Exhibit 4.1
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THE LTV CORPORATION
8.20% Senior Notes Due 2007
LTV STEEL COMPANY, INC.
Guarantor
____________________
INDENTURE
Dated as of September 22, 1997
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THE CHASE MANHATTAN BANK
Trustee
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TABLE OF CONTENTS
Page
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ARTICLE 1
Definitions and Incorporation by Reference
SECTION 1.01. Definitions ................................................. 1
SECTION 1.02. Other Definitions ........................................... 27
SECTION 1.03. Incorporation by Reference of Trust Indenture Act ........... 28
SECTION 1.04. Rules of Construction ....................................... 29
ARTICLE 2
The Securities
SECTION 2.01. Amount of Securities........................................ 29
SECTION 2.02. Form and Dating ............................................ 29
SECTION 2.03. Execution and Authentication ............................... 30
SECTION 2.04. Registrar and Paying Agent ................................. 31
SECTION 2.05. Paying Agent To Hold Money in Trust......................... 31
SECTION 2.06. Securityholder Lists ....................................... 32
SECTION 2.07. Replacement Securities ..................................... 32
SECTION 2.08. Outstanding Securities ..................................... 32
SECTION 2.09. Temporary Securities........................................ 33
SECTION 2.10. Cancellation................................................ 33
SECTION 2.11. Defaulted Interest.......................................... 33
SECTION 2.12. CUSIP Numbers............................................... 34
ARTICLE 3
Redemption
SECTION 3.01. Notices to Trustee.......................................... 34
SECTION 3.02. Selection of Securities To Be Redeemed...................... 34
SECTION 3.03. Notice of Redemption........................................ 35
SECTION 3.04. Effect of Notice of Redemption.............................. 35
SECTION 3.05. Deposit of Redemption Price................................. 36
SECTION 3.06. Securities Redeemed in Part................................. 36
ARTICLE 4
Covenants
SECTION 4.01. Payment of Securities....................................... 36
SECTION 4.02. SEC Reports................................................. 36
SECTION 4.03. Intentionally Deleted....................................... 37
SECTION 4.04. Covenant Termination........................................ 37
SECTION 4.05. Limitation on Debt and Restricted Subsidiary Preferred
Stock..................................................... 37
SECTION 4.06. Limitation on Restricted Payments........................... 37
SECTION 4.07. Limitation on Liens......................................... 40
SECTION 4.08. Limitation on Issuance or Sale of Capital Stock of
Restricted Subsidiaries................................... 40
SECTION 4.09. Change of Control........................................... 40
SECTION 4.10. Limitation on Asset Sales................................... 42
SECTION 4.11. Limitation on Restrictions on Distributions from Restricted
Subsidiaries.............................................. 46
SECTION 4.12. Limitation on Transactions with Affiliates.................. 47
SECTION 4.13. Limitation on Sale and Leaseback Transactions............... 49
SECTION 4.14. Designation of Restricted and
Unrestricted Subsidiaries................................. 49
SECTION 4.15. Compliance Certificate...................................... 50
SECTION 4.16. Further Instruments and Acts................................ 50
ARTICLE 5
Successor Company
SECTION 5.01. When Company May Merge or Transfer Assets................... 51
SECTION 5.02. When LTV Steel May Merge or Transfer Assets................. 52
ARTICLE 6
Defaults and Remedies
SECTION 6.01. Events of Default........................................... 53
SECTION 6.02. Acceleration................................................ 55
SECTION 6.03. Other Remedies.............................................. 56
SECTION 6.04. Waiver of Past Defaults..................................... 56
SECTION 6.05. Control by Majority......................................... 56
SECTION 6.06. Limitation on Suits......................................... 57
SECTION 6.07. Rights of Holders to Receive Payment........................ 57
SECTION 6.08. Collection Suit by Trustee.................................. 57
SECTION 6.09. Trustee May File Proofs of Claim............................ 58
SECTION 6.10. Priorities.................................................. 58
SECTION 6.11. Undertaking for Costs....................................... 59
SECTION 6.12. Waiver of Stay or Extension Laws............................ 59
ARTICLE 7
Trustee
SECTION 7.01. Duties of Trustee........................................... 59
SECTION 7.02. Rights of Trustee........................................... 61
SECTION 7.03. Individual Rights of Trustee................................ 61
SECTION 7.04. Trustee's Disclaimer........................................ 62
SECTION 7.05. Notice of Defaults.......................................... 62
SECTION 7.06. Reports by Trustee to Holders............................... 62
SECTION 7.07. Compensation and Indemnity.................................. 62
SECTION 7.08. Replacement of Trustee...................................... 63
SECTION 7.09. Successor Trustee by Merger................................. 64
SECTION 7.10. Eligibility; Disqualification............................... 64
SECTION 7.11. Preferential Collection of Claims Against Company........... 65
ARTICLE 8
Discharge of Indenture; Defeasance
SECTION 8.01. Discharge of Liability on Securities; Defeasance............ 65
SECTION 8.02. Conditions to Defeasance.................................... 66
SECTION 8.03. Application of Trust Money.................................. 68
SECTION 8.04. Repayment to Company........................................ 68
SECTION 8.05. Indemnity for Government Obligations........................ 68
SECTION 8.06. Reinstatement............................................... 68
ARTICLE 9
Amendments
SECTION 9.01. Without Consent of Holders.................................. 69
SECTION 9.02. With Consent of Holders..................................... 70
SECTION 9.03. Compliance with Trust Indenture Act......................... 71
SECTION 9.04. Revocation and Effect of Consents and Waivers............... 71
SECTION 9.05. Notation on or Exchange of Securities....................... 71
SECTION 9.06. Trustee To Sign Amendments.................................. 72
SECTION 9.07. Payment for Consent......................................... 72
ARTICLE 10
LTV Steel Guaranty
SECTION 10.01. Guaranty................................................... 72
SECTION 10.02. Contribution............................................... 75
SECTION 10.03. Successors and Assigns..................................... 75
SECTION 10.04. No Waiver.................................................. 75
SECTION 10.05. Modification............................................... 75
ARTICLE 11
Miscellaneous
SECTION 11.01. Trust Indenture Act Controls............................... 75
SECTION 11.02. Notices.................................................... 75
SECTION 11.03. Communication by Holders with Other Holders................ 76
SECTION 11.04. Certificate and Opinion as to Conditions Precedent......... 77
SECTION 11.05. Statements Required in Certificate or Opinion.............. 77
SECTION 11.06. When Securities Disregarded................................ 77
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar............... 78
SECTION 11.08. Legal Holidays............................................. 78
SECTION 11.09. Governing Law.............................................. 78
SECTION 11.10. No Recourse Against Others................................. 78
SECTION 11.11. Successors................................................. 78
SECTION 11.12. Multiple Originals......................................... 78
SECTION 11.13. Table of Contents; Headings................................ 79
Appendix A Provisions Relating to Initial Securities and
Exchange Securities
Exhibit 1 to
Appendix A Form of Initial Security
Exhibit A Form of Exchange Security
CROSS-REFERENCE TABLE
TIA Indenture
Section Section
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310(a)(1) .............................................. 7.10
(a)(2) ........................................... 7.10
(a)(3) .............................................. N.A.
(a)(4) .............................................. N.A.
(b) .............................................. 7.08; 7.10
(c) .............................................. N.A.
311(a) .............................................. 7.11
(b) .............................................. 7.11
(c) .............................................. N.A.
312(a) .............................................. 2.06
(b) .............................................. 11.03
(c) .............................................. 11.03
313(a) .............................................. 7.06
(b)(1) .............................................. N.A.
(b)(2) .............................................. 7.06
(c) .............................................. 11.02
(d) .............................................. 7.06
314(a) .............................................. 4.02; 4.11; 11.02
(b) .............................................. N.A.
(c)(1) .............................................. 11.04
(c)(2) .............................................. 11.04
(c)(3) .............................................. N.A.
(d) .............................................. N.A.
(e) .............................................. 11.05
(f) .............................................. 4.11
315(a) .............................................. 7.01
(b) .............................................. 7.05; 13.02
(c) .............................................. 7.01
(d) .............................................. 7.01
(e) .............................................. 6.11
316(a)(last
sentence) .............................................. 11.06
(a)(1)(A) .............................................. 6.05
(a)(1)(B) .............................................. 6.04
(a)(2) .............................................. N.A.
(b) .............................................. 6.07
317(a)(1) .............................................. 6.08
(a)(2) .............................................. 6.09
(b) .............................................. 2.05
318(a) .............................................. 11.01
N.A. Means Not Applicable.
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Note: This Cross-Reference Table shall not, for any purposes, be deemed to
be part of this Indenture.
INDENTURE dated as of September 22, 1997, between THE LTV
CORPORATION, a Delaware corporation (the "Company"), LTV STEEL COMPANY,
INC., a New Jersey corporation ("LTV Steel"), as Guarantor, and THE CHASE
MANHATTAN BANK, as Trustee (the "Trustee").
Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Company's 8.20%
Senior Notes Due 2007, to be issued as in this Indenture provided (the
"Initial Securities") and, if and when issued pursuant to a registered
exchange offer for the Initial Securities, the Company's 8.20% Senior Notes
Due 2007 (the "Exchange Securities" and, together with the Initial
Securities, the "Securities"):
ARTICLE 1
Definitions and Incorporation by Reference
SECTION 1.01. Definitions.
"Additional Assets" means (a) any Property (other than cash, cash
equivalents or securities) to be owned by the Company or any Restricted
Subsidiary; or (b) Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the
Company or another Restricted Subsidiary from any Person other than the
Company or an Affiliate of the Company.
"Affiliate" of any specified Person means (a) any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person or (b) any other Person
who is a director or officer of (i) such specified Person, (ii) any
Subsidiary of such specified Person or (iii) any Person described in clause
(a) above. For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing. For purposes
of the covenants contained in Section 4.10, Section 4.12 and the definition
of the term "Additional Assets" only, "Affiliate" shall also mean any
beneficial owner of shares representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.
"Asset Sale" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction or
by means of a disposition of Capital Stock permitted by clause (iii) of
Section 4.08 (each referred to for the purposes of this definition as a
"disposition"), of (a) any shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares), (b) all or
substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary or (c) any other assets of the Company
or any Restricted Subsidiary outside of the ordinary course of business of
the Company or such Restricted Subsidiary (other than (i) in the case of
clauses (a), (b) and (c) above, any disposition by a Restricted Subsidiary
to the Company or by the Company or a Restricted Subsidiary to a Wholly
Owned Subsidiary, (ii) in the case of clauses (b) and (c) above, (x) any
disposition of accounts receivable or inventory by or to the Company or any
Restricted Subsidiary to or from Sales Finance or any other bankruptcy-
remote, special-purpose Subsidiary of the Company in connection with the
Incurrence of Debt by such Subsidiary under the Credit Facilities or (y)
any disposition of Property having, together with other Property disposed
of pursuant to such clauses during the same fiscal year, an aggregate Fair
Market Value of less than $25,000,000 and (iii) in the case of clause (c)
above, any disposition effected in compliance with Section 5.01(a)).
"Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at any date of determination, (a) if such Sale and
Leaseback Transaction is a Capital Lease Obligation, the amount of Debt
represented thereby according to the definition of the term "Capital Lease
Obligation" and (b) in all other instances, the present value (discounted
at the actual rate of interest implicit in such transaction, compounded
annually) of the total obligations of the lessee for rental payments during
the remaining term of the lease included in such Sale and Leaseback
Transaction (including any period for which such lease has been extended).
"Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing
(a) the sum of the product of the numbers of years (rounded to the nearest
one-twelfth of one year) from the date of determination to the dates of
each successive scheduled principal payment of such Debt or redemption or
similar payment with respect to such Preferred Stock multiplied by the
amount of such payment by (b) the sum of all such payments.
"Board of Directors" means the Board of Directors of the Company or
any committee thereof duly authorized to act on behalf of such Board.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification.
"Business Day" means each day which is not a Legal Holiday.
"Capital Expenditure Debt" means Debt Incurred by any Person to
finance a capital expenditure so long as (a) such capital expenditure is or
should be included as an addition to "Property, Plant and Equipment" in
accordance with GAAP and (b) such Debt is Incurred within 180 days of the
date such capital expenditure is made.
"Capital Lease Obligations" means any obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with GAAP; and the amount of Debt represented by such obligation shall be
the capitalized amount of such obligations determined in accordance with
GAAP; and the Stated Maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty. For purposes of Section 4.07, a Capital Lease Obligation shall be
deemed secured by a Lien on the Property being leased.
"Capital Stock" means, with respect to any Person, any shares or
other equivalents (however designated) of corporate stock, partnership
interests or any other participations, rights, warrants, options or other
interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or
exchangeable into such equity interest.
"Capital Stock Sale Proceeds" means the aggregate Net Cash Proceeds
received by the Company from the issuance or sale (other than to a
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any of its Subsidiaries for the benefit of
their employees) by the Company of any class of its Capital Stock (other
than Disqualified Stock) after the Issue Date.
"Change of Control" means the occurrence of any of the following
events:
(a) if any "Person" or "group" (as such terms are used
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any
successor provisions to either of the foregoing), including any
group acting for the purpose of acquiring, holding, voting or
disposing of securities within the meaning of Rule 13d-5(b)(1)
under the Exchange Act, becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act, except that a
Person will be deemed to have "beneficial ownership" of all
shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 50% or more of the total
voting power of all classes of the Voting Stock of the Company
(for purposes of this clause (a), such other Person or group
shall be deemed to beneficially own any Voting Stock of a
corporation (the "specified corporation") held by any other
corporation (the "parent corporation") so long as such other
Person or group beneficially owns, directly or indirectly, in the
aggregate a majority of the voting power of all classes of the
Voting Stock of such parent corporation); or
(b) the sale, transfer, assignment, lease, conveyance
or other disposition, directly or indirectly, of all or
substantially all the assets of the Company and the Restricted
Subsidiaries, considered as a whole (other than a disposition of
such assets as an entirety or virtually as an entirety to a
Wholly Owned Subsidiary) shall have occurred, or the Company
merges, consolidates or amalgamates with or into any other Person
or any other Person merges, consolidates or amalgamates with or
into the Company, in any such event pursuant to a transaction in
which the outstanding Voting Stock of the Company is reclassified
into or exchanged for cash, securities or other Property, other
than any such transaction where (i) the outstanding Voting Stock
of the Company is reclassified into or exchanged for Voting Stock
of the surviving corporation and (ii) the Holders of the Voting
Stock of the Company immediately prior to such transaction own,
directly or indirectly, not less than a majority of the Voting
Stock of the surviving corporation immediately after such
transaction and in substantially the same proportion as before
the transaction; or
(c) during any period of two consecutive years,
individuals who at the beginning of such period constituted the
Board of Directors (together with any new directors whose
election or appointment by such Board or whose nomination for
election by the shareholders of the Company was approved by a
vote of 66 2/3% of the directors then still in office who were
either directors at the beginning of such period or whose
election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of
Directors then in office; or
(d) the shareholders of the Company shall have approved
any plan of liquidation or dissolution of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Collateral Trust Agreement" means the Collateral Trust Agreement
dated as of May 15, 1993, as amended through the Issue Date, among the
Company, LTV Steel, the USWA and Bank One Ohio Trust Company, N.A., as
collateral trustee.
"Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect
such Person against fluctuations in commodity prices.
"Company" means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions hereof and,
thereafter, means the successor and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the
indenture securities.
"Consolidated Current Liabilities" means, as of any date of
determination, the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as
current liabilities (including taxes accrued as estimated), after eliminating
(a) all intercompany items between the Company and any Restricted Subsidiary
or between Restricted Subsidiaries and (b) all current maturities of
long-term Debt.
"Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) the aggregate amount of EBITDA for the
period of the most recent four consecutive fiscal quarters ending at least
45 days prior to such determination date to (b) Consolidated Interest
Expense for such four fiscal quarters; provided, however, that (i) if the
Company or any Restricted Subsidiary has Incurred any Debt since the
beginning of such period that remains outstanding or if the transaction
giving rise to the need to calculate the Consolidated Interest Coverage
Ratio is an Incurrence of Debt, or both, Consolidated Interest Expense for
such period shall be calculated after giving effect on a pro forma basis to
such Debt as if such Debt had been Incurred on the first day of such period
and the discharge of any other Debt repaid, repurchased, defeased or
otherwise discharged with the proceeds of such new Debt as if such
discharge had occurred on the first day of such period, (ii) if since the
beginning of such period the Company or any Restricted Subsidiary shall
have made any Asset Sale or if the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is an Asset Sale, or
both, EBITDA for such period shall be reduced by an amount equal to the
EBITDA (if positive) directly attributable to the assets which are the
subject of such Asset Sale for such period, or increased by an amount equal
to the EBITDA (if negative) directly attributable thereto for such period,
in either case as if such Asset Sale had occurred on the first day of such
period and Consolidated Interest Expense for such period shall be reduced
by an amount equal to the Consolidated Interest Expense directly
attributable to any Debt of the Company or any Restricted Subsidiary
repaid, repurchased, defeased or otherwise discharged with respect to the
Company and its continuing Restricted Subsidiaries in connection with such
Asset Sale for such period, as if such Asset Sale had occurred on the first
day of such period (or, if the Capital Stock of any Restricted Subsidiary
is sold, by an amount equal to the Consolidated Interest Expense for such
period directly attributable to the Debt of such Restricted Subsidiary to
the extent the Company and its continuing Restricted Subsidiaries are no
longer liable for such Debt after such sale), (iii) if since the beginning
of such period the Company or any Restricted Subsidiary (by merger or
otherwise) shall have made an Investment in any Restricted Subsidiary (or
any Person which becomes a Restricted Subsidiary) or an acquisition of
Property, including any acquisition of Property occurring in connection
with a transaction causing a calculation to be made hereunder, which
constitutes all or substantially all of an operating unit of a business,
EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the Incurrence
of any Debt) as if such Investment or acquisition occurred on the first day
of such period and (iv) if since the beginning of such period any Person
(that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning of such
period) shall have made any Asset Sale, Investment or acquisition of
Property that would have required an adjustment pursuant to clause (ii) or
(iii) above if made by the Company or a Restricted Subsidiary during such
period, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto as if such Asset Sale,
Investment or acquisition occurred on the first day of such period. For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition of Property, the amount of income or earnings relating thereto
and the amount of Consolidated Interest Expense associated with any Debt
incurred in connection therewith, the pro forma calculations shall be
determined in good faith by a responsible financial or accounting Officer
and as further contemplated by the definition of the term "pro forma". If
any Debt bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Debt shall be calculated as if the
rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Interest Rate Agreement
applicable to such Debt if such Interest Rate Agreement has a remaining
term in excess of 12 months).
"Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent Incurred by the Company or its Restricted
Subsidiaries, (a) interest expense attributable to capital leases, (b)
amortization of debt discount and debt issuance cost, (c) capitalized
interest, (d) non-cash interest expenses, (e) commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, (f) net costs associated with Hedging Obligations
(including amortization of fees), (g) Redeemable Dividends, (h) Preferred
Stock dividends in respect of all Preferred Stock of Restricted
Subsidiaries held by Persons other than the Company or a Wholly Owned
Subsidiary, (i) interest incurred in connection with Investments in
discontinued operations, (j) interest accruing on any Debt of any other
Person to the extent such Debt is Guaranteed by the Company or any
Restricted Subsidiary and (k) the cash contributions to any employee stock
ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Debt Incurred by such
plan or trust.
"Consolidated Net Income" means, for any period, the net income
(loss) of the Company and its consolidated Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income (a) any net
income (loss) of any Person (other than the Company) if such Person is not
a Restricted Subsidiary, except that (i) subject to the exclusion contained
in clause (d) below, the Company's equity in the net income of any such
Person for such period shall be included in such Consolidated Net Income up
to the aggregate amount of cash distributed by such Person during such
period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a
Restricted Subsidiary, to the limitations contained in clause (c) below)
and (ii) the Company's equity in a net loss of any such Person (other than
an Unrestricted Subsidiary) for such period shall be included in
determining such Consolidated Net Income, (b) any net income (loss) of any
Person acquired by the Company or any of its consolidated Subsidiaries in a
pooling of interests transaction for any period prior to the date of such
acquisition, (c) any net income (loss) of any Restricted Subsidiary to the
extent that such Restricted Subsidiary is subject to restrictions, directly
or indirectly, on the payment of dividends or the making of distributions,
directly or indirectly, to the Company, except that (i) subject to the
exclusion contained in clause (d) below, the Company's equity in the net
income of any such Restricted Subsidiary for such period shall be included
in such Consolidated Net Income up to the aggregate amount of cash
distributed by such Restricted Subsidiary during such period to the Company
or another Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to another
Restricted Subsidiary, to the limitation contained in this clause) and (ii)
the Company's equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income,
(d) any gain (but not loss) realized upon the sale or other disposition of
any Property of the Company or any of its consolidated Subsidiaries
(including pursuant to any Sale and Leaseback Transaction) which is not
sold or otherwise disposed of in the ordinary course of business, (e) any
extraordinary gain or loss, (f) any unusual or nonrecurring non-cash charge
or credit separately identified on the Company's consolidated income
statement for such period, provided that (i) to the extent any such charge
(other than the charge referred to in clause (i) below) represents an
accrual of or reserve for cash expenditures in any future period, such cash
expenditure shall be included in Consolidated Net Income for such future
period or (ii) for purposes of Section 4.06 only, to the extent any such
credit will result in the receipt of cash payments in any future period,
such cash payment shall be included in Consolidated Net Income for such
future period, (g) the cumulative effect of a change in accounting
principles, (h) any non-cash compensation expense realized for grants of
performance shares, stock options or other stock awards to officers,
directors and employees of the Company or any Restricted Subsidiary and (i)
for purposes of Section 4.06 only, the special charge (in an amount not to
exceed $150,000,000) to be taken with respect to the proposed shutdown of
the Pittsburgh coke facility announced by the Company in July 1997;
provided further, however, that there shall be added to such Consolidated
Net Income any provision for taxes not payable in cash.
"Consolidated Net Tangible Assets" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries
as the total assets (less accumulated depreciation, depletion and
amortization, allowances for doubtful receivables, adjustments for pension
liabilities, other applicable reserves and other properly deductible items)
of the Company and its Restricted Subsidiaries, after giving effect to
purchase accounting and after deducting therefrom Consolidated Current
Liabilities and, to the extent otherwise included, the amounts of (without
duplication): (a) the excess of cost over fair market value of assets or
businesses acquired; (b) any revaluation or other write-up in book value
of assets subsequent to the last day of the fiscal quarter of the Company
immediately preceding the Issue Date as a result of a change in the method
of valuation in accordance with GAAP; (c) unamortized debt discount and
expenses and other unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights, licenses, organization
or developmental expenses and other intangible items; (d) minority
interests in consolidated Subsidiaries held by Persons other than the
Company or any Restricted Subsidiary; (e) treasury stock; (f) cash or
securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Capital
Stock to the extent such obligation is not reflected in Consolidated
Current Liabilities; and (g) Investments in and assets of Unrestricted
Subsidiaries.
"Consolidated Net Worth" means the total of the amounts shown on the
consolidated balance sheet of the Company and its Restricted Subsidiaries
as of the end of the most recent fiscal quarter of the Company ending at
least 45 days prior to the taking of any action for the purpose of which
the determination is being made, as (a) the par or stated value of all
outstanding Capital Stock of the Company plus (b) paid-in capital or
capital surplus relating to such Capital Stock plus (c) any retained
earnings or earned surplus less (i) any accumulated deficit, (ii) any
amounts attributable to Disqualified Stock and (iii) any adjustments for
pension liabilities.
"Credit Facilities" means the Receivables Credit Agreement and the
Letter of Credit Agreement, in each case together with any extensions,
revisions, refinancings or replacements thereof by a lender or syndicate of
lenders (including through the sale of accounts receivable or inventory to
such lender or lenders or to Sales Finance or any other bankruptcy-remote,
special-purpose Subsidiary of the Company that purchases such accounts
receivable or inventory).
"Currency Exchange Protection Agreement" means, in respect of a
Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such
Person against fluctuations in currency exchange rates.
"Debt" means, with respect to any Person on any date of
determination (without duplication), (a) the principal in respect of (i)
debt of such Person for money borrowed and (ii) debt evidenced by notes,
debentures, bonds or other similar instruments for the payment of which
such Person is responsible or liable; (b) all Capital Lease Obligations of
such Person and all Attributable Debt in respect of Sale and Leaseback
Transactions entered into by such Person; (c) all obligations of such
Person issued or assumed as the deferred purchase price of Property, all
conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding Trade Accounts
Payable arising in the ordinary course of business); (d) all obligations
of such Person for the reimbursement of any obligor on any letter of
credit, banker's acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other
than obligations described in (a) through (c) above) entered into in the
ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing
is reimbursed no later than the tenth Business Day following receipt by
such Person of a demand for reimbursement following payment on the letter
of credit); (e) the amount of all obligations of such Person with respect
to the redemption, repayment or other repurchase of any Disqualified Stock
or, with respect to any Subsidiary of such Person, any Preferred Stock (but
excluding, in each case, any accrued dividends); (f) all obligations of
the type referred to in clauses (a) through (e) of other Persons and all
dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee; (g) all
obligations of the type referred to in clauses (a) through (f) of other
Persons secured by any Lien on any Property or asset of such Person
(whether or not such obligation is assumed by such Person), the amount of
such obligation being deemed to be the lesser of the value of such Property
or assets or the amount of the obligation so secured; (h) to the extent
not otherwise included in this definition, Hedging Obligations of such
Person; and (i) to the extent not otherwise included in this definition,
any financing of accounts receivable or inventory of such Person (whether
or not treated as a sale or debt for accounting purposes); provided that
such accounts receivable or inventory shall be deemed to be on the
consolidated balance sheet of the Company for purposes of clause (b)(ii) of
the definition of "Permitted Debt". The amount of Debt of any Person at
any date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any
contingent obligations at such date.
"Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.
"Disqualified Stock" means, with respect to any Person,
Redeemable Stock of such Person as to which the maturity, mandatory
redemption, redemption at the option of the holder thereof, conversion or
exchange occurs, or may occur, on or prior to the first anniversary of the
Stated Maturity of the Securities; provided, however, that Redeemable Stock
of such Person that would not otherwise be characterized as Disqualified
Stock under this definition shall not constitute Disqualified Stock if such
Redeemable Stock is convertible or exchangeable into Debt solely at the
option of the issuer thereof.
"EBITDA" means, for any period, an amount equal to, for the
Company and its consolidated Restricted Subsidiaries, (a) the sum of
Consolidated Net Income for such period, plus the following to the extent
reducing Consolidated Net Income for such period: (i) the provision for
taxes for such period based on income or profits or utilized in computing
net loss, (ii) Consolidated Interest Expense, (iii) depreciation and
amortization of fixed and intangible assets and (iv) any other non-cash
items (other than any such non-cash item to the extent that it represents
an accrual of or reserve for cash expenditures in any future period), minus
(b) all non-cash items increasing Consolidated Net Income for such period
(other than any such non-cash item to the extent that it will result in the
receipt of cash payments in any future period). Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and
the depreciation and amortization of, a Restricted Subsidiary shall be
added to Consolidated Net Income to compute EBITDA only to the extent (and
in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter
and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to such Restricted Subsidiary
or its stockholders.
"Exchange Act" means the Securities Exchange Act of 1934.
"Fair Market Value" means, with respect to any Property, the
price (or, in the case of a lease, the rent) which could be negotiated in
an arm's-length free market transaction, for cash, between a willing seller
(or lessor) and a willing buyer (or lessee), neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value will
be determined, except as otherwise provided, (a) if such Property has a
Fair Market Value equal to or less than $25,000,000, by any Officer of the
Company or (b) if such Property has a Fair Market Value in excess of
$25,000,000, by a majority of the Board of Directors and evidenced by a
Board Resolution, dated within 30 days of the relevant transaction,
delivered to the Trustee.
"GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth (a) in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (b) in the statements
and pronouncements of the Financial Accounting Standards Board, (c) in such
other statements by such other entity as approved by a significant segment
of the accounting profession and (d) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma
financial statements) in periodic reports required to be filed pursuant to
Section 13 of the Exchange Act, including opinions and pronouncements in
staff accounting bulletins and similar written statements from the
accounting staff of the SEC.
"Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person
(a) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase
assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (b) entered into for the
purpose of assuring in any other manner the obligee against loss in respect
thereof (in whole or in part); provided, however, that the term "Guarantee"
shall not include endorsements for collection or deposit in the ordinary
course of business. The term "Guarantee" used as a verb has a
corresponding meaning. The term "Guarantor" shall mean any Person
Guaranteeing any obligation.
"Guaranty" means the Guaranty on the terms set forth in this
Indenture by LTV Steel of the Company's obligations with respect to the
Securities.
"Hedging Obligation" of any Person means any obligation of such
Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other
similar agreement or arrangement.
"Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Security Register.
"Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such
Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such
Person (and "Incurrence" and "Incurred" shall have meanings correlative to
the foregoing); provided, however, that a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such
Debt; provided further, however, that solely for purposes of determining
compliance with Section 4.05, amortization of debt discount shall not be
deemed to be the Incurrence of Debt, provided that in the case of Debt sold
at a discount, the amount of such Debt Incurred shall at all times be the
aggregate principal amount at Stated Maturity.
"Indenture" means this Indenture as amended or supplemented from
time to time.
"Independent Appraiser" means an investment banking firm of
national standing or any third party appraiser of national standing,
provided that such firm or appraiser is not an Affiliate of the Company.
"Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement designed to protect against
fluctuations in interest rates.
"Investment" by any Person means any direct or indirect loan
(other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of such Person),
advance or other extension of credit or capital contribution (by means of
transfers of cash or other Property to others or payments for Property or
services for the account or use of others, or otherwise) to, or Incurrence
of a Guarantee of any obligation of, or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidence of Debt
issued by, any other Person. In determining the amount of any Investment
made by transfer of any Property other than cash, such Property shall be
valued at its Fair Market Value at the time of such Investment.
"Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) by ▇▇▇▇▇'▇ and BBB-(or the equivalent) by S&P.
"Investment Grade Status" shall be deemed to have been reached on
the date that the Securities have an Investment Grade Rating from both
Rating Agencies.
"Issue Date" means the date on which the Securities are initially
issued.
"Letter of Credit Agreement" means the Letter of Credit Agreement
dated as of October 12, 1994, as amended through the Issue Date, among the
Company, certain Subsidiaries of the Company, various financial
institutions parties thereto as lenders and BT Commercial Corporation, as
agent.
"Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any
easement not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or with
respect to such Property (including any Capital Lease Obligation,
conditional sale or other title retention agreement having substantially
the same economic effect as any of the foregoing or any Sale and Leaseback
Transaction, but excluding any operating lease (except Sale and Leaseback
Transactions) entered into in the ordinary course of such Person's
business).
"LTV Steel" means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions hereof and,
thereafter, means the successor and, for the purposes of any provision
contained herein and required by the TIA, each other obligor on the
indenture securities.
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc. or any successor to
the rating agency business thereof.
"Net Available Cash" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or otherwise, but
only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Debt or other
obligations relating to the Property that is the subject of such Asset Sale
or received in any other non-cash form), in each case net of (a) all legal,
title and recording tax expenses, commissions and other fees and expenses
incurred, and all Federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP, as a consequence of such
Asset Sale, (b) all payments made on any Debt which is secured by any
Property subject to such Asset Sale, in accordance with the terms of any
Lien upon or other security agreement of any kind with respect to such
Property, or which must by its terms, or in order to obtain a necessary
consent to such Asset Sale, or by applicable law, be repaid out of the
proceeds from such Asset Sale, (c) all distributions and other payments
required to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Asset Sale and (d) the deduction of
appropriate amounts provided by the seller as a reserve, in accordance with
GAAP, against any liabilities associated with the Property disposed in such
Asset Sale and retained by the Company or any Restricted Subsidiary after
such Asset Sale.
"Net Cash Proceeds" means, with respect to any issuance or sale of
Capital Stock, the cash proceeds of such issuance or sale, net of
attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees
actually incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.
"Officer" means the President and Chief Executive Officer, the Chief
Financial Officer or any Vice President of the Company.
"Officers' Certificate" means a certificate signed by two Officers
of the Company, at least one of whom shall be the principal executive officer
or principal financial officer of the Company, and delivered to the Trustee.
"Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.
"Permitted Debt" means:
(a) Debt of the Company evidenced by the Securities
and of LTV Steel evidenced by the Guaranty;
(b) Debt under the Credit Facilities; provided that
the aggregate principal amount of all such Debt under the Credit
Facilities, together with all Permitted Refinancing Debt Incurred
in respect of Debt previously Incurred pursuant to this clause
(b), at any one time outstanding shall not exceed the greater of
(i) $470,000,000 less the sum of the aggregate amount of all
prepayments and required payments of principal applied to reduce
the aggregate amount available to be borrowed under the Credit
Facilities or such Permitted Refinancing Debt, including pursuant
to Section 4.10, and (ii) the sum of the amounts equal to (x) 60%
of the book value of the inventory of the Company and the
Restricted Subsidiaries and (y) 85% of the book value of the
accounts receivable of the Company and the Restricted
Subsidiaries, in each case as of the most recently ended quarter
of the Company for which financial statements of the Company have
been provided to the Holders of Securities;
(c) Capital Expenditure Debt; provided that (i) the
aggregate principal amount of such Debt does not exceed the Fair
Market Value (on the date of the Incurrence thereof) of the
Property acquired, constructed or leased and (ii) the aggregate
principal amount of all Debt Incurred and then outstanding
pursuant to this clause (c), together with all Permitted
Refinancing Debt Incurred and then outstanding in respect of Debt
previously Incurred pursuant to this clause (c), does not exceed
$300,000,000;
(d) Debt of the Company owing to and held by any
Wholly Owned Subsidiary and Debt of a Restricted Subsidiary owing
to and held by the Company or any Wholly Owned Subsidiary;
provided, however, that any subsequent issue or transfer of
Capital Stock or other event that results in any such Wholly
Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any
subsequent transfer of any such Debt (except to the Company or a
Wholly Owned Subsidiary) shall be deemed, in each case, to
constitute the Incurrence of such Debt by the issuer thereof;
(e) Debt of a Restricted Subsidiary Incurred and
outstanding on or prior to the date on which such Restricted
Subsidiary was acquired by the Company or otherwise became a
Restricted Subsidiary (other than Debt Incurred as consideration
in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of
transactions pursuant to which such Restricted Subsidiary became
a Subsidiary of the Company or was otherwise acquired by the
Company); provided that at the time such Restricted Subsidiary
was acquired by the Company or otherwise became a Restricted
Subsidiary and after giving pro forma effect to the Incurrence of
such Debt, the Company would have been able to Incur $1.00 of
additional Debt pursuant to Section 4.05(a);
(f) Debt under Interest Rate Agreements entered into
by the Company or a Restricted Subsidiary for the purpose of
limiting interest rate risk in the ordinary course of the
financial management of the Company or such Restricted Subsidiary
and not for speculative purposes; provided that the obligations
under such agreements are directly related to payment obligations
on Debt otherwise permitted by Section 4.05;
(g) Debt under Commodity Price Protection Agreements
entered into by the Company or a Restricted Subsidiary in the
ordinary course of the financial management (including cost
control) of the Company or such Restricted Subsidiary and not for
speculative purposes;
(h) Debt in connection with one or more standby
letters of credit or performance bonds issued by the Company or a
Restricted Subsidiary in the ordinary course of business or
pursuant to self-insurance obligations and not in connection with
the borrowing of money or the obtaining of advances or credit;
(i) Debt outstanding on the Issue Date not otherwise
described in clauses (a) through (h) above and any additional
Debt Incurred after the Issue Date representing interest paid in-
kind on Debt outstanding pursuant to this clause (i);
(j) Debt of the Company or any Restricted Subsidiary
(other than Debt permitted by Section 4.05(a) or the other
clauses of this definition) in an aggregate principal amount
outstanding at any one time not to exceed $100,000,000; and
(k) Permitted Refinancing Debt Incurred in respect of
Debt Incurred pursuant to Section 4.05(a) and clauses (a), (b),
(c), (e) and (i) above, subject, in the case of clauses (b) and
(c) above, to the limitations set forth in the respective
provisos thereto.
