Exhibit 4.4
THE LTV CORPORATION
8.20% Senior Notes Due 2007
REGISTRATION AGREEMENT
New York, New York
September 17, 1997
To: SALOMON BROTHERS INC
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
In care of:
Salomon Brothers Inc
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Ladies and Gentlemen:
The LTV Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to certain purchasers (the "Purchasers"), upon the
terms set forth in a purchase agreement dated the date hereof (the "Purchase
Agreement"), $300,000,000 aggregate principal amount of its 8.20% Senior Notes
Due 2007 (the "Notes") (the "Initial Placement"), to be unconditionally
guaranteed on a senior basis (the "Guaranty" and, together with the Notes, the
"Securities") by LTV Steel Company, Inc. (the "Guarantor"). As an inducement
to the Purchasers to enter into the Purchase Agreement and in satisfaction of
a condition to your obligations thereunder, the Company and the Guarantor
jointly and severally agree with you, (i) for your benefit and the benefit of
the other Purchasers and (ii) for the benefit of the holders from time to time
of the Securities (including you and the other Purchasers) (each of the
foregoing a "Holder" and together the "Holders"), as follows:
1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:
"Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Affiliate" of any specified person means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause
the direction of the management and policies of such person whether by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
"Exchange Offer Registration Period" means the one-year
period following the consummation of the Registered Exchange Offer, exclusive
of any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" means a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchanging Dealer" means any Holder (which may include the
Purchasers) which is a broker-dealer, electing to exchange Securities acquired
for its own account as a result of market-making activities or other trading
activities, for New Securities.
"Guaranty" has the meaning set forth in the preamble hereto.
"Guarantor" has the meaning set forth in the preamble hereto.
"Holder" has the meaning set forth in the preamble hereto.
"Indenture" means the Indenture relating to the Securities
dated as of September 22, 1997, among the Company, the Guarantor and The Chase
Manhattan Bank, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.
"Initial Placement" has the meaning set forth in the
preamble hereto.
"Majority Holders" means the Holders of a majority of the
aggregate principal amount of securities registered under a Registration
Statement.
"Managing Underwriters" means the investment banker or
investment bankers and manager or managers that shall administer an
underwritten offering.
"New Securities" means debt securities of the Company
identical in all material respects to the Securities (except that the interest
rate step-up provisions and the transfer restrictions will be modified or
eliminated, as appropriate), to be issued under the Indenture.
"Prospectus" means the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Securities or the New Securities,
covered by such Registration Statement, and all amendments and supplements to
the Prospectus, including post-effective amendments.
"Registered Exchange Offer" means the proposed offer to the
Holders to issue and deliver to such Holders, in exchange for the Securities,
a like principal amount of the New Securities.
"Registration Statement" means any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
all amendments and supplements to such registration statement, including,
without limitation, post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"Securities" has the meaning set forth in the preamble
hereto.
"Shelf Registration" means a registration effected pursuant
to Section 3 hereof.
"Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.
"Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some of or all the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"Trustee" means the trustee with respect to the Securities
under the Indenture.
"underwriter" means any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.
2. Registered Exchange Offer; Resales of New Securities by
Exchanging Dealers; Private Exchange. (a) The Company and the Guarantor
shall prepare and, not later than 60 days after the date of the original
issuance of the Notes, shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Company and the Guarantor shall cause the Exchange Offer Registration
Statement to become effective under the Act within 150 days after the date of
the original issuance of the Notes.
(b) Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Guarantor shall promptly commence
the Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder electing to exchange Securities for New
Securities (assuming that such Holder is not an affiliate of the Company
within the meaning of the Act, acquires the New Securities in the ordinary
course of such Holder's business and has no arrangements with any person to
participate in the distribution of the New Securities) to trade such New
Securities from and after their receipt without any limitations or
restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.
(c) In connection with the Registered Exchange Offer, the
Company and the Guarantor shall:
(i) mail to each Holder a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with
an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than
30 days and not more than 45 days after the date notice thereof is
mailed to the Holders (or longer if required by applicable law);
(iii) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The
City of New York; and
(iv) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the
Registered Exchange Offer, the Company and the Guarantor shall:
(i) accept for exchange all Securities tendered and not
validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancelation all Securities so
accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to
each Holder of Securities New Securities equal in principal amount
to the Securities of such Holder so accepted for exchange.
