1
Exhibit (10)-(57)
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AND SALE AGREEMENT
AND
CONSENT UNDER REVOLVING CREDIT AGREEMENT
AMENDMENT AND CONSENT (the "Amendment") dated as
of May , 1995 to (i) the Revolving Credit Agreement dated
as of October 12, 1994 (as in effect on the date hereof, the
"Revolving Credit Agreement") among LTV Sales Finance
Company ("Sales Finance"), the financial institutions
parties thereto as Banks, the Issuing Banks referred to
therein and Bankers Trust Company, as Collateral Agent and
Facility Agent and (ii) the Receivables Purchase and Sale
Agreement dated as of October 12, 1994 (as in effect on the
date hereof, the "Receivables Purchase Agreement") among The
LTV Corporation ("LTV"), the Sellers named therein,
including Continental Emsco Company ("Continental Emsco"),
LTV Steel Company, Inc., as Servicer, and Sales Finance, as
Purchaser.
LTV intends to sell the stock of Continental
Emsco, or to cause Continental Emsco to sell all or a
substantial portion of its assets, and desires that (i)
Continental Emsco cease being a "Seller" under the
Receivables Purchase Agreement, (ii) repurchase the
Receivables and Related Security heretofore transferred by
Continental Emsco under the Receivables Purchase Agreement
and outstanding on the date hereof, and (iii) have
reconveyed to it Lock-Box Accounts and related lock-boxes
transferred by Continental Emsco (such assets and accounts
in items (ii) and (iii) collectively, the "Transferred
Continental Emsco Assets") ; and the parties hereto have
agreed so to provide. The parties hereto therefore agree as
follows:
1. DEFINITIONS; REFERENCES. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Revolving Credit Agreement or the Receivables
Purchase Agreement shall have the meaning assigned to such
term therein. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and
each reference to "this Agreement" and each other similar
reference contained in the Revolving Credit Agreement or the
Receivables Purchase Agreement, as the case may be, shall
from and after the date hereof refer to the Revolving Credit
Agreement or the Receivables Purchase Agreement,
respectively, as amended hereby.
2
2. CONTINENTAL EMSCO AS TERMINATING SELLER. On
the Effective Date (as defined in Section 6 below), and
without need of the notice period provided in Section
2.07(i) of the Receivables Purchase Agreement, Continental
Emsco shall be a Terminating Seller as defined in Section
2.07 of the Receivables Purchase Agreement and shall
thereupon cease to be a Seller, as defined in the
Receivables Purchase Agreement, for any and all purposes
thereof, and have no further obligations thereunder, except
to the extent provided in such Section 2.07.
3. RECONVEYANCE OF ASSETS AND ACCOUNTS. Sales
Finance hereby reconveys to Continental Emsco, effective on
the Effective Date, all right, title and interest of Sales
Finance in and to all of the Transferred Continental Emsco
Assets. The price for reconveyance of the Transferred
Continental Emsco Assets shall be the aggregate outstanding
balance on the Effective Date of the Receivables included in
such assets, as set forth in the certificate referred to in
Section 6(ii) below (the "Purchase Price"), and shall be
payable in cash within two Business Days after the Effective
Date. Immediately upon such reconveyance and receipt of
such Purchase Price, Sales Finance will have no further
ownership, security or other interest in any Transferred
Continental Emsco Assets.
4. RELEASES PURSUANT TO THE REVOLVING CREDIT
AGREEMENT. Effective on the Effective Date and upon the
receipt by Sales Finance of the Purchase Price, the
Collateral Agent hereby releases any and all security and
other interests under the Revolving Credit Agreement or the
other Facility Documents that it may have in the Transferred
Continental Emsco Assets.
5. WAIVER OF SECTION 8.07. Section 8.07 of the
Revolving Credit Agreement is hereby waived to the extent
required to permit the amendments and modifications to the
Facility Documents otherwise contemplated by this Amendment,
and the Required Banks expressly consent to this Amendment
and the transactions contemplated hereby.
6. COUNTERPARTS; EFFECTIVENESS. This Amendment
may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date (the
"Effective Date") that the Facility Agent shall have
received at or prior to such time:
(i) duly executed counterparts hereof signed
by Sales Finance and the Required Banks (in the
2
3
case of the Revolving Credit Agreement) and, in
addition (in the case of the Receivables Purchase
Agreement), by Continental Emsco and the other
Sellers parties to the Receivables Purchase
Agreement (or, in the case of any party as to
which an executed counterpart shall not have been
received, the Agent shall have received
telegraphic, telex or other written confirmation
from such party of execution of a counterpart
hereof by such party); and
(ii) a certificate from a Responsible Officer
of Continental Emsco (x) that the termination by
Continental Emsco of its status as a Seller will
not have a Material Adverse Effect, as provided in
Section 2.07 of the Receivables Purchase Agreement
and (y) setting forth the aggregate outstanding
balance on the Effective Date of the Receivables
included in the Transferred Continental Emsco
Assets.
7. NOTICE TO RATING AGENCIES. Sales Finance
shall give notice of this Amendment to the Rating Agency
promptly upon the Effective Date.
8. GOVERNING LAW. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
3
4
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first
above written.
THE LTV CORPORATION
By: X.X. Xxxxxx
--------------------------------
Title: Vice President and Treasurer
LTV STEEL COMPANY, INC.,
By: X.X. Xxxxxx
--------------------------------
Title: Vice President and Treasurer
CONTINENTAL EMSCO COMPANY
By: X.X. Xxxxxx
--------------------------------
Title: Vice President and Treasurer
LTV STEEL TUBULAR PRODUCTS COMPANY
By: X.X. Xxxxxx
--------------------------------
Title: Vice President and Treasurer
GEORGIA TUBING CORPORATION
By: X.X. Xxxxxx
--------------------------------
Title: Vice President and Treasurer
LTV SALES FINANCE COMPANY
By: X.X. Xxxxxx
---------------------------------
Title: Vice President and Treasurer
4
5
BANKERS TRUST COMPANY, as
Facility Agent and
Collateral Agent
By: /s/ Xxxxxxxxxxx Xxxx
---------------------------------
Title:
ABBEY NATIONAL TREASURY
SERVICES PLC
By: /s/ illegible
---------------------------------
Title:
CAISSE NATIONALE DE
CREDIT AGRICOLE
By: /s/ Xxxxxxxxx X. Xxxxxx
---------------------------------
Title: FIRST VICE PRESIDENT
LTV SALES FINANCE COMPANY
By:
---------------------------------
Title:
5