"Permitted Liens" means:
(a) Liens to secure Debt permitted to be Incurred
under clause (b) of the definition of "Permitted Debt," provided
that any such Lien is limited to the accounts receivable and
inventory (and insurance proceeds and other Property similarly
incidental thereto) of the Company and the Restricted
Subsidiaries and any securities issued by Sales Finance or any
other bankruptcy-remote, special-purpose Subsidiary of the
Company that purchases such accounts receivable or inventory in
connection with the Incurrence of such Debt;
(b) Liens to secure Debt permitted to be Incurred
under clause (c) of the definition of "Permitted Debt," provided
that any such Lien may not extend to any Property of the Company
or any Restricted Subsidiary other than (i) the Property
acquired, constructed or leased with the proceeds of such Debt,
(ii) all improvements and accessions to such Property and (iii)
in the case of personal Property, any real Property underlying
such personal Property;
(c) Liens for taxes, assessments or governmental
charges or levies on the Property of the Company or any
Restricted Subsidiary if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are
being contested in good faith and by appropriate proceedings
promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision that shall be required in
conformity with GAAP shall have been made therefor;
(d) Liens imposed by law, such as carriers',
warehousemen's and mechanics' Liens on the Property of the
Company or any Restricted Subsidiary arising in the ordinary
course of business and securing payment of obligations which are
not more than 60 days past due or are being contested in good
faith and by appropriate proceedings;
(e) Liens on the Property of the Company or any
Restricted Subsidiary Incurred in the ordinary course of business
to secure performance of obligations with respect to statutory or
regulatory requirements, performance or return-of-money bonds,
surety bonds or other obligations of a like nature and Incurred
in a manner consistent with industry practice, in each case which
are not Incurred in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred
purchase price of Property and which do not in the aggregate
impair in any material respect the use of Property in the
operation of the business of the Company and the Restricted
Subsidiaries taken as a whole;
(f) Liens on Property at the time the Company or any
Restricted Subsidiary acquired such Property, including any
acquisition by means of a merger or consolidation with or into
the Company or any Restricted Subsidiary; provided, however, that
any such Lien may not extend to any other Property of the Company
or any Restricted Subsidiary; provided further, however, that
such Liens shall not have been Incurred in anticipation of or in
connection with the transaction or series of transactions
pursuant to which such Property was acquired by the Company or
any Restricted Subsidiary;
(g) Liens on the Property of a Person at the time such
Person becomes a Restricted Subsidiary; provided, however, that
any such Lien may not extend to any other Property of the Company
or any other Restricted Subsidiary which is not a direct
Subsidiary of such Person; provided further, however, that any
such Lien was not Incurred in anticipation of or in connection
with the transaction or series of transactions pursuant to which
such Person became a Restricted Subsidiary;
(h) pledges or deposits by the Company or any
Restricted Subsidiary under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than
for the payment of Debt) or leases to which the Company or any
Restricted Subsidiary is party, or deposits to secure public or
statutory obligations of the Company, or deposits for the payment
of rent, in each case Incurred in the ordinary course of
business;
(i) utility easements, building restrictions and such
other encumbrances or charges against real Property as are of a
nature generally existing with respect to properties of a similar
character;
(j) Liens existing on the Issue Date not otherwise
described in clauses (a) through (i) above, including the Lien
securing the USWA Secured Obligations, provided that such Lien
may be extended from time to time to Property of the Company or
any Restricted Subsidiary not subject thereto on the Issue Date
to the extent any such extension is required by the terms of the
Collateral Trust Agreement as in effect on the Issue Date;
(k) Liens on the Property of the Company or any
Restricted Subsidiary to secure any Refinancing, in whole or in
part, of any Debt secured by Liens referred to in clause (a),
(b), (f), (g) or (j) above; provided, however, that any such Lien
shall be limited to all or part of the same Property that secured
the original Lien (together with improvements and accessions to
such Property) and the aggregate principal amount of Debt that is
secured by such Lien shall not be increased to an amount greater
than the sum of (i) the outstanding principal amount, or, if
greater, the committed amount, of the Debt secured by Liens
described under clause (a), (b), (f), (g) or (j) above, as the
case may be, at the time the original Lien became a Permitted
Lien under the Indenture and (ii) an amount necessary to pay any
premiums, fees and other expenses incurred by the Company or such
Restricted Subsidiary in connection with such Refinancing; and
(l) Liens securing Debt not otherwise described in
clauses (a) through (k) above, provided that at the time any such
Lien is Incurred the sum of (i) the aggregate principal amount
(in the case of Debt sold at a discount, at Stated Maturity) of
all Secured Debt outstanding at such time (other than the USWA
Secured Obligations and any Permitted Refinancing Debt in respect
thereof to the extent not exceeding $250,000,000 in the
aggregate) and (ii) the aggregate amount of Attributable Debt
outstanding at such time with respect to Sale and Leaseback
Transactions entered into by the Company or any Restricted
Subsidiary, does not exceed 10% of Consolidated Net Tangible
Assets, as determined based on the consolidated balance sheet of
the Company as of the end of the most recent fiscal quarter
ending at least 45 days prior thereto.
"Permitted Refinancing Debt" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as (a) such Debt is in
an aggregate principal amount (or if Incurred with original issue discount,
an aggregate issue price) not in excess of the sum of (i) the aggregate
principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding of the Debt being Refinanced and
(ii) an amount necessary to pay any fees and expenses, including premiums
and defeasance costs, related to such Refinancing, (b) the Average Life of
such Debt is equal to or greater than the Average Life of the Debt being
Refinanced, (c) the Stated Maturity of such Debt is no earlier than the
earlier of (i) the Stated Maturity of the Debt being Refinanced and (ii)
the date that is at least one year and one day after the Stated Maturity of
the Securities and (d) the new Debt shall not be senior in right of payment
to the Debt that is being Refinanced; provided, however, that Permitted
Refinancing Debt shall not include (a) Debt of a Subsidiary that
Refinances Debt of the Company or (b) Debt of the Company or a Restricted
Subsidiary that Refinances Debt of an Unrestricted Subsidiary.
"Person" means any individual, corporation, company (including any
limited liability or joint-stock company), partnership, joint venture,
association, trust, unincorporated organization, government or any agency
or political subdivision thereof or any other entity.
"Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the Holder thereof to a preference with respect
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over
shares of any other class of Capital Stock issued by such Person.
"principal" of any Debt (including the Securities) means the
principal amount of such Debt plus the premium, if any, on such Debt.
"Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible, including Capital Stock in, and other
securities of, any other Person. For purposes of any calculation required
pursuant to the Indenture, the value of any Property shall be its Fair
Market Value.
"Public Equity Offering" means an underwritten public offering of
common stock of the Company pursuant to an effective registration statement
under the Securities Act.
"Rating Agencies" mean Moody's and S&P.
"Receivables Credit Agreement" means the Receivables Credit
Agreement dated as of October 12, 1994, as amended through the Issue Date,
among Sales Finance, [Bankers Trust Company], as collateral agent and
facility agent, and various financial institutions parties thereto as
lenders and issuing banks.
"Redeemable Dividend" means, for any dividend with respect to
Redeemable Stock, the quotient of the dividend divided by the difference
between one and the maximum statutory federal income tax rate (expressed as
a decimal number between 1 and 0) then applicable to the issuer of such
Redeemable Stock.
"Redeemable Stock" means, with respect to any Person, any Capital
Stock that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or otherwise (a) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(b) is or may become redeemable or repurchaseable at the option of the
holder thereof, in whole or in part, or (c) is convertible or exchangeable
for Debt or Disqualified Stock.
"Refinance" means, in respect of any Debt, to refinance, extend,
renew, refund, reply, prepay, redeem, defease or retire, or to issue other
Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.
"Related Business" means (i) any business that is related,
ancillary or complementary to the businesses of the Company and the
Restricted Subsidiaries on the Issue Date, (ii) with respect to any
Restricted Subsidiary acquired by the Company or by any other Restricted
Subsidiary after the Issue Date, any other businesses in which such
Restricted Subsidiary was engaged in at the time it was so acquired so long
as such Restricted Subsidiary is at such time and continues to be primarily
engaged in such related, ancillary or complementary businesses and (iii)
any other business acquired or otherwise entered into in accordance with
the Indenture.
"Restricted Payment" means (a) any dividend or distribution
(whether made in cash, securities or other Property) declared or paid on or
with respect to any shares of Capital Stock of the Company or any
Restricted Subsidiary (including any payment in connection with any merger
or consolidation with or into the Company or any Restricted Subsidiary),
except for any dividend or distribution which is made solely to the Company
or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a
Wholly Owned Subsidiary, to the other shareholders of such Restricted
Subsidiary on a pro rata basis) or any dividend or distribution payable
solely in shares of Capital Stock (other than Redeemable Stock) of the
Company; (b) any payment made by the Company or any Restricted Subsidiary
to purchase, redeem, repurchase, acquire or retire for value any Capital
Stock of the Company or any Affiliate of the Company (other than a
Restricted Subsidiary); or (c) any payment made by the Company or any
Restricted Subsidiary to purchase, redeem, repurchase, defease or otherwise
acquire or retire for value, prior to any scheduled maturity, scheduled
sinking fund or mandatory redemption payment, any Subordinated Obligation
(other than the purchase, repurchase, or other acquisition of any
Subordinated Obligation purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of acquisition).
"Restricted Subsidiary" means (a) any Subsidiary of the Company in
existence on or after the Issue Date unless such Subsidiary shall have been
designated an Unrestricted Subsidiary as permitted or required pursuant to
Section 4.14 and (b) an Unrestricted Subsidiary which is redesignated as a
Restricted Subsidiary as permitted pursuant to Section 4.14.
"S&P" means Standard & Poor's Ratings Service or any successor to
the rating agency business thereof.
"Sale and Leaseback Transaction" means any arrangement relating to
Property now owned or hereafter acquired whereby the Company or a
Restricted Subsidiary transfers such Property to another Person and the
Company or a Restricted Subsidiary leases it from such Person, other than
any such arrangement with respect to Property acquired or placed into
service by the Company or any Restricted Subsidiary after the Issue Date to
the extent entered into within 365 days after the date of such acquisition
or placement into service and not constituting a Capital Lease Obligation.
"Sales Finance" means LTV Sales Finance Company, a bankruptcy-remote,
special purpose Subsidiary of the Company.
"SEC" means the Securities and Exchange Commission or any successor
thereto.
"Secured Debt" means any Debt of the Company or any Restricted
Subsidiary secured by a Lien.
"Senior Debt" of the Company means (a) all obligations consisting
of the principal, and accrued and unpaid interest in respect of (i) Debt
of the Company for borrowed money and (ii) Debt of the Company evidenced
by notes, debentures, bonds or other similar instruments permitted under
the Indenture for the payment of which the Company is responsible or
liable; (b) all Capital Expenditure Debt of the Company; (c) all
obligations of the Company (i) for the reimbursement of any obligor on any
letter of credit, bankers' acceptance or similar credit transaction or (ii)
under Hedging Obligations; and (d) all obligations of other Persons of the
type referred to in clauses (a) and (b) for the payment of which the
Company is responsible or liable as Guarantor; provided, however, that
Senior Debt of the Company shall not include (A) Debt of the Company that
is by its terms subordinate in right of payment to the Securities; (B) any
Debt Incurred in violation of the provisions of the Indenture; (C)
accounts payable or any other obligations of the Company to trade creditors
created or assumed by the Company in the ordinary course of business in
connection with the obtaining of materials or services (including
Guarantees thereof or instruments evidencing such liabilities); (D) any
liability for Federal, state, local or other taxes owed or owing by the
Company; (E) any obligation of the Company to any Subsidiary; or (F) any
obligations with respect to any Capital Stock. "Senior Debt" of LTV Steel
has a correlative meaning, provided that clause (E) above shall be deemed
to refer to any obligation of LTV Steel to the Company or any Subsidiary of
the Company.
"Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.
"Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon
the happening of any contingency beyond the control of the issuer unless
such contingency has occurred).
"Subordinated Obligation" means any Debt of the Company or LTV Steel
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities or the Guaranty
pursuant to a written agreement to that effect.
"Subsidiary" means, in respect of any specified Person, any
corporation, company, partnership, joint venture, association or other
business entity of which more than 50% of the total voting power of shares
of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.
"Sumitomo Securities Purchase Agreement" means the Securities
Purchase Agreement dated as of May 26, 1993, as amended through the Issue
Date, by and among the Company, LTV Steel and SMI America, Inc.
"Temporary Cash Investments" means any of the following: (a)
Investments in Government Obligations, (b) Investments in time deposit
accounts, certificates of deposit and money market deposits maturing within
180 days of the date of acquisition thereof issued by a bank or trust
company which is organized under the laws of the United States of America
or any state thereof or any foreign country recognized by the United States
of America, which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $500 million or its foreign currency
equivalent and a long-term debt rating of "A-3" or "A-" or higher according
to ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Ratings Service (or
such similar equivalent rating by at least one "nationally recognized
statistical rating organization" (as defined in Rule 436 under the
Securities Act)), (c) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clause (a)
entered into with a bank meeting the qualifications described in clause (b)
above, (d) Investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America with a rating at the time as of which any
Investment therein is made of "P-1" (or higher) according to ▇▇▇▇▇'▇
Investors Service, Inc. or "A-1" (or higher) according to Standard & Poor's
Ratings Service (or such similar equivalent rating by at least one
"nationally recognized statistical rating organization" (as defined in Rule
436 under the Securities Act)) and (e) Investments in money market funds
all of whose assets are comprised of securities of the types described in
clauses (a) through (d) above.
"Trade Accounts Payable" means accounts payable or other
obligations of the Company or any Restricted Subsidiary to trade creditors
created or assumed by the Company or such Restricted Subsidiary in the
ordinary course of business in connection with the obtaining of goods or
services.
"Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.
"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Section
Section 77aaa-77bbbb) as in effect on the date of this Indenture except as
required by Section 9.03 hereof; provided that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture
Act of 1939, as so amended.
"Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.
"Unrestricted Subsidiary" means (a) any Subsidiary of the Company in
existence on the Issue Date that is not a Restricted Subsidiary; (b) any
Subsidiary of an Unrestricted Subsidiary; (c) any Subsidiary of the
Company that is designated after the Issue Date as an Unrestricted
Subsidiary as permitted pursuant to Section 4.14 and not thereafter
redesignated as a Restricted Subsidiary as permitted pursuant thereto; and
(d) Presque Isle Corporation and L-S Electro-Galvanizing Company.
"U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof)
for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer's
option.
"USWA" means the United Steelworkers of America.
"USWA Secured Obligations" means the retiree health benefit, plan
contribution and other obligations of the Company and its Subsidiaries
secured by a Lien granted to the USWA pursuant to the Collateral Trust
Agreement.
"Voting Stock" of a corporation means all classes of Capital
Stock of such corporation then outstanding and normally entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.
"Wholly Owned Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying
shares) is at such time owned, directly or indirectly, by the Company and
its other Wholly Owned Subsidiaries.
SECTION 1.02. Other Definitions.
Defined
Term in Section
---- ----------
"Affiliate Transaction"...................................... 4.12
"Bankruptcy Law"............................................. 6.01
"Change of Control Offer".................................... 4.09(a)
"Change of Control Purchase Price"........................... 4.09(a)
"Change of Control Payment Date"............................. 4.09(b)
"covenant defeasance option"................................. 8.01(b)
"Custodian".................................................. 6.01
"Event of Default"........................................... 6.01
"Excess Proceeds"............................................ 4.10(b)
"legal defeasance option".................................... 8.01(b)
"Legal Holiday".............................................. 11.08
"Obligations"................................................ 10.01
"Offer Amount"............................................... 4.10(d)(2)
"Offer Period"............................................... 4.10(d)(2)
"Paying Agent"............................................... 2.04
"Prepayment Offer"........................................... 4.10(c)
"Prepayment Offer Notice".................................... 4.10(d)(1)
"Purchase Date".............................................. 4.10(d)(1)
"Registrar".................................................. 2.04
"Surviving Person"........................................... 5.01(a)
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:
"Commission" means the SEC.
"indenture securities" means the Securities.
"indenture security holder" means a Securityholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor" on the indenture securities means the Company, LTV Steel
and any other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.
SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
(3) "or" is not exclusive;
(4) "including" means including without limitation;
(5) words in the singular include the plural and words in the plural
include the singular;
(6) unsecured Debt shall not be deemed to be subordinate or
junior to secured Debt merely by virtue of its nature as unsecured Debt;
(7) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in
accordance with GAAP; and
(8) the principal amount of any Preferred Stock shall be the
greater of (i) the maximum liquidation value of such Preferred Stock or
(ii) the maximum mandatory redemption or mandatory repurchase price with
respect to such Preferred Stock.
ARTICLE 2
The Securities
SECTION 2.01. Amount of Securities. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is $300,000,000. Subject to Section 2.03, the Trustee shall
authenticate Initial Securities for original issue on the Issue Date in the
aggregate principal amount of $300,000,000.