(e) The Purchasers, the Company and the Guarantor
acknowledge that, pursuant to current interpretations by the Commission's
staff of Section 5 of the Act, and in the absence of an applicable exemption
therefrom, each Exchanging Dealer is required to deliver a Prospectus in
connection with a sale of any New Securities received by such Exchanging
Dealer pursuant to the Registered Exchange Offer in exchange for Securities
acquired for its own account as a result of market-making activities or other
trading activities. Accordingly, the Company and the Guarantor shall:
(i) include the information set forth in Annex A hereto on
the cover of the Exchange Offer Registration Statement, in Annex B
hereto in the forepart of the Exchange Offer Registration
Statement in a section setting forth details of the Exchange
Offer, and in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus forming a part of the
Exchange Offer Registration Statement, and include the information
set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; and
(ii) use its best efforts to keep the Exchange Offer
Registration Statement continuously effective under the Act during
the Exchange Offer Registration Period for delivery by Exchanging
Dealers in connection with sales of New Securities received
pursuant to the Registered Exchange Offer, as contemplated by
Section 4(h) below.
(f) In the event that any Purchaser determines that it is
not eligible to participate in the Registered Exchange Offer with respect to
the exchange of Securities constituting any portion of an unsold allotment, at
the request of such Purchaser, the Company and the Guarantor shall issue and
deliver to such Purchaser or the party purchasing New Securities registered
under a Shelf Registration Statement as contemplated by Section 3 hereof from
such Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company and the Guarantor shall seek to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for
New Securities issued pursuant to the Registered Exchange Offer.
3. Shelf Registration. If, (i) because of any change in
law or applicable interpretations thereof by the Commission's staff, the
Company and the Guarantor determine upon advice of its outside counsel that
they are not permitted to effect the Registered Exchange Offer as contemplated
by Section 2 hereof, or (ii) for any other reason the Exchange Offer
Registration Statement is not declared effective within 150 days after the
Closing Date or the Registered Exchange Offer is not consummated within 180
days after the Closing Date, or (iii) any Purchaser so requests with respect
to Securities (or any New Securities received pursuant to Section 2(f)) not
eligible to be exchanged for New Securities in a Registered Exchange Offer or,
in the case of any Purchaser that participates in any Registered Exchange
Offer, such Purchaser does not receive freely tradable New Securities, or (iv)
any Holder (other than a Purchaser) is not eligible to participate in the
Registered Exchange Offer or (v) in the case of any such Holder that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradable New Securities in exchange for tendered securities, other than
by reason of such Holder being an affiliate of the Company within the meaning
of the Act (it being understood that, for purposes of this Section 3, (x) the
requirement that a Purchaser deliver a Prospectus containing the information
required by Items 507 and/or 508 of Regulation S-K under the Act in connection
with sales of New Securities acquired in exchange for such Securities shall
result in such New Securities being not "freely tradeable" but (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other
trading activities shall not result in such New Securities being not "freely
tradeable"), the following provisions shall apply:
(a) The Company and the Guarantor shall as promptly as
practicable (but in no event more than 30 days after so required or requested
pursuant to this Section 3), file with the Commission and thereafter shall
cause to be declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that, with respect to New Securities received by
a Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Company and the Guarantor may, if permitted by current
interpretations by the Commission's staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required
by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its
obligations under this paragraph (a) with respect thereto, and any such
Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.
(b) The Company and the Guarantor shall use their best
efforts to keep the Shelf Registration Statement continuously effective in
order to permit the Prospectus forming part thereof to be usable by Holders
for a period of two years from the date the Shelf Registration Statement is
declared effective by the Commission or such shorter period that will
terminate when all the Securities or New Securities, as applicable, covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement (in any such case, such period being called the "Shelf
Registration Period"). The Company and the Guarantor shall be deemed not to
have used their best efforts to keep the Shelf Registration Statement
effective during the Shelf Registration Period if they voluntarily take any
action that would result in Holders of securities covered thereby not being
able to offer and sell such securities during that period, unless (i) such
action is required by applicable law, or (ii) such action is taken by the
Company or the Guarantor in good faith and for valid business reasons (not
including avoidance of the Company's or such Guarantor's obligations
hereunder), including the acquisition or divestiture of assets, so long as the
Company and the Guarantor promptly thereafter comply with the requirements of
Section 4(k) hereof, if applicable.
4. Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:
(a) The Company and the Guarantor shall furnish to you,
prior to the filing thereof with the Commission, a copy of any
Shelf Registration Statement and any Exchange Offer Registration
Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and shall
use its best efforts to reflect in each such document, when so
filed with the Commission, such comments as you reasonably may
propose.
(b) The Company and the Guarantor shall ensure that (i) any
Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any amendment or supplement
thereto complies in all material respects with the Act and the
rules and regulations thereunder, (ii) any Registration Statement
and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading and (iii) any Prospectus
forming part of any Registration Statement, and any amendment or
supplement to such Prospectus, does not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.
(c) (1) The Company and the Guarantor shall advise you and,
in the case of a Shelf Registration Statement, the Holders of
securities covered thereby, and, if requested by you or any such
Holder, confirm such advice in writing:
(i) when a Registration Statement and any amendment
thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment
thereto has become effective; and
(ii) of any request by the Commission for amendments or
supplements to the Registration Statement or the Prospectus
included therein or for additional information.
(2) The Company and the Guarantor shall advise you and, in
the case of a Shelf Registration Statement, the Holders of
securities covered thereby, and, in the case of an Exchange Offer
Registration Statement, any Exchanging Dealer which has provided
in writing to the Company a telephone or facsimile number and
address for notices, and, if requested by you or any such Holder or
Exchanging Dealer, confirm such advice in writing:
(i) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that
purpose;
(ii) of the receipt by the Company or the Guarantor of
any notification with respect to the suspension of the
qualification of the securities included therein for sale in
any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and
(iii) of the happening of any event that requires the
making of any changes in the Registration Statement or the
Prospectus so that, as of such date, the statements therein
are not misleading and do not omit to state a material fact
required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light
of the circumstances under which they were made) not
misleading (which advice shall be accompanied by an
instruction to suspend the use of the Prospectus until the
requisite changes have been made).
(d) The Company and the Guarantor shall use their best
efforts to obtain the withdrawal of any order suspending the
effectiveness of any Registration Statement at the earliest
possible time.
(e) The Company and the Guarantor shall furnish to each
Holder of securities included within the coverage of any Shelf
Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the
Holder so requests in writing, documents incorporated by reference
therein and exhibits to such Shelf Registration Statement
(including those incorporated by reference therein).
(f) The Company and the Guarantor shall, during the Shelf
Registration Period, deliver to each Holder of securities included
within the coverage of any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder
may reasonably request; and the Company and the Guarantor consent
to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection
with the offering and sale of the securities covered by the
Prospectus or any amendment or supplement thereto.
(g) The Company and the Guarantor shall furnish to each
Exchanging Dealer which so requests, without charge, at least one
copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements
and schedules, documents incorporated by reference therein, and, if
the Exchanging Dealer so requests in writing, exhibits to such
Shelf Registration Statement (including those incorporated by
reference therein).
(h) The Company and the Guarantor shall, during the
Exchange Offer Registration Period, promptly deliver to each
Exchanging Dealer, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement
and any amendment or supplement thereto as such Exchanging Dealer
may reasonably request for delivery by such Exchanging Dealer in
connection with a sale of New Securities received by it pursuant
to the Registered Exchange Offer; and the Company and the
Guarantor consent to the use of the Prospectus or any amendment or
supplement thereto by any such Exchanging Dealer, as aforesaid.
(i) Prior to the Registered Exchange Offer or any other
offering of securities pursuant to any Registration Statement, the
Company and the Guarantor shall register or qualify or cooperate
with the Holders of securities included therein and their
respective counsel in connection with the registration or
qualification of such securities for offer and sale under the
securities or blue sky laws of such jurisdictions as any such
Holders reasonably requests in writing and do any and all other
acts or things necessary or advisable to enable the offer and sale
in such jurisdictions of the securities covered by such
Registration Statement; provided, however, that neither the
Company nor the Guarantor will be required to qualify generally to
do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of
process or to taxation in any such jurisdiction where it is not
then so subject.
