Applicable Member shall be bound under this Agreement
by the terms of the Senior Debt Negative Covenants (as defined hereinafter) to
the same extent as if such covenants
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(along with all definitions pertaining to them) were set out herein in full.
For purposes hereof:
"Senior Debt Negative Covenants" means the negative covenants
set out in Section 4.05 (Limitation on Debt and Restricted Subsidiary Preferred
Stock), Section 4.07 (Limitation on Liens), and Section 4.13 (Limitation on Sale
and Leaseback Transactions) of the Indenture dated as of September 22, 1997,
among LTV, LTV Steel Company, Inc. as Guarantor, and The Chase Manhattan Bank,
as Trustee (the "Indenture"), as such negative covenants may be modified,
amended, or supplemented from time to time.
"Senior Notes" means the 8.20% Senior Notes issued by LTV
pursuant to the Indenture.
"Applicable Member" means each member of the LTV Controlled
Group to whom the Senior Debt Negative Covenants apply.
(b) EXPIRATION OF SENIOR DEBT NEGATIVE COVENANTS. The
provisions of Section 10.3(a) shall expire upon the repayment in full of the
Senior Notes, PROVIDED, HOWEVER, that if the Senior Notes are repaid by the
proceeds of new debt incurred by LTV (or "deemed repaid by the proceeds of new
debt," as defined below), the limitations (if any) on debt, liens, and sale and
leaseback transactions applicable to such new debt (as such limitations may be
modified, amended, or supplemented from time to time) shall replace the Senior
Debt Negative Covenants for
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purposes of this Agreement from and after the date of such repayment and LTV and
each Applicable Member of the LTV Controlled Group shall be bound by such
replacement covenants for so long as any portion of such new debt remains
outstanding; and PROVIDED, FURTHER, that if such new debt is Credit-Enhanced
Debt (as defined below) and if the limitations on debt, liens, and sale and
leaseback transactions applicable to such Credit-Enhanced Debt are more
favorable to LTV or the Applicable Members of the LTV Controlled Group than the
Senior Debt Negative Covenants, the Senior Debt Negative Covenants shall not be
replaced by the new covenants but shall instead remain in effect for purposes of
this Agreement.
For purposes hereof -
(1) the Senior Notes shall be "deemed repaid by the
proceeds of new debt" if, within 180 days (before or after)
repayment of the Senior Notes, LTV or any member of the LTV
Controlled Group incurs new debt (other than debt incurred
under LTV's Working Capital Facilities, as defined below)
whose aggregate principal amount is equal to or greater than
the greater of (x) $15 million and (y) 25% of the amount
outstanding on the Senior Notes 180 days before such
repayment.
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(2) Any repayment (or deemed repayment) of the Senior
Notes by the proceeds of new debt incurred by LTV shall be
construed to have occurred as of the date that the Senior
Notes were actually repaid (not the date of such debt
incurrence, if different).
(3) the determination of whether the limitations on
debt, liens, and sale and leaseback transactions applicable to
Credit-Enhanced Debt are more favorable to LTV or the
Applicable Members of the LTV Controlled Group than the Senior
Debt Negative Covenants shall be made in good faith by LTV and
shall be communicated in writing to PBGC at least 14 days
before LTV incurs such Credit-Enhanced Debt.
(4) "Credit-Enhanced Debt" means debt that is secured
or guaranteed by a pledge of collateral (other than accounts
receivable, inventory, and insurance proceeds or other
property incidental to accounts receivable or inventory), a
letter of credit, the guaranty of a person not then a member
of the LTV Controlled Group, or similar means.
(5) "Working Capital Facilities" means debt
facilities secured or guarantied primarily by a pledge of the
inventory, accounts receivable, proceeds of inventory or
accounts receivable, or any combination thereof, of one or
more members of the LTV Controlled Group.
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Expiration or replacement of any replacement covenants shall
be governed, MUTATIS MUTANDIS, by the foregoing provisions. Thus, for example,
if the Senior Notes are repaid by new debt and the covenants on debt, liens, and
sale and leaseback transactions applicable to such new debt replace the Senior
Debt Negative Covenants, the replacement covenants will expire upon the
repayment in full of the new debt, but if the new debt is later repaid (or
deemed repaid) by the proceeds of other new debt, the covenants on debt, liens,
and sale and leaseback transactions applicable to that other new debt will
replace the former covenants, and so on for any successive iterations.