SECTION 2.02. Form and Dating. Provisions relating to the Initial
Securities and the Exchange Securities are set forth in Appendix A, which
is hereby incorporated in and expressly made part of this Indenture. The
Initial Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit 1 to Appendix A which is hereby
incorporated in and expressly made a part of this Indenture. The Exchange
Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage, provided that
any such notation, legend or endorsement is in a form reasonably acceptable
to the Company. Each Security shall be dated the date of its
authentication. The terms of the Securities set forth in Exhibit 1 to
Appendix A and Exhibit A are part of the terms of this Indenture.
SECTION 2.03. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.
If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall
be valid nevertheless.
At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company
to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities signed by
two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company, and the Trustee in accordance with such
written order of the Company shall authenticate and deliver such
Securities.
A Security shall not be valid until an authorized officer of the
Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.
The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited
by the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar,
Paying Agent or agent for service of notices and demands.
SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the "Registrar") and an office or
agency where Securities may be presented for payment (the "Paying Agent")
and an office or agency where notices and demands to or upon the Company or
LTV Steel in respect of the Securities and this Indenture may be served
(the "Notice Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or
more co-registrars and one or more additional paying agents. The term
"Paying Agent" includes any additional paying agent.
The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent, co-registrar or Notice Agent not a party to this
Indenture, which shall incorporate the terms of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent.
The Company shall notify the Trustee of the name and address of any such
agent. If the Company fails to maintain a Registrar or Paying Agent or
Notice Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or
any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar, co-registrar or transfer agent.
The Company initially appoints the Trustee as Registrar, Paying
Agent and Notice Agent in connection with the Securities.
SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to each
due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. If it fails to do so, it will notify the
Trustee. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Securityholders or the Trustee all money held by the Paying
Agent for the payment of principal of or interest on the Securities, shall
notify the Trustee of any default by the Company in making any such payment
and at any time during the continuance of any such default, upon the
written request of the Trustee, it shall forthwith pay to the Trustee all
sums so held in trust by such Paying Agent. If the Company or a Wholly
Owned Subsidiary acts as Paying Agent, it shall segregate the money held by
it as Paying Agent and hold it as a separate trust fund. If it fails to do
so, it will notify the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for
any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to
the Trustee.
SECTION 2.06. Securityholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee, in
writing at least five Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.
SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that
such Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if
the Holder satisfies any reasonable requirements of the Trustee. If
required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced. The Company and the Trustee may charge the Holder for their
expenses in replacing a Security.
Every replacement Security is an additional obligation of the
Company.
The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, lost, destroyed or wrongfully taken Securities.
SECTION 2.08. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described
in this Section as not outstanding. A Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.
If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.
If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient
to pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to
the Securityholders on that date pursuant to the terms of this Indenture,
then on and after that date such Securities (or portions thereof) cease to
be outstanding and interest on them ceases to accrue.
SECTION 2.09. Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for
temporary Securities.
SECTION 2.10. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else
shall cancel and dispose of (subject to the record retention requirements
of the Exchange Act) all Securities surrendered for registration of
transfer, exchange, payment or cancellation and deliver a certificate of
such disposition to the Company unless the Company directs the Trustee to
deliver cancelled Securities to the Company. The Company may not issue new
Securities to replace Securities it has redeemed, paid or delivered to the
Trustee for cancellation.
SECTION 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in
any lawful manner. The Company may pay the defaulted interest to the
persons who are Securityholders on a subsequent special record date. The
Company shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall
promptly mail to each Securityholder a notice that states the special
record date, the payment date and the amount of defaulted interest to be
paid.
SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state
that no representation is made as to the correctness of such numbers either
as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers.
ARTICLE 3
Redemption
SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall
notify the Trustee in writing of the redemption date, the principal amount
of Securities to be redeemed and that such redemption is being made
pursuant to paragraph 5 of the Securities.
The Company shall give each notice to the Trustee provided for in
this Section at least 45 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an
Officers' Certificate and an Opinion of Counsel from the Company to the
effect that such redemption will comply with the conditions herein.
SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method the Trustee
considers fair and appropriate. The Trustee shall make the selection from
outstanding Securities not previously called for redemption. The Trustee
may select for redemption portions of the principal of Securities that have
denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.
SECTION 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed.
The notice shall identify the Securities to be redeemed and shall
state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption must be surrendered to
the Paying Agent to collect the redemption price;
(5) if fewer than all the outstanding Securities are to be
redeemed, the identification and principal amounts of the particular
Securities to be redeemed;
(6) that, unless the Company defaults in making such redemption
payment or the Paying Agent is prohibited from making such payment pursuant
to the terms of this Indenture, interest on Securities (or portion thereof)
called for redemption ceases to accrue on and after the redemption date;
and
(7) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on
the Securities.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such
event, the Company shall provide the Trustee with the information required
by this Section.
SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and
payable on the redemption date and at the redemption price stated in the
notice. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price stated in the notice, plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date
that is on or prior to the date of redemption). Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.
SECTION 3.05. Deposit of Redemption Price. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if
the Company or a Wholly Owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price
of and accrued interest (subject to the right of Holders of record on the
relevant record date to receive interest due on the related interest
payment date that is on or prior to the date of redemption) on all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption which have been delivered by the Company
to the Trustee for cancellation.
SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the
Trustee shall authenticate for the Holder (at the Company's expense) a new
Security equal in principal amount to the unredeemed portion of the
Security surrendered.
ARTICLE 4
Covenants
SECTION 4.01. Payment of Securities. The Company shall promptly
pay the principal of and interest on the Securities on the dates and in the
manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the
Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal and interest then due and the Trustee or
the Paying Agent, as the case may be, is not prohibited from paying such
money to the Securityholders on that date pursuant to the terms of this
Indenture.
The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.
SECTION 4.02. SEC Reports. Notwithstanding that the Company may
not be required to remain subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Company shall file with, or furnish
to, the SEC such annual reports and such information, documents and other
reports as are specified in Sections 13 and 15(d) of the Exchange Act and
applicable to a U.S. corporation subject to such Sections, such
information, documents and reports to be so filed at the times specified
for the filing of such information, documents and reports under such
Sections (the "Required Filing Times"); provided, however, that the Company
shall not be so obligated to file such information, documents and reports
with the SEC if the SEC does not permit such filings. The Company shall
also in any event (a) within 15 days of each Required Filing Date, provide
the Trustee and the Holders of Securities with copies of such information,
documents and reports and (b) if the SEC does not permit the filing of such
information, documents and reports, promptly upon written request by a
prospective Holder of Securities supply copies of such information,
documents and reports to such prospective Holder of Securities.
SECTION 4.03. Intentionally Deleted.
SECTION 4.04. Covenant Termination. After the Company has
reached Investment Grade Status, and notwithstanding that the Company may
later cease to have an Investment Grade Rating from either or both of the
Rating Agencies, the Company and the Restricted Subsidiaries shall be
released from their obligations to comply with Sections 4.05, 4.06, 4.08,
4.10, 4.11, 4.12, 5.01(a)(v) and (vi), 5.02(a)(v) and (vi) and clause (x)
of the second paragraph (and such clause (x) as referred to in the first
paragraph) of Section 4.14. The Company shall notify the Trustee when it
reaches Investment Grade Status.
SECTION 4.05. Limitation on Debt and Restricted Subsidiary
Preferred Stock. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur any Debt (which
includes, in the case of Restricted Subsidiaries, Preferred Stock) unless,
after giving pro forma effect to the application of the proceeds thereof,
no Default or Event of Default would occur as a consequence of such
Incurrence or be continuing following such Incurrence and either (a) after
giving effect to the Incurrence of such Debt and the application of the
proceeds thereof, the Consolidated Interest Coverage Ratio would be greater
than 2.00 to 1.00 or (b) such Debt is Permitted Debt.
SECTION 4.06. Limitation on Restricted Payments. (a) The
Company shall not make, and shall not permit any Restricted Subsidiary to
make, directly or indirectly, any Restricted Payment if at the time of, and
after giving pro forma effect to, such proposed Restricted Payment:
(i) a Default or Event of Default shall have occurred
and be continuing;
(ii) the Company could not Incur at least $1.00 of
additional Debt pursuant to Section 4.05(a); or
(iii) the aggregate amount of such Restricted Payment
and all other Restricted Payments declared or made since the
Issue Date (the amount of any Restricted Payment, if made other
than in cash, to be based upon Fair Market Value) would exceed an
amount equal to the sum of:
(A) 50% of the aggregate amount of
Consolidated Net Income accrued during the period
(treated as one accounting period) from and after the
first day of the fiscal quarter following the end of
the most recent fiscal quarter ended immediately prior
to the Issue Date to the end of the most recent fiscal
quarter ending at least 45 days prior to the date of
such Restricted Payment (or if the aggregate amount of
Consolidated Net Income for such period shall be a
deficit, minus 100% of such deficit);
(B) Capital Stock Sale Proceeds; and
(C) the amount by which Debt (other than
Subordinated Obligations issued or sold prior to the
Issue Date) of the Company or LTV Steel is reduced on
the Company's balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Company)
subsequent to the Issue Date of any Debt of the Company
or LTV Steel convertible or exchangeable for Capital
Stock (other than Disqualified Stock) of the Company
(less the amount of any cash or other Property
distributed by the Company or any Restricted Subsidiary
upon such conversion or exchange).
(b) Notwithstanding the foregoing limitation, the Company may:
(i) pay dividends on its Capital Stock within 60 days
of the declaration thereof if, on said declaration date, such
dividends could have been paid in compliance with this Indenture;
provided, however, that at the time of such payment of such
dividend, no other Default or Event of Default shall have
occurred and be continuing (or would result therefrom); provided
further, however, that such dividend shall be included in the
calculation of the amount of Restricted Payments;
(ii) purchase, repurchase, redeem, legally defease,
acquire or retire for value Capital Stock of the Company or
Subordinated Obligations in exchange for, or out of the proceeds
of the substantially concurrent sale of, Capital Stock of the
Company (other than Disqualified Stock and other than Capital
Stock issued or sold to a Subsidiary of the Company or an
employee stock ownership plan or trust established by the Company
or any of its Subsidiaries for the benefit of their employees);
provided, however, that (A) such purchase, repurchase,
redemption, legal defeasance, acquisition or retirement shall be
excluded in the calculation of the amount of Restricted Payments
and (B) the Net Cash Proceeds from such exchange or sale shall be
excluded from the calculation of the amount of Capital Stock Sale
Proceeds;
(iii) purchase, repurchase, redeem, legally defease,
acquire or retire for value any Subordinated Obligations in
exchange for, or out of the proceeds of the substantially
concurrent sale of, Permitted Refinancing Debt; provided,
however, that such purchase, repurchase, redemption, legal
defeasance, acquisition or retirement shall be excluded in the
calculation of the amount of Restricted Payments;
(iv) expend up to $43,000,000 to repurchase, prior to
the two-year anniversary of the Issue Date, common stock of the
Company pursuant to the Company's stock repurchase plan approved
on January 24, 1997, by the Board of Directors; provided,
however, that at the time of, and after giving pro forma effect
to, any such expenditure, (A) no other Default or Event of
Default shall have occurred and be continuing and (B) the Company
could Incur at least $1.00 of additional Debt pursuant to Section
4.05(a); provided further, however, that such repurchase shall be
excluded in the calculation of the amount of Restricted Payments;
(v) expend up to $5,000,000 in any fiscal year of the
Company to repurchase common stock of the Company (i) to
distribute to current or former employees, officers and directors
of the Company and its Subsidiaries, (ii) from such current or
former employees, officers or directors or (iii) otherwise in
order to distribute as employee compensation; provided, however,
that at the time of, and after giving pro forma effect to, any
such expenditure, no other Default or Event of Default shall have
occurred and be continuing; provided further, however, that such
repurchase shall be excluded in the calculation of the amount of
Restricted Payments; and
(vi) expend up to $40,000,000 for Restricted Payments
in addition to amounts permitted pursuant to clauses (i) through
(v) above; provided, however, that at the time of, and after
giving pro forma effect to, any such expenditure, no other
Default or Event of Default shall have occurred and be
continuing; provided further, however, that such expenditures
shall be excluded in the calculation of the amount of Restricted
Payments.
SECTION 4.07. Limitation on Liens. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly,
Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of
its Property (including Capital Stock of a Restricted Subsidiary), whether
owned at the Issue Date or thereafter acquired, or any interest therein or
any income or profits therefrom, unless it has made or will make effective
provision whereby the Securities or the Guaranty will be secured by such
Lien equally and ratably with (or prior to) all other Debt of the Company
or any Restricted Subsidiary secured by such Lien.
SECTION 4.08. Limitation on Issuance or Sale of Capital Stock of
Restricted Subsidiaries. The Company shall not (a) sell, pledge,
hypothecate or otherwise dispose of any shares of Capital Stock of a
Restricted Subsidiary or (b) permit any Restricted Subsidiary to, directly
or indirectly, issue or sell or otherwise dispose of any shares of its
Capital Stock other than (i) directors' qualifying shares, (ii) to the
Company or a Wholly Owned Subsidiary or (iii) if, immediately after giving
effect to such disposition, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary; provided, however, that, in the case of
this clause (iii), (x) such disposition is effected in compliance with
Section 4.10 and (y) if such Restricted Subsidiary is LTV Steel, then, upon
consummation of such disposition and execution and delivery of a
supplemental indenture in form satisfactory to the Trustee, LTV Steel shall
be released from all its obligations under the Guaranty.
SECTION 4.09. Change of Control. (a) Upon the occurrence of a
Change of Control, each Holder of Securities shall have the right to
require the Company to repurchase all or any part of such Holder's
Securities pursuant to the offer described below (the "Change of Control
Offer") at a purchase price (the "Change of Control Purchase Price") equal
to 101% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the purchase date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the purchase date).
(b) Within 30 days following any Change of Control,
the Company shall (a) cause a notice of the Change of Control
Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or
similar business news service in the United States and (b) send,
by first-class mail, with a copy to the Trustee, to each Holder
of Securities, at such Holder's address appearing in the Security
Register, a notice stating: (i) that a Change of Control has
occurred and a Change of Control Offer is being made pursuant to
this Section 4.09 and that all Securities timely tendered will be
accepted for payment; (ii) the Change of Control Purchase Price
and the purchase date, which shall be, subject to any contrary
requirements of applicable law, a Business Day no earlier than 30
days nor later than 60 days from the date such notice is mailed
(the "Change of Control Payment Date"); (iii) that any
Securities (or portion thereof) accepted for payment (and duly
paid on the Change of Control Payment Date) pursuant to the
Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date; (iv) that any Securities (or
portions thereof) not tendered will continue to accrue interest;
(v) the circumstances and relevant facts regarding such Change of
Control (including information with respect to pro forma
historical income, cash flow and capitalization after giving
effect to the Change of Control); and (vi) the procedures that
Holders of Securities must follow in order to tender their
Securities (or portions thereof) for payment, and the procedures
that Holders of Securities must follow in order to withdraw an
election to tender Securities (or portions thereof) for payment.
(c) Holders electing to have a Security purchased will
be required to surrender the Security, with an appropriate form
(which may include the form on the reverse thereof) duly
completed, to the Company or its agent at the address specified
in the notice at least three Business Days prior to the Change of
Control Payment Date. Holders will be entitled to withdraw their
election if the Trustee or the Company receives not later than
one Business Day prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Security
which was delivered for purchase by the Holder and a statement
that such Holder is withdrawing his election to have such
Security purchased. Holders whose Securities are purchased only
in part shall be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered.
(d) On or prior to the Change of Control Payment Date,
the Company shall irrevocably deposit with the Trustee or with
the Paying Agent (or, if the Company or any of its Wholly Owned
Subsidiaries is acting as the Paying Agent, segregate and hold in
trust) in cash an amount equal to the Change of Control Purchase
Price payable to the Holders entitled thereto, to be held for
payment in accordance with the provisions of this Section. On
the Change of Control Payment Date, the Company shall deliver to
the Trustee the Securities or portions thereof which have been
properly tendered to and are to be accepted by the Company for
payment. The Trustee or the Paying Agent shall, on the Change of
Control Payment Date, mail or deliver payment to each tendering
Holder of the Change of Control Purchase Price. In the event
that the aggregate Change of Control Purchase Price is less than
the amount delivered by the Company to the Trustee or the Paying
Agent, the Trustee or the Paying Agent, as the case may be, shall
deliver the excess to the Company immediately after the Change of
Control Payment Date.
(e) At the time the Company delivers Securities to the
Trustee which are to be accepted for purchase, the Company shall
also deliver an Officers' Certificate stating that such
Securities are to be accepted by the Company pursuant to and in
accordance with the terms of this Section. A Security shall be
deemed to have been accepted for purchase at the time the Trustee
or the Paying Agent mails or delivers payment therefor to the
surrendering Holder.
(f) The Company will comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and
any other securities laws or regulations in connection with the
repurchase of Securities pursuant to a Change of Control Offer.
To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section, the
Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its
obligations under this Section by virtue of such compliance.
SECTION 4.10. Limitation on Asset Sales. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless (i) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset Sale
(or, in the case of a lease that is an Asset Sale, the Company or such
Restricted Subsidiary is to receive over the term of such lease
consideration) at least equal to the Fair Market Value of the Property
subject to such Asset Sale; (ii) at least 75% of the consideration paid to
the Company or such Restricted Subsidiary in connection with such Asset
Sale is in the form of cash, cash equivalents, Additional Assets or the
assumption by the purchaser of liabilities of the Company or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to
the Securities or the Guaranty) as a result of which the Company and the
Restricted Subsidiaries are no longer obligated with respect to such
liabilities; and (iii) the Company delivers an Officers' Certificate to the
Trustee certifying that such Asset Sale complies with the foregoing clauses
(i) and (ii).