(j) The Company and the Guarantor shall cooperate with the
Holders of Securities to facilitate the timely preparation and
delivery of certificates representing Securities to be sold
pursuant to any Registration Statement free of any restrictive
legends and in such denominations and registered in such names as
Holders may request prior to sales of securities pursuant to such
Registration Statement.
(k) Upon the occurrence of any event contemplated by
paragraph (c)(2)(iii) above, the Company and the Guarantor shall
promptly prepare a post-effective amendment to any Registration
Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter
delivered to purchasers of the securities included therein, the
Prospectus will not include an untrue statement of a material fact
or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.
(l) Not later than the effective date of any such
Registration Statement hereunder, the Company and the Guarantor
shall provide a CUSIP number for the Securities or New Securities,
as the case may be, registered under such Registration Statement,
and provide the Trustee with printed certificates for such
Securities or New Securities, in a form, if requested by the
applicable Holder or Holder's Counsel, eligible for deposit with
The Depository Trust Company.
(m) The Company and the Guarantor shall use their best
efforts to comply with all applicable rules and regulations of the
Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders a consolidated
earnings statement (which need not be audited) covering a
twelve-month period commencing after the effective date of the
Registration Statement and ending not later than 15 months
thereafter, as soon as practicable after the end of such period,
which consolidated earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act.
(n) The Company and the Guarantor shall cause the Indenture
to be qualified under the Trust Indenture Act of 1939, as amended,
on or prior to the effective date of any Shelf Registration
Statement or Exchange Offer Registration Statement.
(o) The Company may require each Holder of securities to be
sold pursuant to any Shelf Registration Statement to furnish to
the Company such information regarding the holder and the
distribution of such securities as the Company may from time to
time reasonably require for inclusion in such Registration
Statement.
(p) The Company and the Guarantor shall, if requested,
promptly incorporate in a Prospectus supplement or post-effective
amendment to a Shelf Registration Statement, such information as
the Managing Underwriters and Majority Holders reasonably agree
should be included therein and shall make all required filings of
such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.
(q) In the case of any Shelf Registration Statement, the
Company and the Guarantor shall enter into such agreements
(including underwriting agreements) and take all other appropriate
actions in order to expedite or facilitate the registration or the
disposition of the Securities, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than
those set forth in Section 6 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing
Underwriters, if any), with respect to all parties to be
indemnified pursuant to Section 6 hereof from Holders of
Securities to the Company and the Guarantor.
(r) In the case of any Shelf Registration Statement, the
Company and the Guarantor shall (i) make reasonably available for
inspection by the Holders of securities to be registered
thereunder, any underwriter participating in any disposition
pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such
underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its
subsidiaries; (ii) cause the Company's and the Guarantor's
officers, directors and employees to supply all relevant
information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with any
such Registration Statement as is customary for similar due
diligence examinations; provided, however, that any information
that is designated in writing by the Company or the Guarantor, in
good faith, as confidential at the time of delivery of such
information shall be kept confidential by the Holders or any such
underwriter, attorney, accountant or agent, unless such disclosure
is made in connection with a court proceeding or required by law,
or such information becomes available to the public generally or
through a third party without an accompanying obligation of
confidentiality; (iii) make such representations and warranties to
the Holders of securities registered thereunder and the
underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten
offerings; (iv) obtain opinions of counsel to the Company and the
Guarantor (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Holders and
underwriters; (v) obtain "cold comfort" letters (or, in the case
of any person that does not satisfy the conditions for receipt of
a "cold comfort" letter specified in Statement on Auditing
Standards No. 72, an "agreed-upon procedures" letter) and updates
thereof from the independent certified public accountants of the
Company and the Guarantor (and, if necessary, any other
independent certified public accountants of any subsidiary of the
Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to
be, included in the Registration Statement), addressed to each
selling Holder of securities registered thereunder and the
underwriters, if any, in customary form and covering matters of the
type customarily covered in "cold comfort" letters in connection
with primary underwritten offerings; and (vi) deliver such
documents and certificates as may be reasonably requested by the
Majority Holders and the Managing Underwriters, if any, including
those to evidence compliance with Section 4(k) and with any
customary conditions contained in the underwriting agreement or
other agreement entered into by the Company and the Guarantor.