The incurrence of new Credit-Enhanced Debt by LTV to repay the
Senior Notes (including any deemed repayment as defined in paragraph (1) above)
shall be permissible only if the aggregate amount of such Credit-Enhanced Debt
was permitted under the covenants as they existed under this Agreement
immediately before repayment of the Senior Notes. For purposes of this
paragraph, "Senior Notes" means the Senior Notes or any debt that has replaced
the Senior Notes as provided above in this Section 10.3(b).
(c) NOTICE OF EXPIRATION OR REPLACEMENT OF SENIOR DEBT
NEGATIVE COVENANTS. LTV shall promptly notify the PBGC in writing of any
modification of the Senior Debt Negative Covenants, the expiration of the Senior
Debt Negative Covenants, any replacement of the Senior Debt Negative Covenants
as provided
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in Section 10.3(b) above, and the modification, expiration or replacement of any
such replacement covenants, PROVIDED, HOWEVER, the failure of LTV to provide
such notice shall not affect the modification, expiration or replacement of the
Senior Debt Negative Covenants or any replacements thereof.
Section 10.4. ADDITIONAL NEGATIVE COVENANTS. Each member of
the LTV Controlled Group covenants and agrees with the PBGC that, on and after
the date this Agreement is executed, and so long as this Agreement shall remain
in effect, unless the PBGC shall otherwise consent in writing, no member of the
LTV Consolidated Group shall:
(a) TRANSACTIONS WITH AFFILIATES. Enter into any transaction
or series of transactions, whether or not in the ordinary course of business,
with any Affiliate which is not a member of the LTV Controlled Group or a direct
or indirect wholly-owned Subsidiary of LTV, other than on terms and conditions
substantially as favorable to LTV as would be obtainable by LTV at the time in a
comparable arm's-length transaction with a Person other than such an Affiliate;
PROVIDED, that the foregoing restrictions shall not apply to customary fees paid
to members of the Board of Directors of LTV or to transactions with joint
ventures with third-party participants either (i) existing on the date of this
Agreement or (ii) hereafter entered into on terms no more favorable to the
third-party participants therein than the terms applicable to the third-party
participants in such joint ventures existing on the
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date of this Agreement; and PROVIDED FURTHER, that this Section 10.4(a) shall
not apply to any transaction or series of transactions contemplated by or in
accordance with the Supply and Marketing Agreement, the Services Agreement or
the Administrative Services Agreement (each as defined in the Trico Transaction
Agreement and each as in effect on May 2, 1995).
(b) RESTRICTIVE AGREEMENTS. Enter into any indenture,
agreement, instrument or other arrangement which, directly or indirectly,
prohibits or restrains, or has the effect of prohibiting or restraining, or by
its terms imposes materially adverse conditions upon, the performance by any
member of the LTV Consolidated Group of any of the terms or conditions of this
Agreement or any other agreement or instrument contemplated hereunder to which
such Person is a party or is bound; PROVIDED, that this provision shall not be
violated by the execution and delivery of, or performance under, the Trico
Transaction Documents (or any amendments, modifications or supplements thereof
to the extent permitted under the definition of "Trico Transaction Documents")
or the Trico Subordination and Standstill Agreement, which is incorporated in
this Agreement by reference as if set forth fully herein, any financing
arrangement otherwise permitted by the terms of this Agreement, or the
Settlement Agreement dated as of September 10, 1992 with the United Steelworkers
of America, AFL-CIO-CLC (the "United Steelworkers"), the Collateral Trust
Agreement dated as of May 25, 1993 among LTV, LTV Steel, the United Steelworkers
and Bank
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One Ohio Trust Co., N.A., as Collateral Trustee, and the Open-End Mortgage,
Security Agreement and Fixture Filing dated June 28, 1993 by LTV Steel, as
Mortgagor, and Bank One Ohio Trust Co., N.A., as Mortgagee (in the respective
forms theretofore approved by the PBGC).
(c) LIMIT ON INVESTMENTS IN TRICO. At any time after May 2,
1995 make any capital contribution to or equity investment in (each such capital
contribution or equity investment being a "Trico Equity Investment"), or loan or
advance to (each such loan or advance, a "Trico Loan"; a Trico Loan or a Trico
Equity Investment being referred to herein as a "Trico Investment"), the Trico
Joint Venture or Trico Sales Co. if, after giving effect to such Trico
Investment, (i) the aggregate amount of such Trico Investments then outstanding
(net of equity distributions) would exceed $300 million, (ii) the aggregate
amount of such Trico Equity Investments then outstanding (net of equity
distributions) would exceed $250 million, or (iii) the aggregate amount of such
Trico Equity Investments then outstanding (net of equity distributions) would
exceed $200 million and the Trico Equity Investment in question would not, to
the extent of such excess amount, be applied by the Trico Joint Venture in
respect of capital expenditures.