(b) The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by
the terms of any Debt): (i) to prepay, repay, legally defease or purchase
Senior Debt of the Company or LTV Steel or Debt of any other Restricted
Subsidiary (excluding, in any such case, Debt owed to the Company or an
Affiliate of the Company); or (ii) to reinvest in Additional Assets
(including by means of an Investment in Additional Assets by a Restricted
Subsidiary with Net Available Cash received by the Company or another
Restricted Subsidiary); provided, however, that in connection with any
prepayment, repayment, legal defeasance or purchase of Debt pursuant to
clause (i) above, the Company, LTV Steel or such other Restricted
Subsidiary shall retire such Debt and shall cause the related loan
commitment (if any) to be permanently reduced by an amount equal to the
principal amount so prepaid, repaid, legally defeased or purchased.
(c) Any Net Available Cash from an Asset Sale not applied in
accordance with the preceding paragraph within twelve months from the date
of the receipt of such Net Available Cash shall constitute "Excess
Proceeds."
When the aggregate amount of Excess Proceeds exceeds $5,000,000
(taking into account income earned on such Excess Proceeds, if any), the
Company will be required to make an offer to purchase (the "Prepayment
Offer") the Securities which offer shall be in the amount of the Excess
Proceeds, on a pro rata basis according to principal amount, at a purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon, if any, to the Purchase Date (subject to the right of
Holders of record on the relevant record date to receive interest due on
the relevant interest payment date that is on or prior to the purchase
date) in accordance with the procedures (including prorating in the event
of oversubscription) set forth in this Indenture. To the extent that any
portion of the amount of Net Available Cash remains after compliance with
the preceding sentence and provided that all Holders of Securities have
been given the opportunity to tender their Securities for purchase as
described in Section 4.10(d), the Company or such Restricted Subsidiary may
use such remaining amount for any purpose permitted by this Indenture and
the amount of Excess Proceeds will be reset to zero.
(d) (1) Within five Business Days after the Company is
obligated to make a Prepayment Offer as described in Section 4.10(c), the
Company will send a written notice, by first-class mail, to the Trustee and
the Holders of Securities (the "Prepayment Offer Notice"), accompanied by
such information regarding the Company and its Subsidiaries as the Company
in good faith believes will enable such Holders to make an informed
decision with respect to such Prepayment Offer (which at a minimum shall
include (i) the most recently filed Annual Report on Form 10-K (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on Form 10-Q of the Company and any
Current Report on Form 8-K of the Company filed subsequent to such
Quarterly Report, other than Current Reports describing Asset Sales
otherwise described in the offering materials, or corresponding successor
reports (or, during any time that the Company is not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act,
corresponding reports prepared pursuant to Section 4.02), (ii) a
description of material developments in the Company's business subsequent
to the date of the latest of such reports and (iii) if material,
appropriate pro forma financial information). The Prepayment Offer Notice
shall state, (A) that a Prepayment Offer is being made pursuant to this
Section 4.10 and that all Securities timely tendered will be accepted for
payment (subject to proration), (B) that any Securities (or any portion
thereof) accepted for payment (and duly paid on the Purchase Date) pursuant
to the Prepayment Offer shall cease to accrue interest after the Purchase
Date, (C) the purchase price and purchase date, which shall be a Business
Day no earlier than 30 days nor later than 60 days from the date the
Prepayment Offer Notice is mailed (the "Purchase Date"), (D) the aggregate
principal amount of Securities (or portions thereof) to be purchased, (E)
that any Securities (or portions thereof) not tendered will continue to
accrue interest and (F) the procedures that Holders of Securities must
follow in order to tender their Securities (or portions thereof) for
payment and the procedures that Holders of Securities must follow in order
to withdraw an election to tender Securities (or portions thereof) for
payment.
(2) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount
of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the
Net Available Cash from the Asset Sales pursuant to which such Prepayment
Offer is being made and (iii) the compliance of such allocation with the
provisions of Section 4.10(b). On such date, the Company shall also
irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate
and hold in trust) in Temporary Cash Investments, maturing on the last day
prior to the Purchase Date or on the Purchase Date if funds are immediately
available by open of business, an amount equal to the Offer Amount to be
held for payment in accordance with the provisions of this Section. Upon
the expiration of the period for which the Prepayment Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for
cancelation the Securities or portions thereof which have been properly
tendered to and are to be accepted by the Company. The Trustee or the
Paying Agent shall, on the Purchase Date, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that
the aggregate purchase price of the Securities delivered by the Company to
the Trustee is less than the Offer Amount, the Trustee or the Paying Agent
shall deliver the excess to the Company immediately after the expiration of
the Offer Period for application in accordance with this Section.
(3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form (which may
include the form on the reverse thereof) duly completed, to the Company or
its agent at the address specified in the notice at least three Business
Days prior to the Purchase Date. Holders shall be entitled to withdraw
their election if the Trustee or the Company receives not later than one
Business Day prior to the Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such
Security purchased. If at the expiration of the Offer Period the aggregate
principal amount of Securities surrendered by Holders exceeds the Offer
Amount, the Company shall select the Securities to be purchased on a pro
rata basis (with such adjustments as may be deemed appropriate by the
Company so that only Securities in denominations of $1,000, or integral
multiples thereof, shall be purchased). Holders whose Securities are
purchased only in part shall be issued new Securities equal in principal
amount to the unpurchased portion of the Securities surrendered.
(4) At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by
the Company pursuant to and in accordance with the terms of this Section.
A Security shall be deemed to have been accepted for purchase at the time
the Trustee or the Paying Agent mails or delivers payment therefor to the
surrendering Holder.
(e) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities
pursuant to this Section. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section,
the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under this Section
by virtue thereof.
SECTION 4.11. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause
or suffer to exist any consensual restriction on the right of any
Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make
any other distributions on or in respect of its Capital Stock, or pay any
Debt or other obligation owed, to the Company or any other Restricted
Subsidiary, (b) make any loans or advances to the Company or any other
Restricted Subsidiary or (c) transfer any of its Property to the Company or
any other Restricted Subsidiary. The foregoing limitations will not apply
(i) with respect to clauses (a), (b) and (c), to restrictions (A) in effect
on the Issue Date, (B) relating to Debt of a Restricted Subsidiary and
existing at the time it became a Restricted Subsidiary if such restriction
was not created in connection with or in anticipation of the transaction or
series of transactions pursuant to which such Restricted Subsidiary became
a Restricted Subsidiary or was acquired by the Company, (C) which result
from the Refinancing of Debt Incurred pursuant to an agreement referred to
in the immediately preceding clause (i)(A) or (B) above or in clause
(ii)(A) or (B) below, provided that such restriction is no less favorable
to the Holders of Securities than those under the agreement evidencing the
Debt so Refinanced, or (D) on Sales Finance or any other bankruptcy-remote
special-purpose Subsidiary of the Company that purchases or sells accounts
receivable or inventory pursuant to the Credit Facilities and (ii) with
respect to clause (c) only, to restrictions (A) relating to Debt that is
permitted to be Incurred and secured pursuant to Section 4.05 and Section
4.07 that limit the right of the debtor to dispose of the Property securing
such Debt, (B) encumbering Property at the time such Property was acquired
by the Company or any Restricted Subsidiary, so long as such restriction
relates solely to the Property so acquired and was not created in
connection with or in anticipation of such acquisition, (C) resulting from
customary provisions restricting subletting or assignment of leases or
customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder or (D) customary restrictions contained in
asset sale agreements limiting the transfer of such Property pending the
closing of such sale.
SECTION 4.12. Limitation on Transactions with Affiliates. (a)
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into or suffer to
exist any transaction or series of transactions (including the purchase,
sale, transfer, assignment, lease, conveyance or exchange of any Property
or the rendering of any service) with, or for the benefit of, any Affiliate
of the Company (an "Affiliate Transaction"), unless (i) the terms of such
Affiliate Transaction are (A) set forth in writing and (B) no less
favorable to the Company or such Restricted Subsidiary, as the case may be,
than those that could be obtained in a comparable arm's-length transaction
with a Person that is not an Affiliate of the Company, (ii) if such
Affiliate Transaction involves aggregate payments or value in excess of
$10,000,000, the Board of Directors (including a majority of the
disinterested members of the Board of Directors) approves such Affiliate
Transaction and, in its good faith judgment, believes that such Affiliate
Transaction complies with clause (i) of this paragraph as evidenced by a
Board Resolution promptly delivered to the Trustee and (iii) if such
Affiliate Transaction involves aggregate payments or value in excess of
$25,000,000, the Company obtains a written opinion from an Independent
Appraiser to the effect that such Affiliate Transaction is fair, from a
financial point of view, to the Company or such Restricted Subsidiary, as
the case may be.
(b) Notwithstanding the foregoing limitation, the Company or any
Restricted Subsidiary may enter into or suffer to exist the following:
(i) any transaction or series of transactions between
the Company and one or more Restricted Subsidiaries or between
two or more Restricted Subsidiaries; provided that no more than
5% of the total voting power of the Voting Stock (on a fully
diluted basis) of any such Restricted Subsidiary is owned by an
Affiliate of the Company (other than a Restricted Subsidiary);
(ii) any Restricted Payment permitted to be made
pursuant to Section 4.06;
(iii) any issuance of securities, or other payments,
awards or grants in securities or otherwise pursuant to, or the
funding of, employment arrangements, pension plans, stock options
and stock ownership plans approved by the Board of Directors;
(iv) the payment of reasonable fees to directors of the
Company or such Restricted Subsidiary who are not employees of
the Company or any Restricted Subsidiary;
(v) loans and advances to employees made in the
ordinary course of business and consistent with the past
practices of the Company or such Restricted Subsidiary, as the
case may be, provided that such loans and advances do not exceed
$5,000,000 in the aggregate at any one time outstanding;
(vi) any transaction or series of transactions between
the Company or any Restricted Subsidiary and any of their joint
ventures, provided that (x) such transaction or series of
transactions is in the ordinary course of business between the
Company or such Restricted Subsidiary and such joint venture and
is consistent with the past practices of the Company and the
Restricted Subsidiaries with respect to their joint ventures, (y)
if such transaction or series of transactions constitutes an
Investment by the Company, such Restricted Subsidiary or such
joint venture, the other equity investors in such joint venture
(A) participate in such Investment on the same basis as the
Company or such Restricted Subsidiary, (B) have their interests
in such joint venture diluted to the extent such investors elect
not to so participate in such Investment or (C) individually
beneficially own 10% or less of the equity interests in such
joint venture and (z) such joint venture is engaged in a Related
Business; and
(vii) any transaction or series of transactions between
the Company or any Restricted Subsidiary and SMI America, Inc. or
any of its affiliates pursuant to the terms of the Sumitomo
Securities Purchase Agreement and any documents relating thereto,
as such Agreement and documents are in effect on the Issue Date.
SECTION 4.13. Limitation on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction with respect to any Property
unless (a) the Company or such Restricted Subsidiary would be entitled to
(i) Incur Debt in an amount equal to the Attributable Debt with respect to
such Sale and Leaseback Transaction pursuant to Section 4.05 and (ii)
create a Lien on such Property securing such Attributable Debt without
securing the Securities pursuant to Section 4.07 and (b) such Sale and
Leaseback Transaction is effected in compliance with Section 4.10;
provided, however, that the Company or any Restricted Subsidiary may at any
time enter into a Sale and Leaseback Transaction if the sum of (x) the
aggregate amount of Attributable Debt outstanding at such time with respect
to such Sale and Leaseback Transaction and all other Sale and Leaseback
Transactions entered into by the Company or any Restricted Subsidiary and
(y) the aggregate principal amount (in the case of Debt sold at a discount,
at Stated Maturity) of all Secured Debt outstanding at such time (other
than the USWA Secured Obligations and any Permitted Refinancing Debt in
respect thereof to the extent not exceeding $250,000,000 in the aggregate),
does not exceed 10% of Consolidated Net Tangible Assets as determined based
on the consolidated balance sheet of the Company as of the end of the
recent fiscal quarter ending at least 45 days prior thereto.
SECTION 4.14. Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors may designate any Subsidiary of the
Company to be an Unrestricted Subsidiary if (a) the Subsidiary to be so
designated does not own any Capital Stock or Debt of, or own or hold any
Lien on any Property of, the Company or any other Restricted Subsidiary,
(b) the Subsidiary to be so designated is not obligated under any Debt,
Lien or other obligation that, if in default, would result (with the
passage of time or notice or otherwise) in a default on any Debt of the
Company or of any Restricted Subsidiary and (c) either (i) the Subsidiary
to be so designated has total assets of $1,000 or less or (ii) such
designation is effective immediately upon such entity becoming a Subsidiary
of the Company or any Restricted Subsidiary. Unless so designated as an
Unrestricted Subsidiary, any Person that becomes a Subsidiary of the
Company or of any Wholly Owned Subsidiary will be classified as a
Restricted Subsidiary, provided that the requirements set forth in clauses
(x) and (y) of the immediately following paragraph would be satisfied after
giving pro forma effect to such classification. Any Person not permitted
by the terms of the immediately preceding sentence to be classified as a
Restricted Subsidiary shall be automatically classified as an Unrestricted
Subsidiary. Except as provided in the first sentence of this paragraph, no
Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.
The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary if, immediately after giving pro forma effect
to such designation, (x) the Company could Incur at least $1.00 of
additional Debt pursuant to Section 4.05(a) and (y) no Default or Event of
Default shall have occurred and be continuing or would result therefrom.
Any such designation or redesignation by the Board of Directors
will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an
Officers' Certificate (a) certifying that such designation or redesignation
complies with the foregoing provisions and (b) giving the effective date of
such designation or redesignation, such filing with the Trustee to occur
within 45 days after the end of the fiscal quarter of the Company in which
such designation or redesignation is made (or, in the case of a designation
or redesignation made during the last fiscal quarter of the Company's
fiscal year, within 90 days after the end of such fiscal year).
SECTION 4.15. Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company they
would normally have knowledge of any Default and whether or not the signers
know of any Default that occurred during such period. If they do, the
certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company
and LTV Steel also shall comply with TIA Section 314(a)(4).
SECTION 4.16. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.
ARTICLE 5
Successor Company
SECTION 5.01. When Company May Merge or Transfer Assets. (a)
The Company shall not merge, consolidate or amalgamate with or into any
other Person (other than a merger of a Wholly Owned Subsidiary into the
Company) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions unless: (i) the Company shall be the surviving Person (the
"Surviving Person") or the Surviving Person (if other than the Company)
formed by such merger, consolidation or amalgamation or to which such sale,
transfer, assignment, lease, conveyance or disposition is made shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia; (ii) the Surviving
Person (if other than the Company) expressly assumes, by supplemental
indenture in form satisfactory to the Trustee, executed and delivered to
the Trustee by such Surviving Person, the due and punctual payment of the
principal of and interest on all the Securities, according to their tenor,
and the due and punctual performance and observance of all the covenants
and conditions of this Indenture to be performed by the Company; (iii) in
the case of a sale, transfer, assignment, lease, conveyance or other
disposition of all or substantially all the Company's Property, such
Property shall have been transferred as an entirety or virtually as an
entirety to one Person; (iv) immediately before and after giving effect to
such transaction or series of transactions on a pro forma basis (and
treating, for purposes of this clause (iv) and clauses (v) and (vi) below,
any Debt which becomes, or is anticipated to become, an obligation of the
Surviving Person or any Restricted Subsidiary as a result of such
transaction or series of transactions as having been Incurred by the
Surviving Person or such Restricted Subsidiary at the time of such
transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing; (v) immediately after giving effect
to such transaction or series of transactions on a pro forma basis, the
Company or the Surviving Person, as the case may be, would be able to Incur
at least $1.00 of additional Debt under Section 4.05(a); (vi) immediately
after giving effect to such transaction or series of transactions on a pro
forma basis, the Surviving Person shall have a Consolidated Net Worth in an
amount which is not less than the Consolidated Net Worth of the Company
immediately prior to such transaction or series of transactions; and (vii)
the Company shall deliver, or cause to be delivered, to the Trustee, in
form reasonably satisfactory to the Trustee, an Officers' Certificate and
an Opinion of Counsel, each stating that such transaction and any
supplemental indenture in respect thereto comply with this Section 5.01 and
that all conditions precedent herein provided for relating to such
transaction have been satisfied.
(b) The Surviving Person will succeed to, and be substituted
for, and may exercise every right and power of the Company under this
Indenture, but the predecessor Company in the case of a sale, transfer,
assignment, lease, conveyance or other disposition, shall not be released
from the obligation to pay the principal of and interest on the Securities.
SECTION 5.02. When LTV Steel May Merge or Transfer Assets. (a)
The Company shall not permit LTV Steel to merge, consolidate or amalgamate
with or into any other Person (other than a merger of a Wholly Owned
Subsidiary into LTV Steel) or sell, transfer, assign, lease, convey or
otherwise dispose of all or substantially all its Property in any one
transaction or series of transactions unless: (i) the Surviving Person (if
not LTV Steel) formed by such merger, consolidation or amalgamation or to
which such sale, transfer, assignment, lease, conveyance or disposition is
made shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia;
(ii) the Surviving Person (if other than LTV Steel) expressly assumes, by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such Surviving Person, the due and punctual
performance and observances of all the obligations of LTV Steel under the
Guaranty; (iii) in the case of a sale, transfer, assignment, lease,
conveyance or other disposition of all or substantially all the Property of
LTV Steel, such Property shall have been transferred as an entirety or
virtually as an entirety to one Person; (iv) immediately before and after
giving effect to such transaction or series of transactions on a pro forma
basis (and treating, for purposes of this clause (iv) and clauses (v) and
(vi) below, any Debt which becomes, or is anticipated to become, an
obligation of the Surviving Person, the Company or any Restricted
Subsidiary as a result of such transaction or series of transactions as
having been incurred by the Surviving Person, the Company or such
Restricted Subsidiary at the time of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing; (v) immediately after giving effect to such transaction or
series of transactions on a pro forma basis, the Company would be able to
Incur at least $1.00 of additional Debt under Section 4.05(a); (vi)
immediately after giving effect to such transaction or series of
transactions on a pro forma basis, the Company shall have a Consolidated
Net Worth in an amount which is not less than the Consolidated Net Worth of
the Company immediately prior to such transaction or series of
transactions; and (vii) the Company shall deliver, or cause to be
delivered, to the Trustee, in form reasonably satisfactory to the Trustee,
an Officers' Certificate and an Opinion of Counsel, each stating that such
transaction and such supplemental indenture, if any, in respect thereto
comply with this covenant and that all conditions precedent herein provided
for relating to such transaction have been satisfied. The foregoing
provisions (other than clause (iv)) shall not apply to any transactions
which constitute an Asset Sale if the Company has complied with Section
4.10 and the Guaranty has been released pursuant to Section 4.08.
(b) The Surviving Person will succeed to, and be substituted
for, and may exercise every right and power of LTV Steel under the
Guaranty.
ARTICLE 6
Defaults and Remedies
SECTION 6.01. Events of Default. The following events shall be
"Events of Default":
(1) the Company defaults in any payment of interest on any Security
when the same becomes due and payable, and such default continues for a
period of 30 days;
(2) the Company defaults in the payment of the principal of any
Security when the same becomes due and payable at its Stated Maturity, upon
optional redemption, upon required repurchase, upon acceleration or
otherwise;
(3) the Company or LTV Steel fails to comply with Article 5;
(4) the Company fails to comply with any of its agreements or
covenants in the Securities or this Indenture (other than those referred to
in clause (1), (2) or (3) above) and such failure continues for 30 days
after notice is given to the Company as specified below;
(5) a default by the Company or any Restricted Subsidiary under
any Debt of the Company or any Restricted Subsidiary which results in the
acceleration of the maturity of such Debt, or failure to pay any such Debt
at maturity, in an aggregate amount greater than $20,000,000 or its foreign
currency equivalent at the time;
(6) the Company or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief
against it in an involuntary case;
(C) consents to the appointment of a Custodian of it or
for any substantial part of its property; or
(D) makes a general assignment for the benefit of its
creditors; or takes any comparable action under any foreign laws
relating to insolvency;
(7) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company or any
Significant Subsidiary in an involuntary case;
(B) appoints a Custodian of the Company or any
Significant Subsidiary or for any substantial part of its
property;
(C) orders the winding up or liquidation of the Company
or any Significant Subsidiary; or
(D) is for any similar relief granted under any foreign
laws; and in each such case the order or decree remains unstayed
and in effect for 60 days;
(8) any judgment or judgements for the payment of money in an
aggregate amount in excess of $20,000,000 or its foreign currency
equivalent at the time is entered against the Company or any Restricted
Subsidiary, and shall not be waived, satisfied or discharged for any period
of 30 consecutive days during which a stay of enforcement shall not be in
effect; or
(9) the Guaranty ceases to be in full force and effect (other
than in accordance with the terms of this Indenture or the Guaranty) or LTV
Steel denies or disaffirms its obligations under the Guaranty.
The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body.
The term "Bankruptcy Law" means ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or
any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding notify the Company (and, in the case of such
notice by Holders, the Trustee) of the Default and the Company does not
cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state
that such notice is a "Notice of Default".
The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers'
Certificate of any event which with the giving of notice or the lapse of
time would become an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.
SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(6) or (7)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding
by notice to the Company and the Trustee, may declare the principal amount
of all the Securities then outstanding plus accrued but unpaid interest to
the date of acceleration to be immediately due and payable. In case an
Event of Default specified in Section 6.01(6) or (7) shall occur, such
amount with respect to all the Securities shall be due and payable
immediately without any declaration or other act on the part of the Trustee
or the Holders of the Securities. The Holders of a majority in aggregate
principal amount of the outstanding Securities may by notice to the Trustee
and the Company rescind any declaration of acceleration if the rescission
would not conflict with any judgment or decree, and if all existing Events
of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of the acceleration. No such
rescission shall affect any subsequent Default or impair any right
consequent thereto.
SECTION 6.03. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.
The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any
right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default. No remedy is exclusive of any other remedy, except as provided in
the last paragraph of Section 2.07. All available remedies are cumulative.
SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Securities by notice to the
Trustee may waive an existing Default and its consequences except (i) a
Default in the payment of the principal of or interest on a Security or
(ii) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected. When a
Default is waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or impair any consequent right.
SECTION 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount of the Securities may direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section
7.01, that the Trustee determines is unduly prejudicial to the rights of
other Securityholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to reasonable
indemnity against all losses and expenses caused by taking or not taking
such action.
SECTION 6.06. Limitation on Suits. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:
(1) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default;
(2) the Holders of at least 25% in aggregate principal amount of
the Securities then outstanding shall have made a written request, and such
Holder of or Holders shall have offered reasonable indemnity, to the
Trustee to pursue such proceeding as trustee; and
(3) the Trustee has failed to institute such proceeding and has
not received from the Holders of at least a majority in aggregate principal
amount of the Securities outstanding a direction inconsistent with such
request, within 60 days after such notice, request and offer.
The foregoing limitations on the pursuit of remedies by a
Securityholder shall not apply to a suit instituted by a Holder of
Securities for the enforcement of payment of the principal of or interest
on such Security on or after the applicable due date specified in such
Security. A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.
SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on the Securities
held by such Holder, on or after the respective due dates expressed in this
Securities, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.
SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount then due and owing (together
with interest on any unpaid interest to the extent lawful) and the amounts
provided for in Section 7.07.
SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the
Company, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election
of a trustee in bankruptcy or other Person performing similar functions,
and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and its counsel, and any other amounts due the Trustee under Section
7.07.
Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.
SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property
in the following order:
FIRST: to the Trustee for amounts due under Section 7.07;
SECOND: to Securityholders for amounts due and unpaid on the
Securities for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the
Securities for principal and interest, respectively; and
THIRD: to the Company.
The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days
before such record date, the Company shall mail to each Securityholder and
the Trustee a notice that states the record date, the payment date and
amount to be paid.
SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate
principal amount of the Securities.
SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to
the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and shall
not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power
as though no such law had been enacted.
ARTICLE 7
Trustee
SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this
Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.
(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful
misconduct, except that:
(1) this paragraph does not limit the effect of
paragraph (b) of this Section;
(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer unless it is
proved that the Trustee was negligent in ascertaining the
pertinent facts; and
(3) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to Section 6.05.
(4) no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if
it shall have reasonable grounds to believe that repayment of
such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.
(d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
(f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.
(g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.
(h) The Trustee shall not be charged with knowledge of any
Default or Event of Default or of the identity of any Significant
Subsidiary unless (i) a Trust Officer assigned to and working in the
Trustee's Corporate Trustee Administration Department shall have actual
knowledge thereof or (ii) the Trustee shall have received notice thereof in
accordance with Section 11.02 from the Company, LTV Steel or any Holder.
SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact
or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith
in reliance on the Officers' Certificate or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with
due care.
(d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within
its rights or powers; provided, however, that the Trustee's conduct does
not constitute wilful misconduct or negligence.
(e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of
such counsel.
(f) Unless otherwise provided herein, any request or direction
of the Company mentioned herein shall be sufficiently evidenced by a
written order signed by two Officers or by an Officer and either an
Assistant Treasurer or Assistant Secretary of the Company.
SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.
SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company or LTV Steel in this Indenture
or in any document issued in connection with the sale of the Securities or
in the Securities other than the Trustee's certificate of authentication.
SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to
each Securityholder notice of the Default within 90 days after it is known
to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default in payment of principal of or interest on
any Security, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding
the notice is in the interests of Securityholders.
SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with May 15, 1998, and in any event
prior to July 15 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of May 15 each year that complies
with TIA Section 313(a), if and to the extent required by said subsection.
The Trustee also shall comply with TIA Section 313(b).
A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if
any) on which the Securities are listed. The Company agrees to notify
promptly the Trustee whenever the Securities become listed on any stock
exchange and of any delisting thereof.
SECTION 7.07. Compensation and Indemnity. The Company shall pay
to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee against
any and all loss, liability or expense (including attorneys' fees) incurred
by it in connection with the acceptance and administration of this trust
and the performance of its duties hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee
may have separate counsel and the Company shall pay the fees and expenses
of such counsel. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own wilful misconduct, negligence or bad faith. The Company need
not pay for any settlement made by the Trustee without the Company's
consent, such consent not to be unreasonably withheld.
To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust
to pay principal of and interest on particular Securities.
The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. Without limiting any other rights
available to the Trustee under applicable law, when the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(6) or
(7) with respect to the Company, the expenses are intended to constitute
expenses of administration under the Bankruptcy Law.
SECTION 7.08. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in
aggregate principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee. The Company
shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of
the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting.
If the Trustee resigns, is removed by the Company or by the
Holders of a majority in aggregate principal amount of the Securities and
such Holders do not reasonably promptly appoint a successor Trustee, or if
a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Company
shall promptly appoint a successor Trustee.
A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Securityholders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.
If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in aggregate principal amount of the Securities may petition
any court of competent jurisdiction for the appointment of a successor
Trustee.
If the Trustee fails to comply with Section 7.10, any
Securityholder who has been bona fide Holder of a Security for at least six
months may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.
Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.
SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Trustee.
In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and
deliver such Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated, any such successor to the
Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and
in all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the
certificate of the Trustee shall have.
SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), subject to the penultimate paragraph
thereof (as in existence on the date hereof); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture
or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.
SECTION 7.11. Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or
been removed shall be subject to TIA Section 311(a) to the extent
indicated.
ARTICLE 8
Discharge of Indenture; Defeasance
SECTION 8.01. Discharge of Liability on Securities; Defeasance.
(a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (ii) all outstanding Securities have become due and
payable, whether at maturity or as a result of the mailing of a notice of
redemption pursuant to Article 3 and the Company irrevocably deposits with
the Trustee funds sufficient to pay at maturity or upon redemption all
outstanding Securities, including interest thereon to maturity or such
redemption date (other than Securities replaced pursuant to Section 2.07),
and if in either case the Company pays all other sums payable hereunder by
the Company, then this Indenture shall, subject to Sections 8.01(c), cease
to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with, and at the cost and
expense of the Company.
(b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under
Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14,
5.01(a)(v) and (vi) and 5.02 and the operation of Sections 6.01(5),
6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections
6.01(6) and (7), with respect only to Significant Subsidiaries) ("covenant
defeasance option"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.
If the Company exercises its legal defeasance option, payment of
the Securities may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified
in Sections 6.01(4) (with respect to the Sections of Article 4 identified
in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7), 6.01(8)
and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect
only to Significant Subsidiaries) or because of the failure of the Company
to comply with Section 5.01(a)(v) or (vi) or Section 5.02. If the Company
exercises its legal defeasance option or its covenant defeasance option,
LTV Steel shall be released from all its obligations under the Guaranty.
Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.
(c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06
shall survive until the Securities have been paid in full. Thereafter, the
Company's obligations in Sections 7.07, 8.05 and Sections 2.3 and 2.4 of
Appendix A hereto shall survive.
SECTION 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only
if:
(1) the Company irrevocably deposits in trust with the
Trustee money or U.S. Government Obligations for the payment of
principal of and interest on the Securities to maturity or
redemption, as the case may be;
(2) the Company delivers to the Trustee a certificate
from a nationally recognized firm of indepen-dent accountants
expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as
will be sufficient to pay principal and interest when due on all
the Securities to maturity or redemption, as the case may be;
(3) 123 days pass after the deposit is made and during
the 123-day period no Default specified in Section 6.01(6) or (7)
with respect to the Company occurs which is continuing at the end
of the period;
(4) the deposit does not constitute a default under any
other agreement binding on the Company;
(5) the Company delivers to the Trustee an Opinion of
Counsel to the effect that the trust resulting from the deposit
does not constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940;
(6) in the case of the legal defeasance option, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii)
since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm
that, the Securityholders will not recognize income, gain or loss
for Federal income tax purposes as a result of such defeasance
and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case
if such defeasance had not occurred;
(7) in the case of the covenant defeasance option, the
Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Securityholders will not recognize income,
gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not
occurred; and
(8) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge of the
Securities as contemplated by this Article 8 have been complied
with.
Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future
date in accordance with Article 3.
SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it
pursuant to this Article 8. It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest
on the Securities.
SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money
or securities held by them at any time, the existence of such excess to be
based on a certificate from a nationally recognized firm of independent
accountants delivered to the Trustee, which may include the certificate
referred to in Section 8.02(2).
Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for
two years, and, thereafter, all liability of the Trustee and the Paying
Agent with respect to such money shall cease and Securityholders entitled
to the money must look to the Company for payment as general creditors.
SECTION 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.
SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance
with this Article 8 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8
until such time as the Trustee or Paying Agent is permitted to apply all
such money or U.S. Government Obligations in accordance with this Article
8; provided, however, that, if the Company has made any payment of interest
on or principal of any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.
ARTICLE 9
Amendments
SECTION 9.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or
consent of any Securityholder:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to comply with Article 5;
(3) to provide for uncertificated Securities in
addition to or in place of certificated Securities; provided,
however, that the uncertificated Securities are issued in
registered form for purposes of Section 163(f) of the Code or in
a manner such that the uncertificated Securities are described in
Section 163(f)(2)(B) of the Code;
(4) to add additional Guarantees with respect to the
Securities or to release LTV Steel from the Guaranty when
permitted by the terms hereof, or to secure the Securities;
(5) to add to the covenants of the Company for the
benefit of the Holders or to surrender any right or power herein
conferred upon the Company;
(6) to comply with any requirements of the SEC in
connection with qualifying, or maintaining the qualification of,
this Indenture under the TIA; or
(7) to make any change that does not adversely affect
the rights of any Securityholder.
After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment
under this Section.
SECTION 9.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities. However, without
the consent of each Securityholder affected thereby, an amendment may not:
(1) reduce the amount of Securities whose Holders must
consent to an amendment or waiver;
(2) reduce the rate of or change the time for payment
of interest on any Security;
(3) reduce the principal of or extend the Stated
Maturity of any Security;
(4) reduce the amount payable upon the redemption or
repurchase of any Security under Article 3 or Section 4.09 or
4.10 or change the time at which any Security may be redeemed in
accordance with Article 3;
(5) make any Security payable in a currency other than
that stated in the Security;
(6) subordinate the Securities to any other obligation
of the Company;
(7) make any change in the Guaranty that would
adversely affect the Securityholders;
(8) impair the right of any Holder to institute suit
for enforcement of any payment on or with respect to such
Holder's Securities or the Guaranty;
(9) release any security that may have been granted in
favor of the Holders of the Securities;
(10) at any time after a Change of Control or Asset
Sale has occurred, change the time at which the Change of Control
Offer or Prepayment Offer relating thereto must be made or at
which the Securities must be repurchased pursuant to such Change
of Control Offer or Prepayment Offer; or
(11) make any change in Section 6.04 or 6.07 or the
second sentence of this Section.
It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.
After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment
under this Section.
SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as
then in effect.
SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder's Security,
even if notation of the consent or waiver is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent or
waiver as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. After an amendment or waiver becomes effective,
it shall bind every Securityholder. An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee.
The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted
to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and
only those Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 120 days after such record date.
SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the
Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security regarding the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall
not affect the validity of such amendment.
SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment
does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. If it does, the Trustee may but need not sign it. In signing
such amendment the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, and (subject to Section 7.01)
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted
by this Indenture.
SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to
any Holder for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture or the Securities unless
such consideration is offered to be paid to all Holders that so consent,
waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.
ARTICLE 10
LTV Steel Guaranty
SECTION 10.01. Guaranty. LTV Steel hereby unconditionally
guarantees to each Holder and to the Trustee and its successors and assigns
(a) the full and punctual payment of principal of and interest on the
Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under this
Indenture and the Securities and (b) the full and punctual performance
within applicable grace periods of all other obligations of the Company
under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the "Obligations"). LTV Steel further
agrees that the Obligations may be extended or renewed, in whole or in
part, without notice or further assent from LTV Steel and that LTV Steel
will remain bound under this Article 10 notwithstanding any extension or
renewal of any Obligation.
LTV Steel waives presentation to, demand of, payment from and
protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. LTV Steel waives notice of any default under the
Securities or the Obligations. The obligations of LTV Steel hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Securities or any
other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms
or provisions of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Obligations or any of them; (e) the failure of any Holder or the Trustee
to exercise any right or remedy against any other guarantor of the
Obligations; or (f) any change in the ownership of LTV Steel.
LTV Steel further agrees that the Guaranty herein constitutes a
guarantee of payment, performance and compliance when due (and not a
guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Obligations.
Except as expressly set forth in Sections 4.08, 5.02 and 8.01(b),
the obligations of LTV Steel hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of LTV Steel herein shall not
be discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any
other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of LTV Steel or
would otherwise operate as a discharge of LTV Steel as a matter of law or
equity.
LTV Steel further agrees that the Guaranty herein shall continue
to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Obligation
is rescinded or must otherwise be restored by any Holder or the Trustee
upon the bankruptcy or reorganization of the Company or otherwise.
In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against
LTV Steel by virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Obligation when and as the same shall
become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Obligation, LTV Steel
hereby promises to and will, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee
an amount equal to the sum of (i) the unpaid amount of such Obligations,
(ii) accrued and unpaid interest on such Obligations (but only to the
extent not prohibited by law) and (iii) all other monetary Obligations of
the Company to the Holders and the Trustee.
LTV Steel agrees that it shall not be entitled to any right of
subrogation in respect of any Obligations guaranteed hereby until payment
in full in cash of all Obligations. LTV Steel further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of LTV Steel's
Guaranty herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such
obligations as provided in Article 6, such Obligations (whether or not due
and payable) shall forthwith become due and payable by LTV Steel for the
purposes of this Section.