The foregoing actions set forth in clauses (iii), (iv), (v) and
(vi) of this Section 4(r) shall be performed at (A) the
effectiveness of such Registration Statement and each
post-effective amendment thereto and (B) each closing under any
underwriting or similar agreement as and to the extent required
thereunder.
(s) In the case of any Exchange Offer Registration
Statement, the Company and the Guarantor shall (i) make reasonably
available for inspection by each Purchaser, and any attorney,
accountant or other agent retained by such Purchaser, all relevant
financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries; (ii) cause the
Company's and the Guarantor's officers, directors and employees to
supply all relevant information reasonably requested by such
Purchaser or any such attorney, accountant or agent in connection
with any such Registration Statement as is customary for similar
due diligence examinations; provided, however, that any
information that is designated in writing by the Company or the
Guarantor, in good faith, as confidential at the time of delivery
of such information shall be kept confidential by such Purchaser
or any such attorney, accountant or agent, unless such disclosure
is made in connection with a court proceeding or required by law,
or such information becomes available to the public generally or
through a third party without an accompanying obligation of
confidentiality; (iii) make such representations and warranties to
such Purchaser, in form, substance and scope as are customarily
made by issuers to underwriters in primary underwritten offerings;
(iv) obtain opinions of counsel to the Company and the Guarantor
(which counsel and opinions (in form, scope and substance) shall
be reasonably satisfactory to such Purchaser and its counsel),
addressed to such Purchaser, covering such matters as are
customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by
such Purchaser or its counsel; (v) obtain "cold comfort" letters
and updates thereof from the independent certified public
accountants of the Company and the Guarantor (and, if necessary,
any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement),
addressed to such Purchaser, in customary form and covering
matters of the type customarily covered in "cold comfort" letters
in connection with primary underwritten offerings, or if requested
by such Purchaser or its counsel in lieu of a "cold comfort"
letter, an agreed-upon procedures letter under Statement on
Auditing Standards No. 35, covering matters requested by such
Purchaser or its counsel; and (vi) deliver such documents and
certificates as may be reasonably requested by such Purchaser or
its counsel, including those to evidence compliance with Section
4(k) and with conditions customarily contained in underwriting
agreements. The foregoing actions set forth in clauses (iii),
(iv), (v), and (vi) of this Section 4(s) shall be performed at the
close of the Registered Exchange Offer and the effective date of
any post-effective amendment to the Exchange Offer Registration
Statement.
5. Registration Expenses. The Company and the Guarantor
shall jointly and severally bear all expenses incurred in connection with the
performance of its obligations under Sections 2, 3 and 4 hereof and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel (in addition to one
local counsel in each relevant jurisdiction) designated by the Majority
Holders to act as counsel for the Holders in connection therewith ("Holders'
Counsel"), and, in the case of any Exchange Offer Registration Statement, will
reimburse the Purchasers for the reasonable fees and disbursements of counsel
acting in connection therewith.
6. Indemnification and Contribution. (a) In connection
with any Registration Statement, the Company and the Guarantor, jointly and
severally, agree to indemnify and hold harmless each Holder of securities
covered thereby (including each Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each other
person, if any, who controls any such Holder within the meaning of Section 15
of the Act or Section 20 of the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or
in any amendment thereof, or in any preliminary Prospectus or Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that neither the Company nor the Guarantor will be liable
in any case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of any such Holder specifically for inclusion therein. This indemnity
agreement will be in addition to any liability which the Company and the
Guarantor may otherwise have. Such indemnity with respect to any preliminary
Prospectus shall not inure to the benefit of any Holder (or any of the
directors, officers, employees and agents of such Holder) from whom the person
asserting any such loss, claim, damage or liability purchased the Securities
that are the subject thereof if such person did not receive a copy of the
Prospectus as amended or supplemented at or prior to the confirmation of the
sale of such Securities to such person in any case where the untrue statement
or omission of a material fact contained in such preliminary Prospectus was
corrected in the Prospectus as amended or supplemented and it is finally
judicially determined that such delivery was required to be made under the
Securities Act and was not so made.