Section 10.5. CONFIDENTIALITY. The PBGC will use reasonable
efforts to hold, and to cause its officers, directors, employees, accountants,
counsel, consultants, advisors and agents to hold, in confidence, unless
compelled to disclose by judicial
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or administrative process or by other requirements of law, all confidential
documents and information concerning LTV, the LTV Consolidated Group and the LTV
Controlled Group furnished to it as contemplated by this Agreement and marked as
confidential, proprietary or trade secret, except to the extent that such
information was (i) previously known on a nonconfidential basis by the PBGC (or
other Person covered by this provision), (ii) in the public domain through no
fault of the PBGC (or such other Person) or (iii) later lawfully acquired by the
PBGC (or such other Person) from sources other than LTV, the LTV Consolidated
Group or the LTV Controlled Group; PROVIDED, that the PBGC may disclose such
information to its officers, directors, employees, accountants, counsel,
consultants, advisors and agents in connection with the operation of this
Agreement so long as such Persons are informed by the PBGC of the confidential
nature of such information and are directed by the PBGC to treat such
information confidentially. The PBGC's obligation to hold any such information
in confidence or cause such information to be held in confidence shall be
satisfied if it exercises the same care with respect to such information as it
would take to preserve the confidentiality of its own similar information. All
information which, in LTV's judgment, constitutes confidential information which
is received by the PBGC pursuant to the provisions of this Agreement and marked
as confidential, proprietary or trade secret shall be treated by the PBGC as
exempt from disclosure under the Freedom of Information Act, 5
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U.S.C. section 552 ("FOIA"), pursuant to the exemptions thereto, including,
without limitation, the exemptions contained in 5 U.S.C. section 552(b)(4) for
confidential commercial and financial information and information received
pursuant to an agreement of confidentiality to the extent that such exemptions
apply to such information at the time a request under FOIA for disclosure of
such information is received by the PBGC.
ARTICLE XI
EVENTS OF DEFAULT
The following events shall, if occurring after the date hereof
or if occurring prior to the date hereof and continuing after the date hereof,
constitute events of default ("Events of Default") whether any such event shall
be voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body:
(a) CONTRIBUTIONS AND PAYMENTS. There shall be a default in
the due and punctual payment of any contribution required by Section 3.3, the
Original RPSs or the New RPSs; or
(b) REPRESENTATIONS, ETC. Any representation, warranty, or
statement of any member of the Initial LTV Group or the LTV Controlled Group
made in this Agreement shall prove to have been false or misleading in any
material respect when so made or furnished and such misrepresentation shall be
material at the time of discovery thereof and shall remain uncured; or any
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representation, warranty, statement or information of any member of the LTV
Controlled Group contained in any report, certificate, financial statement or
other instrument furnished in connection with or pursuant to this Agreement
shall prove to have been knowingly false or misleading in any material respect
when so made or furnished; or
(c) SPECIAL AGREEMENTS. Any member of the LTV Controlled Group
shall fail to perform or observe any term, covenant, condition or agreement to
be performed or observed by it under Section 6.1 or 6.2, and such failure shall
continue unremedied for a period of ten days after written notice thereof from
the PBGC to LTV; or
(d) COVENANTS. Any member of the LTV Controlled Group shall
fail to perform or observe any other term, covenant, condition or agreement to
be performed or observed by it hereunder, and such failure shall continue
unremedied for a period of thirty days after written notice thereof from the
PBGC to LTV; or
(e) DEFAULT UNDER OTHER AGREEMENTS. Any member of the LTV
Controlled Group shall (i) fail to pay any principal or interest, regardless of
amount, due in respect of any Indebtedness in a principal amount in excess of
$100,000,000, when and as the same shall become due and payable (as scheduled or
by acceleration, mandatory prepayment or otherwise), beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created; or (ii) fail
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to observe or perform any other term, covenant, condition or agreement relating
to any such Indebtedness or contained in (or any default or event of default
shall occur under) any instrument or agreement evidencing, securing or relating
thereto, if the effect of any such failure referred to in this clause (ii) is to
cause any such Indebtedness to become due or mandatorily required to be prepaid
prior to its stated maturity; or
(f) INVOLUNTARY BANKRUPTCY, ETC. An involuntary case or other
proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of LTV or LTV
Steel, or of a substantial part of the property or assets of LTV or LTV Steel,
under the Bankruptcy Code, as now constituted or hereafter amended, or any other
Federal or state bankruptcy, insolvency, receivership or similar law, whether
now or hereafter in effect, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for LTV or LTV Steel or
for a substantial part of the property or assets of LTV or LTV Steel or (iii)
the winding-up or liquidation of LTV or LTV Steel; and such proceeding or
petition is not controverted within fifteen days or shall continue undismissed
for ninety days, after commencement of the case; or an order or decree approving
or ordering any of the foregoing shall be entered; or
(g) VOLUNTARY BANKRUPTCY, ETC. LTV or LTV Steel shall (i)
voluntarily commence any proceeding or file any petition seeking relief under
the Bankruptcy Code, as now
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constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law, whether now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner in the sole opinion of the PBGC, any proceeding or the filing
of any petition described in paragraph (f) above, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for LTV or LTV Steel or for a substantial part of the property
or assets of LTV or LTV Steel, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors (vi) become unable, admit in
writing its inability, or fail generally to pay its debts as they become due or
(vii) take any action for the purposes of effecting any of the foregoing; or
(h) JUDGMENTS. One or more judgments, orders or decrees for
the payment of money in excess of $100,000,000 in the aggregate (to the extent
not paid or fully covered by insurance provided by a carrier that has
acknowledged coverage) shall be rendered against any one or more members of the
LTV Consolidated Group and the same shall not have been vacated, discharged,
stayed or bonded pending appeal for a period of thirty consecutive days from the
entry thereof; or
(i) VALIDITY OF THIS AGREEMENT. Any member of the LTV
Controlled Group or the LTV Consolidated Group shall assert for any reason that
this Agreement is not a legal, valid
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and binding obligation of the respective parties hereto, enforceable in
accordance with its terms.
ARTICLE XII
REMEDIES
Section 12.1. ACKNOWLEDGMENT. To the fullest extent permitted
by Applicable Law, the PBGC shall have the right to enforce the provisions of
this Agreement through any and all of the remedies provided in Section 12.2 or
otherwise available at law or in equity.
Section 12.2. REMEDIES OF THE PBGC. Upon the occurrence of any
Event of Default, and at any time thereafter so long as the same shall be
continuing, the PBGC may, at its option, take any or all of the following
actions as the PBGC in its sole discretion shall determine:
(a) The PBGC may apply for an order requiring performance,
whether for the specific performance of any term or agreement hereof or for an
injunction against the violation of any of the terms or provisions hereof or for
an appropriate show cause order, it being agreed that a remedy of money damages
shall be inadequate because the failure of LTV to comply strictly with the terms
hereof would cause irreparable injury to the PBGC and the Restored Plans;
(b) The PBGC may proceed to enforce its rights by any other
action, suit, remedy or proceeding authorized or permitted by this Agreement or
by law or by equity;
(c) In addition to all amounts unpaid which are
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due hereunder, the Plan Sponsor shall, upon written demand of the PBGC, pay to
the applicable Restored Plan, as liquidated damages for the PBGC's loss of a
bargain and not as a penalty, in the case of an Event of Default under paragraph
(a) of Article XI, an amount equal to the sum of (A) interest on the unpaid
amount (at the rate specified in 29 C.F.R. section 4062.7 or its successor
rate), PLUS (B) the greater of (x) interest on the unpaid amount (at the rate
specified in 29 C.F.R. section 4062.7 or its successor rate), or (y) an amount
equal to 20% of the unpaid amount (it being understood that any liquidated
damages payable under this subsection (c) shall constitute pension contributions
for all purposes of this Agreement);
(d) The PBGC may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have its claims or claims
of the Restored Plans asserted or upheld in any bankruptcy, receivership or
other judicial proceedings;
(e) The PBGC may proceed by appropriate court action to
recover damages to itself or to the Restored Plans, as applicable, for the
breach hereof;
(f) The PBGC may, subject to the provisions of Applicable Law,
modify the Original RPSOs or the New RPSOs to protect the Restored Plans from
such Event of Default and the consequences or potential consequences thereof and
to prevent future liability of the PBGC resulting from the failure of any member
of the LTV Controlled Group to make such payments or
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contributions to the Restored Plans;
(g) The PBGC may, by notice to LTV, rescind or terminate this
Agreement and exercise its rights under Applicable Law; and/or
(g) The PBGC may exercise any other right or remedy that may
be available to it under Applicable Law.
Section 12.3. FEES AND EXPENSES. LTV shall pay to the PBGC all
reasonable fees and expenses (including, without limitation, fees of its
attorneys and financial experts or advisors) incurred by the PBGC in connection
with the exercise of any of the remedies hereunder following the occurrences of
(i) an Event of Default under paragraph (a) of Article XI or (ii) an Event of
Default under paragraph (c) or (d) of Article XI resulting from a failure to
comply with Section 6.1, 6.2, 10.3 or 10.4 hereof, unless, with respect to the
period with respect to which such failure to comply occurred, the accounting
firm has delivered the statement as to the absence of knowledge of any Event of
Default at the time specified in and otherwise in accordance with the provisions
of Section 10.2(a).
Section 12.4. SURVIVAL OF LTV'S OBLIGATIONS. No exercise of
any remedy under this Article XII shall, except as specifically provided herein,
relieve LTV or any member of the LTV Controlled Group of any of its liabilities
and obligations hereunder, all of which shall survive any such exercise of
remedy.
Section 12.5. REMEDIES CUMULATIVE. To the extent
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permitted by, and subject to the mandatory requirements of, Applicable Law, each
and every right, power and remedy herein specifically given to the PBGC in this
Agreement shall be cumulative and shall be in addition to every other right,
power and remedy herein specifically given or now or hereafter existing at law,
in equity or by statute, ordinance or regulation, and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by the PBGC, and the exercise or the beginning of the exercise of any
power or remedy shall not be construed to be a waiver of the right to exercise
at the same time or thereafter any right, power or remedy. No delay or omission
by the PBGC in the exercise of any right, power or remedy or in the pursuit of
any remedy shall impair any such right, power or remedy or be construed to be a
waiver of any default on the part of LTV, members of the LTV Controlled Group or
members of the LTV Consolidated Group or to be an acquiescence therein. No
express or implied waiver by the PBGC of any Event of Default shall in any way
be, or be construed to be, a waiver of any future or subsequent Event of
Default. To the fullest extent permitted by Applicable Law, LTV, the members of
the LTV Consolidated Group and the members of the LTV Controlled Group hereby
waive any rights now or hereafter conferred by statute or otherwise that may
limit or modify any of the rights or remedies of the PBGC under this Article.
IN WITNESS WHEREOF, the parties to this Agreement
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have caused this Agreement to be duly executed and delivered by their respective
duly authorized officers or representatives as of the day and year first written
above.
PENSION BENEFIT GUARANTY
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Title: Deputy Executive Director & COO
-------------------------------
Date: 12/2/98
--------------------------------
THE LTV CORPORATION, on behalf
of itself and the LTV Controlled
Group listed below
By: /s/
-----------------------------------
Title: Executive VP & CFO
-------------------------------
Date: 12/2/98
--------------------------------
MEMBERS OF LTV CONTROLLED GROUP:
Georgia Tubing Corporation
Investment Bankers, Inc.
Inmobiliaria Nueva Icacos, S.A. de C.V.
Jalcite I, Inc.
Xxxxx & Xxxxxxxx Steel Incorporated
Xxxxxxxx International Insurance Ltd.
LTV Blanking Corporation
LTV Corporation, The (Wyoming)
LTV/EGL Holding Company
LTV Electro-Galvanizing, Inc.
LTVGT, Inc. (f/k/a Xxxxx-Xxxxxx, Inc.)
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LTVGT International, Inc. (f/k/a LTV
Holdings,Inc.)
Reomar, Inc.
Chateaugay Corporation
Republic Buildings Corporation
LTV International N.V.
LTV Properties, Inc.
LTV Sales Finance Company
LTV Steel Company, Inc.
Aliquippa and Southern Railroad Company
Cayman Mineracao do Brasil Ltda
Chicago Short Line Railway Company
Crystalane, Inc.
Cuyahoga Valley Railway Company, The
Mahoning Valley Railway Company, The
Dearborn Leasing Company
Erie B Corporation
Erie I Corporation
Fox Trail, Inc.
J&L Empire, Inc.
Jalcite II, Inc.
Jalore Mining Company, Ltd.
LTV Pickle, Inc.
LTV Steel Products, L.L.C.
Monongahela Connecting Railroad Company, The
Nemacolin Mines Corporation
Republic Technology Corporation
River Terminal Railway Company, The
Youngstown Erie Corporation
YST Erie Corporation
LTV Steel de Mexico, Ltd.
LTV-Trico, Inc.
RepSteel Overseas Finance N.V.
Trico Steel Company, Inc.
VP Buildings, Inc. (f/k/a VP Acquisition Company)
Varco Xxxxxx International de Chile Limitada
Xxxxx-Xxxxxx Exports, Ltd.
Varco Xxxxxx International, Inc. (f/k/a Buildings
International Company)
VP Buildings-Wisconsin, Inc.
Bethel Real Estate Co., Inc.
United Panel, Inc.
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