LTV Steel also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section.
SECTION 10.02. Contribution. The Company agrees that, in the
event a payment shall be made by LTV Steel under the Guaranty, the Company
shall indemnify LTV Steel in an amount equal to the amount of such payment
multiplied by a fraction, the numerator of which shall be the net worth of
the Company on the date hereof and the denominator of which shall be the
aggregate net worth of the Company and LTV Steel on the date hereof.
SECTION 10.03. Successors and Assigns. This Article 10 shall be
binding upon LTV Steel and its successors and assigns and shall enure to
the benefit of the successors and assigns of the Trustee and the Holders
and, in the event of any transfer or assignment of rights by any Holder or
the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions of
this Indenture.
SECTION 10.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 10 shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. The rights, remedies and
benefits of the Trustee and the Holders herein expressly specified are
cumulative and not exclusive of any other rights, remedies or benefits
which either may have under this Article 10 at law, in equity, by statute
or otherwise.
SECTION 10.05. Modification. No modification, amendment or
waiver of any provision of this Article 10, nor the consent to any
departure by LTV Steel therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice to or demand on LTV Steel in any
case shall entitle LTV Steel to any other or further notice or demand in
the same, similar or other circumstances.
ARTICLE 11
Miscellaneous
SECTION 11.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision of
the TIA which is required under said Act to be a part of and govern this
Indenture, the required provision shall control.
SECTION 11.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly
thereafter) and addressed as follows:
if to the Company:
The LTV Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
if to LTV Steel:
LTV Steel Company, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
if to the Trustee:
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trustee Administration Department
The Company, LTV Steel or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.
Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears
on the registration books of the Registrar and shall be sufficiently given
if so mailed within the time prescribed.
Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.
SECTION 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).
SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company
shall furnish to the Trustee:
(1) an Officers' Certificate in form reasonably
satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied
with; and
(2) an Opinion of Counsel in form reasonably
satisfactory to the Trustee stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.
SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:
(1) a statement that the individual making such
certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with;
and
(4) a statement as to whether or not, in the opinion of
such individual, such covenant or condition has been complied
with.
SECTION 11.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the
Company or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company shall be
disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee knows
are so owned shall be so disregarded. Also, subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, the Paying Agent and any co-registrar may
make reasonable rules for their functions.
SECTION 11.08. Legal Holidays. A "Legal Holiday" is a Saturday,
a Sunday or a day on which banking institutions are not required to be open
in the State of New York. If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.
SECTION 11.09. Governing Law. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 11.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company or LTV Steel shall not
have any liability for any obligations of the Company or LTV Steel under
the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a
Security, each Securityholder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of
the Securities.
SECTION 11.11. Successors. All agreements of the Company and
LTV Steel in this Indenture and the Securities shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.
SECTION 11.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is
enough to prove this Indenture.
SECTION 11.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed as of the date first written above.
THE LTV CORPORATION,
by
-------------------------------
Name:
Title:
LTV STEEL COMPANY, INC.,
by
-------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Trustee,
by
-------------------------------
Name:
Title:
APPENDIX A
FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT
TO RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE
TRANSACTIONS IN RELIANCE ON REGULATION S.
PROVISIONS RELATING TO INITIAL SECURITIES
-----------------------------------------
AND EXCHANGE SECURITIES
-----------------------
1. Definitions
1.1 Definitions
For the purposes of this Appendix A the following terms shall
have the meanings indicated below:
"Definitive Security" means a certificated Initial Security
bearing, if required, the restricted securities legend set forth in Section
2.03(d).
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Securities" means the 8.20% Senior Notes Due 2007 to
be issued pursuant to this Indenture in connection with a Registered Exchange
Offer or a Private Exchange pursuant to the Registration Agreement.
"JAI" means an institutional "accredited investor" as described
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
"Initial Purchasers" means Salomon Brothers Inc. Credit Suisse
First Boston Corporation and Chase Securities Inc.
"Initial Securities" means the 8.20% Senior Notes Due 2007 in
the aggregate principal amount of $300,000,000 originally issued on the Issue
Date.
"Private Exchange" means the offer by the Company, pursuant to
Section 2(f) of the Registration Agreement, to issue and deliver to the
Initial Purchasers, in exchange for the Initial Securities held by the Initial
Purchasers as part of their initial distribution, a like aggregate principal
amount of Private Exchange Securities.
"Private Exchange Securities" means the 8.20% Senior Notes Due
2007 to be issued pursuant to this Indenture in connection with a Private
Exchange pursuant to the Registration Agreement.
"Purchase Agreement" means the Purchase Agreement dated
September 17, 1997, among the Company, LTV Steel and the Initial Purchasers
relating to the Initial Securities.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.
"Registration Agreement" means the Registration Agreement dated
September 17, 1997, among the Company, LTV Steel and the Initial Purchasers
relating to the Initial Securities. -
"Securities" means the Initial Securities and the Exchange
Securities, treated as a single class.
"Securities Act" means the Securities Act of 1933.
"Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor person
thereto, who shall initially be the Trustee.
"Shelf Registration Statement" means a registration statement
issued by the Company in connection with the offer and sale of Initial
Securities pursuant to the Registration Agreement.
"Transfer Restricted Securities" means Definitive Securities
and any other Securities that bear or are required to bear the legend set
forth in Section 2.3(d) hereto.
1.2 Other Definitions
Term Defined in Section:
---- -------------------
"Agent Members"................... 2.1(b)
"Global Security"................. 2.1(a)
"Regulation S".................... 2.1
"Rule 144A"....................... 2.1
2. The Securities
2.1 Form
The Initial Securities will be offered and sold by the Company
pursuant to the Purchase Agreement. The Initial Securities will be resold
initially only to QIBs in reliance on Rule 144A under the Securities Act
("Rule 144A") or in reliance on Regulation S under the Securities Act
("Regulation S"). Initial Securities may thereafter be transferred to, among
others, QIBs, IAIs and purchasers in reliance on Regulation S.
(a) Global Securities. Initial Securities shall be issued
initially in the form of one or more permanent global Securities in
definitive, fully registered form without interest coupons with the global
securities legend and restricted securities legend set forth in Exhibit 1
hereto (each, a "Global Security"), which shall be deposited on behalf of the
purchasers of the Initial Securities represented thereby with Securities
Custodian, and registered in the name of the Depository or a nominee of the
Depository, duly executed by the Company and authenticated by the Trustee as
provided in this Indenture. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided. Initial Securities, the beneficial interests in which are sold to
QIBs, will initially be represented by Global Securities bearing CUSIP number
▇▇▇▇▇▇▇▇▇, and Initial Securities, the beneficial interests in which are sold
pursuant to Regulation S. will initially be represented by Global Securities
bearing CUSIP number ▇▇▇▇▇▇▇▇▇. Initial Securities, beneficial interests in
which are sold to IAIs, will initially be represented by Global Securities
bearing the CUSIP number ▇▇▇▇▇▇▇▇▇.
(b) Book-Entry Provisioned. This Section 2.1(b) shall apply
only to a Global Security deposited with or on behalf of the Depository.
The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b) and pursuant to an order of the Company signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company, authenticate and deliver initially one or more
Global Securities that (a) shall be registered in the name of the Depository
for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions or held by the Trustee as
Securities Custodian.
Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as
Securities Custodian or under such Global Security, and the Depository may be
treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.
(c) Certificated Securities. Except as provided in Section 2.3
or 2.4, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of certificated Securities.
2.2 Authentication. The Trustee shall authenticate and
deliver: (1) Initial Securities for original issue in an aggregate principal
amount of $300,000,000 and (2) Exchange Securities for issue only in a
Registered Exchange Offer or a Private Exchange pursuant to the Registration
Agreement, for a like principal amount of Initial Securities, upon a written
order of the Company signed by two Officers or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated and whether the
Securities are to be Initial Securities or Exchange Securities. The aggregate
principal amount of Securities outstanding at any time may not exceed
$300,000,000, except as provided in Section 2.08 of Indenture.
2.3 (a) Transfer and Exchange. When Securities are presented
to the Registrar or a co-registrar with a request:
(x) to register the transfer of such Securities; or
(y) to exchange such Securities for an equal principal amount of
Securities of other authorized denominations,
the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Securities surrendered for transfer or exchange:
(i) shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the
Company and the Registrar or co-registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing; and
(ii) are being transferred or exchanged pursuant to an
effective registration statement under the Securities Act,
pursuant to Section 2.03(b) (in the case of Definitive
Securities) or pursuant to clause (A), (B) or (C) below as
applicable, and are accompanied by the following additional
information and documents, as applicable:
(A) if such Securities are being delivered to the
Registrar by a Holder for registration in the name of
such Holder, without transfer, a certification from
such Holder to that effect; or
(B) if Definitive Securities are being transferred
to the Company, a certification to that effect (in the
form set forth on the reverse of the Security); or
(C) if Definitive Securities are being transferred
pursuant to an exemption from registration in
accordance with Rule 144 under the Securities Act, (i)
a certification to that effect (in the form set forth
on the reverse of the Security) and (ii) if the Company
requests, an opinion of counsel or other evidence
reasonably satisfactory to it as to the compliance with
the restrictions set forth in the legend set forth in
Section 2.03(d)(i).
(b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee
of a Definitive Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form reasonably satisfactory to the Company and
the Registrar or co-registrar, together with:
(i) certification, in the form set forth on the reverse
of the Security, that such Definitive Security is being
transferred (A) to a QIB in accordance with Rule 144A, (B) to
an IAI that has furnished to the Trustee a signed letter
containing certain representations and agreements (the form of
which has been approved by the Company) or (C) outside the
United States in an offshore transaction within the meaning of
Regulation S. and in compliance with Rule 904 under the
Securities Act; and
(ii) written instructions directing the Trustee to
make, or to direct the Securities Custodian to make, an
adjustment on its books and records with respect to such Global
Security to reflect an increase in the aggregate principal
amount of the Securities represented by the Global Security,
such instructions to contain information regarding the
participant account of the Depository to be credited with such
increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Securities Custodian, the
aggregate principal amount of Securities represented by the related Global
Security to be increased by the aggregate principal amount of the Definitive
Security to be exchanged and shall credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in
such Global Security equal to the principal amount of the Definitive Security
so canceled. If the related Global Security is not then outstanding and such
Global Security has not been previously exchanged pursuant to Section 2.4, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Security in
the appropriate principal amount.
(c) Transfer and Exchange of Global Securities. (i) The
transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depository, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and
the procedures of the Depository therefor. A transferor of a beneficial
interest in a Global Security shall deliver a written order given in
accordance with the Depository's procedures containing information regarding
the participant account of the Depository to be credited with a beneficial
interest in the Global Security and such account shall be credited in
accordance with such instructions with a beneficial interest in the Global
Security and the account of the Person making the transfer shall be debited
by an amount equal to the beneficial interest in the Global Security being
transferred. In the case of a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the transferor
and/or the transferee, as applicable, must furnish a signed letter to the
Trustee containing certain representations and agreements as to compliance
with the restrictions set forth in the legend set forth in Section 2.3(d)(i)
in connection with such transfer (the form of which letter shall be obtained
from the Company).
(ii) If the proposed transfer is a transfer of a
beneficial interest in one Global Security to a beneficial
interest in another Global Security, the Registrar shall
reflect on its books and records the date of such transfer and
an increase in the principal amount of the Global Security to
which such interest is being transferred in an amount equal to
the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date
and a corresponding decrease in the principal amount of Global
Security from which such interest is being transferred.
(iii) Notwithstanding any other provisions of this
Appendix A (other than the provisions set forth in Section
2.4), a Global Security may not be transferred as a whole
except by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.
(iv) In the event that a Global Security is exchanged
for Securities in definitive registered form pursuant to
Section 2.4 prior to the consummation of a Registered Exchange
Offer or the effectiveness of a Shelf Registration Statement
with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section
2.3 (including the certification requirements set forth on the
reverse of the Initial Securities intended to ensure that such
transfers comply with Rule 144A, Regulation S. or such other
applicable exemption from registration under the Securities
Act, as the case may be) and such other procedures as may from
time to time be adopted by the Company.
(d) Legend.
(i) Except as permitted by the following paragraphs
(ii), (iii), (iv) and (vi), each Security certificate
evidencing the Global Securities and the Definitive Securities
(and all Securities issued in exchange therefor or in
substitution thereof) shall bear a legend in substantially the
following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY
OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
S. UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR
ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY)
THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION, AND A LETTER WHICH MAY BE OBTAINED FROM THE COMPANY OR THE
TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE, (5)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT
WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT
OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTORS AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (I) UNDER THE SECURITIES ACT AND THAT IT IS
HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3)
A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902 UNDER)
REGULATION S. UNDER THE SECURITIES ACT."
Each Definitive Security will also bear the following
additional legend:
"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS."
(ii) Upon any sale or transfer of a Transfer
Restricted Security (including any Transfer Restricted Security
represented by a Global Security) pursuant to Rule 144 under
the Securities Act:
(A) in the case of any Transfer Restricted
Security that is a Definitive Security, the Registrar
shall permit the Holder thereof to exchange such
Transfer Restricted Security for a Definitive Security
that does not bear the legends set forth above and
rescind any restriction on the transfer of such
Transfer Restricted Security; and
(B) in the case of any Transfer Restricted
Security that is represented by a Global Security, the
Registrar shall permit the Holder thereof to exchange
such Transfer Restricted Security for a Definitive
Security that does not bear the legends set forth above
and rescind any restriction on the transfer of such
Transfer Restricted Security,
in either case, if the Holder certifies in writing to the Registrar that its
request for such exchange was made in reliance on Rule 144 (such certification
to be in the form set forth on the reverse of the Initial Security).
(iii) After a transfer of any Initial Securities
during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Securities, all
requirements pertaining to legends on such Initial Security
will cease to apply, the requirements requiring that any such
Initial Security be issued in global form will cease to apply,
and an Initial Security in certificated or global form without
legends will be available to the transferee of the Holder of
such Initial Securities upon exchange of such transferring
Holder's certificated Initial Security. Upon the occurrence of
any of the circumstances described in this paragraph, the
Company will deliver an Officers' Certificate to the Trustee
instructing the Trustee to issue Securities without legends.
(iv) Upon the consummation of a Registered Exchange
Offer with respect to the Initial Securities pursuant to which
certain Holders of such Initial Securities are offered Exchange
Securities in exchange for their Initial Securities, all
requirements pertaining to such Initial Securities that Initial
Securities be issued in global form will cease to apply, and
certificated Initial Securities with the restricted securities
legend set forth in Exhibit 1 hereto will be available to
Holders of such Initial Securities that do not exchange their
Initial Securities, and Exchange Securities in certificated or
global form will be available to Holders that exchange such
Initial Securities in such Registered Exchange Offer. Upon the
occurrence of any of the circumstances described in this
paragraph, the Company will deliver an Officers' Certificate to
the Trustee instructing the Trustee to issue Securities without
legends.
(v) Upon the consummation of a Private Exchange with
respect to the Initial Securities pursuant to which Holders of
such Initial Securities are offered Private Exchange Securities
in exchange for their Initial Securities, all requirements
pertaining to such Initial Securities that Initial Securities
issued to certain Holders be issued in global form will
continue to apply, and Private Exchange Securities in global
form with the Restricted Securities Legend set forth in Exhibit
1 hereto will be available to Holders that exchange such
Initial Securities in such Private Exchange.
(vi) Upon a sale or transfer of any Initial Security
acquired pursuant to Regulation S. all requirements pertaining
to legends on such Initial Security will cease to apply, the
requirements requiring any such Initial Security be issued in
global form will cease to apply, and an Initial Security in
certificated or global form without the Restricted Security
Legend will be available to the transferee of the Holder of
such Initial Securities.
(e) Cancellation or Adjustment of Global Security. At such
time as all beneficial interests in a Global Security have either been
exchanged for certificated or Definitive Securities, redeemed, repurchased or
canceled, such Global Security shall be returned by the Depository to the
Trustee for cancellation or retained and canceled by the Trustee. At any time
prior to such cancellation, if any beneficial interest in a Global Security is
exchanged for certificated or Definitive Securities, redeemed, repurchased or
canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Securities Custodian for such Global
Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.
(f) Obligations with Respect to Transfers and Exchanges of
Securities.
(i) To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall
authenticate certificated Securities, Definitive Securities and
Global Securities at the Registrar's or co-registrar's request.
(ii) No service charge shall be made for any
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in
connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon
exchange or transfer pursuant to Section 3.06, 4.09, 4.10 or
9.05).
(iii) The Registrar or co-registrar shall not be
required to register the transfer of or exchange of any
Security for a period beginning 15 days before the mailing of a
notice of redemption or an offer to repurchase Securities.
(iv) Prior to the due presentation for registration of
transfer of any Security, the Company, the Trustee, the Paying
Agent, the Registrar or any co-registrar may deem and treat the
person in whose name a Security is registered as the owner of
such Security for the purpose of receiving payment of principal
of and (subject to paragraph 2 of the form of Security)
interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none
of the Company, the Trustee, the Paying Agent, the Registrar or
any co-registrar shall be affected by notice to the contrary.
(v) All Securities issued upon any transfer or
exchange pursuant to the terms of this Indenture shall evidence
the same debt and shall be entitled to the same benefits under
this Indenture as the Securities surrendered upon such transfer
or exchange.
(g) No Obligation of the Trustee.
(i) The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Security, a
member of, or a participant in the Depository or any other
Person with respect to the accuracy of the records of the
Depository or its nominee or of any participant or member
thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of redemption
or repurchase) or the payment of any amount, under or with
respect to such Securities. All notices and communications to
be given to the Holders and all payments to be made to Holders
under the Securities shall be given or made only to the
registered Holders (which shall be the Depository or its
nominee in the case of a Global Security). The rights of
beneficial owners in any Global Security shall be exercised
only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall
be fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any
beneficial owners.
(ii) The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in
any Security (including any transfers between or among
Depository participants, members or beneficial owners in any
Global Security) other than to require delivery of such
certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the
express requirements hereof.
2.4 Certified Securities
(a) A Global Security deposited with the Depository or with the
Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred
to the beneficial owners thereof in the form of certificated Securities in an
aggregate principal amount equal to the principal amount of such Global
Security, in exchange for such Global Security, only if such transfer complies
with Section 2.3 and (i) the Depository notifies the Company that it is
unwilling or unable to continue as a Depository for such Global Security or if
at any time the Depository ceases to be a "clearing agency" registered under
the Exchange Act, and a successor depositary is not appointed by the Company
within 90 days of such notice or after it becomes aware of such ineligibility,
or an Event of Default has occurred and is continuing or the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Securities under this Indenture.
(b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of certificated Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depository shall
direct. Any certificated Initial Security delivered in exchange for an
interest in the Global Security shall, except as otherwise provided by Section
2.3(d), bear the restricted securities legend set forth in Exhibit 1 hereto.
(c) Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.
(d) In the event of the occurrence of either of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of certificated Securities in
definitive, fully registered form without interest coupons.
EXHIBIT 1
to APPENDIX A
[FORM OF FACE OF INITIAL SECURITY]
Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Restricted Securities Legend]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY
OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY)
THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION, AND A LETTER WHICH MAY BE OBTAINED FROM THE COMPANY OR THE
TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE, (5)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT
WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT
OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS
HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3)
A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT.
[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]
No. 1 [UP TO](*) $___________
8.20% Senior Note Due 2007
CUSIP No. _________
The LTV Corporation, a Delaware corporation, promises to pay to
, or registered assigns, the principal sum [set forth in the attached
Schedule of Increases or Decreases in Global Security]* [of
Dollars(**) on September 15, 2007.
Interest Payment Dates: March 15 and September 15.
Record Dates: March 1 and September 1.
Additional provisions of this Security are set forth on the other side
of this Security.
---------------
(*)Insert for Global Securities.
(**)Insert for Certificated Securities.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
THE LTV CORPORATION,
by
_____________________
Name:
Title:
by
_____________________
Name:
Title:
[CORPORATE SEAL]
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated:
THE CHASE MANHATTAN BANK,
as Trustee, certifies
that this is one of
the Securities referred
to in the within mentioned
Indenture.
By:_________________________
Authorized Officer
[FORM OF REVERSE SIDE OF SECURITY]
8.20% Senior Note Due 2007
1. Interest
(a) The LTV Corporation, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The Company will pay
interest semiannually on March 15 and September 15 of each year. Interest on
the Securities will accrue from the most recent date to which interest has been
paid or duly provided for, or, if no interest has been paid or duly provided
for, from September 22, 1997. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Securities plus 1% per annum, and
it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.
(b) Special Interest. The holder of this Security is entitled to the
benefits of a Registration Agreement dated September 17, 1997 (the
"Registration Agreement"), among the Company, the LTV Steel Company, Inc.
("LTV Steel") and the Purchasers named therein. Capitalized terms used in
this paragraph (b) but not defined herein have the meanings assigned to them
in the Registration Agreement. In the event that (i) neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been
filed with the SEC on or prior to the 60th day following the date of original
issuance of the Securities, (ii) neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been declared effective on
or prior to the 150th day following the date of the original issuance of the
Securities, (iii) neither the Registered Exchange Offer has been consummated
nor the Shelf Registration Statement has been declared effective on or prior
to the 180th day following the date of the original issuance of the
Securities, or (iv) after the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
usable in connection with resales of the Securities at any time that the
Company is obligated to maintain the effectiveness thereof pursuant to the
Registration Agreement (each such event referred to in clauses (i) through (iv)
above being referred to herein as a "Registration Default"), interest (the
"Special Interest") shall accrue (in addition to stated interest on the
Securities) from and including the date on which the first such Registration
Default shall occur to but excluding the date on which all Registration
Defaults have been cured, at a rate per annum equal to 0.25% of the principal
amount of the Securities; provided, however, that such rate per annum shall
increase by 0.25% per annum from and including the 91st day after the first
such Registration Default (and each successive 91st day thereafter) unless and
until all Registration Defaults have been cured; provided further, however,
that in no event shall the Special Interest accrue at a rate in excess of
1.00% per annum. The Special Interest will be payable in cash semiannually in
arrears each March 15 and September 15 in the same manner and to the same
Persons as regular interest.
2. Method of Payment
The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the
close of business on the March 1 or September 1 next preceding the interest
payment date even if Securities are canceled after the record date and on
or before the interest payment date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer
of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Securities may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept
in its discretion).
3. Paying Agent and Registrar
Initially, The Chase Manhattan Bank, a New York banking corporation
(the "Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Securities under an Indenture dated as of
September 22, 1997 (the "Indenture"), among the Company, LTV Steel and the
Trustee. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) as in effect on the
date of the Indenture (the "TIA"). Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred
to the Indenture and the TIA for a statement of those terms.
The Securities are general unsecured obligations of the Company limited
to $300,000,000 aggregate principal amount at any one time outstanding
(subject to Section 2.08 of the Indenture). The Securities include the Initial
Securities issued in an aggregate principal amount of $300,000,000 and any
Exchange Securities issued in exchange for Initial Securities. The Initial
Securities and the Exchange Securities are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Company or LTV Steel to consolidate
or merge with or into any other Person, or sell, transfer, assign, lease,
convey or otherwise dispose of all or substantially all of the Property of the
Company or LTV Steel. Once the Company attains Investment Grade Status,
certain of the covenants in the Indenture will no longer be applicable to the
Company and its Restricted Subsidiaries, even if the Company ceases thereafter
to have an Investment Grade Rating.
Pursuant to the terms of the Indenture, LTV Steel has unconditionally
guaranteed the due and punctual payment of the principal and interest on the
Securities and all other amounts payable by the Company under the Indenture and
the Securities when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture.
5. Optional Redemption
Except as set forth in the next paragraph, the Securities
may not be redeemed prior to September 15, 2002. On and after that date, the
Company may redeem the Securities in whole at any time or in part from time to
time at the following redemption prices (expressed in percentages of principal
amount), plus accrued and unpaid interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of redemption), if redeemed during the 12-
month period beginning on or after September 15 of the years set forth below:
Redemption
Period Price
------ ----------
2002............................................................. 104.100%
2003............................................................. 102.733%
2004............................................................. 101.367%
2005 and thereafter.............................................. 100.000%
Notwithstanding the foregoing, prior to September 15, 2000, the Company
may redeem, at any time or from time to time, up to a maximum of 35% of the
original aggregate principal amount of Securities, at a redemption price of
108.20% of the principal amount thereof plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to record date to receive interest due on the relevant
interest payment date that is on or prior to the date of redemption), with the
net proceeds of one or more Public Equity Offerings; provided, however, that
after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Securities remains outstanding. Any such
redemption shall be made within 60 days after the date of the closing of any
such Public Equity Offering.
6. Sinking Fund
The Securities are not subject to any sinking fund.
7. Notice of Redemption
Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address.
Securities in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.
8. Repurchase of Securities at the Option of Holders upon Change of
Control
Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions specified in the Indenture, to cause the Company
to repurchase all or any part of the Securities of such Holder at a purchase
price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is
on or prior to the date of purchase) as provided in, and subject to the
terms of, the Indenture.
9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of
the Security not to be redeemed) or to transfer or exchange any Securities
for a period of 15 days prior to a selection of Securities to be redeemed
or 15 days before an interest payment date.
10. Persons Deemed Owners
Subject to paragraph 2 hereof, the registered Holder of this Security
may be treated as the owner of it for all purposes.
11. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only
to the Company and not to the Trustee for payment.
12. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate
some of or all its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.
13. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default may be waived with the written consent of the Holders of at least
a majority in principal amount of the outstanding Securities. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder of Securities, the Company, LTV Steel and the Trustee may amend the
Indenture or the Securities (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of
certificated Securities; (iv) to add additional Guarantees with respect to the
Securities or to release LTV Steel from the Guaranty as provided by the terms
thereof, or to secure the Securities; (v) to add additional covenants or to
surrender rights and powers conferred on the Company; (vi) to comply with the
requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the TIA; or (vii) to make any change that does not
adversely affect the rights of any Securityholder.
14. Defaults and Remedies
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Securities, subject to
certain limitations, may declare all the Securities to be immediately due and
payable. Certain events of bankruptcy or insolvency are Events of Default and
shall result in the Securities being immediately due and payable upon the
occurrence of such Events of Default without any further act of the Trustee or
any Holder.
Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or
security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust
or power under the Indenture. The Holders of a majority in aggregate principal
amount of the outstanding Securities may by written notice to the Company and
the Trustee rescind any declaration of acceleration if the rescission would
not conflict with any judgment or decree, and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration.
15. Trustee Dealings with the Company
Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.
16. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company
or LTV Steel shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.
17. Authentication
This Security shall not be valid until an authorized Officer of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
18. Abbreviations
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
19. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
20. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.
The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in
it the text of this Security.
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
_____________________________________________________________________________
Date: ______________________ Your Signature: ________________________________
_____________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being transferred in accordance
with its terms:
CHECK ONE BOX BELOW
(1) [ ] to the Company; or
(2) [ ] pursuant to an effective registration statement under
the Securities Act of 1933; or
(3) [ ] inside the United States to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities
Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom
notice is given that such transfer is being made in
reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of
1933; or
(4) [ ] outside the United States in an offshore transaction
within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the
Securities Act of 1933; or
(5) [ ] to an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933) that has furnished to the
trustee a signed letter containing certain
representations and agreements (the form of which
letter to be obtained from the Company); or
(6) [ ] pursuant to another available exemption from
registration provided by Rule 144 under the Securities
Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in
the name of any person other than the registered holder thereof;
provided, however, that if box (4), (5) or (6) is checked, the
Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act of 1933.
____________________________
Your Signature
Signature Guarantee:
Date: ______________________ ____________________________________________
Signature must be guaranteed Signature of Signature Guarantee
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in
order to claim the exemption from registration provided by Rule 144A.
Dated: ________________ ___________________________________________
NOTICE: To be executed by
an executive officer
[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The initial principal amount of this Global Security is $200,000,000.
The following increases or decreases in this Global Security have been made:
Signature of
Principal amount authorized
Amount of decrease Amount of increase of this Global signatory of
in Principal in Principal Security following Trustee or
Date of Amount of this Amount of this such decrease or Securities
Exchange Global Security Global Security increase Custodian
-------- ------------------ ------------------- ----------------- ------------
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
pursuant to Section 4.09 or 4.10 of the Indenture, check the box:
[ ]
If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.09 or 4.10 of the Indenture, state the amount:
($1,000 or an integral multiple thereof)
Date: _________________________ Your Signature: ___________________________
(Sign exactly as your name appears
on the other side of the Security)
Signature Guarantee: __________________________________________________________
Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other
signature guarantor acceptable to the Trustee
EXHIBIT A
[FORM OF FACE OF SECURITY]
No. [UP TO](*)_____________
8.20% Senior Note Due 2007
CUSIP No. _________
The LTV Corporation, a Delaware corporation, promises to pay to
or registered assigns, the principal sum [set forth in the attached
Schedule of Increases or Decreases in Global Security]*[of
Dollars](**) on September 15, 2007.
Interest Payment Dates: March 15 and September 15.
Record Dates: March 1 and September 1.
Additional provisions of this Security are set forth on the other side
of this Security.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
THE LTV CORPORATION,
by___________________________________
Name:
Title:
by___________________________________
Name:
Title:
[CORPORATE SEAL]
---------------
(*) Insert for Global Securities.
(**)Insert for Certificated Securities.
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated:
THE CHASE MANHATTAN BANK,
as Trustee, certifies
that this is one of
the Securities referred
to in the within mentioned
Indenture.
By:_________________________
Authorized Officer
__________________
* If the Security is to be issued in global form, add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned ''TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY''.
[FORM OF REVERSE SIDE OF SECURITY]
8.20% Senior Note Due 2007
1. Interest
The LTV Corporation, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The Company will pay
interest semiannually on March 15 and September 15 of each year. Interest on
the Securities will accrue from the most recent date to which interest has been
paid or duly provided for, or, if no interest has been paid or duly provided
for, from September 22, 1997. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Securities plus 1% per annum, and
it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.
2. Method of Payment
The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the
close of business on the March 1 or September 1 next preceding the interest
payment date even if Securities are canceled after the record date and on
or before the interest payment date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer
of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Securities may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept
in its discretion).
3. Paying Agent and Registrar
Initially, The Chase Manhattan Bank, a New York banking corporation
(the "Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Securities under an Indenture dated as of
September 22, 1997 (the "Indenture"), among the Company, LTV Steel and the
Trustee. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) as in effect on the
date of the Indenture (the "TIA"). Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred
to the Indenture and the TIA for a statement of those terms.
The Securities are general unsecured obligations of the Company limited
to $300,000,000 aggregate principal amount at any one time outstanding
(subject to Section 2.08 of the Indenture). The Securities include the Initial
Securities issued in an aggregate principal amount of $300,000,000 and any
Exchange Securities issued in exchange for Initial Securities. The Initial
Securities and the Exchange Securities are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Company or LTV Steel to consolidate
or merge with or into any other Person, or sell, transfer, assign, lease,
convey or otherwise dispose of all or substantially all of the Property of the
Company or LTV Steel. Once the Company attains Investment Grade Status,
certain of the covenants in the Indenture will no longer be applicable to the
Company and its Restricted Subsidiaries, even if the Company ceases thereafter
to have an Investment Grade Rating.
Pursuant to the terms of the Indenture, LTV Steel has unconditionally
guaranteed the due and punctual payment of the principal and interest on the
Securities and all other amounts payable by the Company under the Indenture and
the Securities when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture.
5. Optional Redemption
Except as set forth in the next paragraph, the Securities
may not be redeemed prior to September 15, 2002. On and after that date, the
Company may redeem the Securities in whole at any time or in part from time to
time at the following redemption prices (expressed in percentages of principal
amount), plus accrued and unpaid interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of redemption), if redeemed during the 12-
month period beginning on or after September 15 of the years set forth below:
Redemption
Period Price
2002............................................................... 104.100%
2003............................................................... 102.733%
2004............................................................... 101.367%
2005 and thereafter................................................ 100.000%
Notwithstanding the foregoing, prior to September 15, 2000, the Company
may redeem, at any time or from time to time, up to a maximum of 35% of the
original aggregate principal amount of Securities, at a redemption price of
108.20% of the principal amount thereof plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to record date to receive interest due on the relevant
interest payment date that is on or prior to the date of redemption), with the
net proceeds of one or more Public Equity Offerings; provided, however, that
after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Securities remains outstanding. Any such
redemption shall be made within 60 days after the date of the closing of any
such Public Equity Offering.
6. Sinking Fund
The Securities are not subject to any sinking fund.
7. Notice of Redemption
Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address.
Securities in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.
8. Repurchase of Securities at the Option of Holders upon Change of
Control
Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at
a purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is
on or prior to the date of purchase) as provided in, and subject to the
terms of, the Indenture.
9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among
otherthings, to furnish appropriate endorse ments or transfer documents and
to pay any taxes required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities
selected for redemption (except, in the case of a Security to be redeemed
in part, the portion of the Security not to be redeemed) or to transfer or
exchange any Securities for a period of 15 days prior to a selection of
Securities to be redeemed or 15 days before an interest payment date.
10. Persons Deemed Owners
Subject to paragraph 2 hereof, the registered Holder of this Security
may be treated as the owner of it for all purposes.
11. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only
to the Company and not to the Trustee for payment.
12. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate
some of or all its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.
13. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default may be waived with the written consent of the Holders of at least
a majority in principal amount of the outstanding Securities. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder of Securities, the Company, LTV Steel and the Trustee may amend the
Indenture or the Securities (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of
certificated Securities; (iv) to add additional Guarantees with respect to the
Securities or to release LTV Steel from the Guaranty as provided by the terms
thereof, or to secure the Securities; (v) to add additional covenants or to
surrender rights and powers conferred on the Company; (vi) to comply with the
requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the TIA; or (vii) to make any change that does not
adversely affect the rights of any Securityholder.
14. Defaults and Remedies
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Securities, subject to
certain limitations, may declare all the Securities to be immediately due and
payable. Certain events of bankruptcy or insolvency are Events of Default and
shall result in the Securities being immediately due and payable upon the
occurrence of such Events of Default without any further act of the Trustee or
any Holder.
Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or
security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust
or power under the Indenture. The Holders of a majority in aggregate principal
amount of the outstanding Securities may by written notice to the Company and
the Trustee rescind any declaration of acceleration if the rescission would
not conflict with any judgment or decree, and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration.
15. Trustee Dealings with the Company
Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise
deal with the Company or its Affiliates with the same rights it would have
if it were not Trustee.
16. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company
or LTV Steel shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Securities.
17. Authentication
This Security shall not be valid until an authorized Officer of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
18. Abbreviations
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
19. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
20. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.
The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in
it the text of this Security.
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
______________________________________________________________________________
Date: ____________________ Your Signature: _______________________________
______________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.
Signature Guarantee:
Date: __________________________ ___________________________________________
Signature must be guaranteed Signature of Signature Guarantee
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee
______________________________________________________________________________
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
pursuant to Section 4.09 or 4.10 of the Indenture, check the box:
[ ]
If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.09 or 4.10 of the Indenture, state the amount:
($1,000 or an integral multiple thereof)
Date: _________________________ Your Signature: ___________________________
(Sign exactly as your name appears
on the other side of the Security)
Signature Guarantee: _________________________________________________________
Signature must be guaranteed by a participant in
a recognized signature guaranty medallion
program or other signature guarantor acceptable
to the Trustee