INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of November 27, 1996 (this
"AGREEMENT"), between WCI STEEL, INC., an Ohio corporation ("WCI"), and BANK ONE
TRUST COMPANY, N.A., as Trustee (the "TRUSTEE") under that certain 501(c)(9)
Trust -Agreement, dated October 1, 1988, between Xxxxxx Consolidated Industries,
Inc. and Bank One Trust Company, N.A.
RECITALS
WCI has requested the Trustee to enter into two mortgages, each dated as
of the date hereof, between WCI and the Trustee (collectively, the
"MORTGAGES") and an Intercreditor Agreement, dated as of the date hereof,
among Fleet National Bank, as Second Note Trustee, the Trustee and WCI (as
amended, supplemented or otherwise modified from time to time, the
"INTERCREDITOR AGREEMENT"). The Trustee is willing to enter into the
Mortgages and the Intercreditor Agreement, but only on the condition that WCI
provide the indemnification set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, WCI and the Trustee hereby agree as follows:
1. INDEMNIFICATION. WCI agrees to indemnify the Trustee in its capacity
as such from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever (including, without limitation, fees and expenses of counsel to
the Trustee) which may at any time be imposed on, incurred by or asserted
against the Trustee in any way relating to or arising out of the Mortgages, the
Intercreditor Agreement, this Agreement, or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, two Negative Pledge Agreements, each dated as of
the date hereof, made by the Company and Youngstown Sinter Company,
respectively, in favor of the Trustee) or any action taken or omitted by the
Trustee under or in connection with any of the foregoing; PROVIDED that WCI
shall not be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Trustee's gross negligence
or willful misconduct.
2. EFFECTIVENESS. This Agreement shall become effective as of the date
hereof upon receipt by the Trustee of evidence satisfactory to the Trustee that
this Agreement has been executed and delivered by WCI and the Trustee.
3. REPRESENTATIONS AND WARRANTIES. WCI hereby represents and warrants to
the Trustee that it is duly organized and validly existing under the laws of the
jurisdiction of its organization, has the corporate power and authority to make,
deliver and perform this Agreement, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement.
4. NOTICES. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by facsimile
transmission) and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (a) in the case of delivery by hand, when
delivered, (b) in the case of delivery by mail, [three] days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been electronically confirmed,
addressed as follows, or to such other address as may be hereafter notified by
the respective parties hereto:
WCI: WCI Steel, Incorporated
0000 Xxxx Xxxxxx X.X.
Xxxxxx, XX 00000-0000
Attention: Xx. Xxxx Xxxx
Fax: 000-000-0000
The Trustee: Bank One Trust Company, N.A.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxxx
Fax: 000-000-0000
PROVIDED that any notice, request or demand to or upon WCI to pay any indemnity
pursuant to Section 1 shall not be effective until received.
5. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of WCI and the Trustee and their respective successors and assigns,
except that WCI may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the Trustee, and the
Trustee may not assign or transfer any of its benefits under this Agreement to
any person or entity (other than a subsidiary or affiliate of the Trustee or a
successor trustee) without the written consent of WCI.
6. COUNTERPARTS. This Agreement may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile
transmission of signature pages hereto) and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
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7. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OHIO.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
WCI STEEL, INC.
By: /s/ Xxxx X. Xxxx
_______________________________
Title: VP, Finance and CFO
BANK ONE TRUST COMPANY, N.A., as Trustee
By: Xxxxxxx X. Xxxxxxxx
_______________________________
Title: Vice President
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