The Company also agrees to indemnify or contribute to Losses
of, as provided in Section 6(d), any underwriters of Securities registered
under a Shelf Registration Statement, their officers and directors and each
person who controls such underwriters on substantially the same basis as that
of the indemnification of the Purchasers and the selling Holders provided in
this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(q)
hereof.
(b) Each Holder of securities covered by a Registration
Statement (including each Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally and not jointly agrees to indemnify and hold harmless the Company
and the Guarantor, each of their respective directors and officers and each
other person, if any, who controls the Company or such Guarantor within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company and the Guarantor to each
such Holder, but only with reference to written information relating to such
Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section 6 or notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a)
or (b) above unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above.
The indemnifying party shall be entitled to appoint as counsel one firm of
attorneys of the indemnifying party's choice at the indemnifying party's
expense, which counsel, together with one local counsel in each jurisdiction,
shall act on behalf of all the indemnified parties in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel
to represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel (and local counsel) if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would in the reasonable
judgment of the indemnified party, present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without
the prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit
or proceeding.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 6 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall have
a joint and several obligation to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from
the Initial Placement and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall any Purchaser or any
subsequent Holder of any Security or New Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of a New Security, applicable to
the Security which was exchangeable into such New Security, as set forth on
the cover page of the Final Memorandum, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or
commission applicable to the securities purchased by such underwriter under
the Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company and the Guarantor shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Memorandum and (y) the total amount of additional interest which the
Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth on the cover page of the Final
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act. Benefits received by any underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined
by reference to whether any alleged untrue statement or omission relates to
information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand. The parties agree that it would not be
just and equitable if contribution were determined by pro rata allocation or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 6, each person who controls a Holder within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of such Holder shall have the same rights to contribution
as such Holder, and each person who controls the Company or the Guarantor
within the meaning of either the Act or the Exchange Act, each officer of the
Company or the Guarantor who shall have signed the Registration Statement and
each director of the Company or the Guarantor shall have the same rights to
contribution as the Company and the Guarantor, subject in each case to the
applicable terms and conditions of this paragraph (d).
(e) The provisions of this Section 6 will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company or the Guarantor or any of the officers, directors or
controlling persons referred to in this Section 6, and will survive the sale
by a Holder of securities covered by a Registration Statement.
7. Miscellaneous.
(a) No Inconsistent Agreements. Neither the Company nor
the Guarantor has, as of the date hereof, entered into, nor shall
it, on or after the date hereof, enter into, any agreement with
respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the
provisions hereof.
(b) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, qualified, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate
principal amount of Securities (or, after the consummation of any
Exchange Offer in accordance with Section 2 hereof, of New
Securities); provided that, with respect to any matter that
directly or indirectly affects the rights of any Purchaser
hereunder, the Company shall obtain the written consent of each
such Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding
the foregoing (except the foregoing proviso), a waiver or consent
to departure from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose securities
are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders may
be given by the Majority Holders, determined on the basis of
securities being sold rather than registered under such
Registration Statement.
(c) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telex, telecopier, or air courier
guaranteeing overnight delivery:
(1) if to a Holder, at the most current address given
by such Holder to the Company in accordance with the
provisions of this Section 7(c), which address initially is,
with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy
in like manner to Salomon Brothers Inc by fax (▇▇▇-▇▇▇-▇▇▇▇)
and confirmed by mail to them at Seven ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇;
(2) if to you, initially at the address set forth in
the Purchase Agreement; and
(3) if to the Company or the Guarantor, initially at
its address set forth in the Purchase Agreement.
All such notices and communications shall be deemed to have
been duly given when received.
The Purchasers, the Company or the Guarantor by notice to
the other may designate additional or different addresses for subsequent
notices or communications.
(d) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of
each of the parties, including, without the need for an express
assignment or any consent by the Company or the Guarantor thereto,
subsequent Holders of Securities and/or New Securities. The
Company hereby agrees to extend the benefits of this Agreement to
any Holder of Securities and/or New Securities and any such Holder
may specifically enforce the provisions of this Agreement as if an
original party hereto.
(e) Counterparts. This agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one
and the same agreement.
(f) