EXHIBIT 2-D
AMENDMENT TO STOCK PURCHASE AND
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RECAPITALIZATION AGREEMENT
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Amendment to Stock Purchase and Recapitalization Agreement, dated as of
July 31, 1991 ("Amendment to the Agreement") by and among, NATIONAL INTERGROUP,
INC. ("NII"), NII CAPITAL CORPORATION ("NCC"), NKK CORPORATION ("NKK"), NKK
U.S.A. CORPORATION ("NAC") AND NATIONAL STEEL CORPORATION ("NSC").
WHEREAS, NII, NCC, NKK, NAC and NSC entered into the Stock Purchase and
Recapitalization Agreement dated June 26, 1990 (the " Agreement"); and
WHEREAS, NII, NCC and NSC entered into the Amended and Restated Weirton
Liabilities Agreement dated June 26, 1990 (the "Weirton Liabilities Agreement");
and
WHEREAS, pursuant to the Weirton Liabilities Agreement, NII and NCC, as of
the date hereof, have an obligation to reimburse NSC for $131,307.64,
representing the amounts paid by NSC with respect to certain obligations of NSC
to pay supplemental pensions to certain individuals; and
WHEREAS, NII, NCC and NSC desire to provide that, subject to the applicable
provisions of the Internal Revenue Code of 1986, as amended and the Employee
Retirement Income Security Act of 1974, as amended, pension contributions to
Plan 056 shall be reduced by such amount of supplemental pensions and by the
amount of such payments made after the date hereof; and
WHEREAS, Section 10.09 permits the Agreement to be modified by a written
instrument duly executed by each party; and
WHEREAS, the parties have agreed to amend the Agreement in order to modify
the manner in which NII and NCC satisfy their obligation to reimburse NSC with
respect to such supplemental pensions.
NOW THEREFORE, the parties hereto agree to amend the Agreement as follows:
Article I of the Agreement is amended by restating the definition of
"Weirton Benefit Liabilities" in its entirety to read as follows:
"Weirton Benefit Liabilities" means (i) the liabilities of the Company
described in and/or arising pursuant to the Benefits Agreement and (ii)
with respect to the various "supplemental pensions" that are payable to the
individuals listed on Appendix I hereto, that portion of such supplemental
pensions that became or will become due and payable to such individuals at
any time on or after June 26, 1990."
IN WITNESS WHEREOF, the undersigned have caused this Amendment to the
Agreement to be executed by their duly authorized officers as of the 31st day of
July, 1991.
NATIONAL INTERGROUP, INC.
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By:
Title:
NII CAPITAL CORPORATION
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By:
Title:
NKK CORPORATION
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By:
Title:
NKK U.S.A. CORPORATION
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By:
Title:
NATIONAL STEEL CORPORATION
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By:
Title:
APPENDIX I
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