EXHIBIT 26
to Schedule 13D
ACKNOWLEDGEMENT AND AGREEMENT
[SMI America, Inc.] (the "Seller") has agreed to sell to SUMITOMO
CORPORATION (the "Buyer"), and the Buyer has agreed to purchase from the Seller,
3,328,220 shares (the "Shares") of common stock, par value $0.5 per share, of
The LTV Corporation ("LTV") at an aggregate price of $1. The Buyer hereby
acknowledges and agrees that (i) the Seller is a significant stockholder of LTV,
has a representative serving on the Board of Directors of LTV, and also has a
number of other contractual relationships with LTV including in respect of
certain joint venture entities co-owned by affiliates of LTV and affiliates of
the Seller, and (ii) the Seller may have had access to and knowledge of material
nonpublic information regarding LTV and its affiliates, their respective
financial conditions, results of operations, businesses, properties, assets,
liabilities, management, projections, appraisals, plans, prospects and
proposals. The Buyer further confirms that the Seller has not made available to
the Buyer any information concerning LTV or its affiliates, and acknowledges and
agrees that in deciding to purchase the Shares from the Seller it took into
account the facts set forth in the immediately preceding sentence and fully
factored such matters into the price and terms it was willing to pay for the
Shares and that in deciding to purchase the Shares and in consummating such
purchase, the Buyer is relying solely on information contained in SEC reports
and from other publicly available sources, and is not relying upon the absence
of any material nonpublic information within the knowledge of the Seller or any
of its affiliates or upon any obligation or duty of the Seller or any of its
affiliates to disclose to the Buyer any such material nonpublic information or
any analysis or opinions derived therefrom. To the maximum extent permitted by
applicable law, the Buyer (on its own behalf and on behalf of its affiliates)
hereby waives and releases any claims, causes of action or other rights that it
may have or may in the future have against the Seller or any of its affiliates
arising out of the Seller's or any of its affiliates' access to or knowledge of
any material nonpublic information regarding any of the matters described above,
or any failure of the Seller or any o its affiliates to disclose any such
information or any analyses or opinions derived therefrom to the Buyer in
connection with the sale of the Shares by the Seller to the Buyer. The Buyer
hereby specifically acknowledges and agrees that the Seller is not making any
representations or warranties with respect to LTV, or its operations,
properties, businesses, prospects or condition. The Buyer hereby represents and
warrants to the Seller that the Buyer is a sophisticated investor that regularly
invests and trades in securities, that it has consulted with experienced legal
counsel in connection with the execution and delivery of this Acknowledgment and
Agreement and in connection with its decision to purchase the Shares from the
Seller on the terms set forth above, and that it has made a fully informed
business and investment decision in executing and delivering this Acknowledgment
and Agreement and in making such purchase.
IN WITNESS WHEREOF, this Acknowledgment and Agreement has been executed
and delivered by the Buyer by its duly authorized officer or agent as of
DECEMBER 13, 2001.
[Name of Xxxxx]
By: /s/ Xxxxxxx Xxxxxxxx
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Sumitomo Corporation
Name: Xxxxxxx Xxxxxxxx
Title: Investor Relations Dept.
General Manager
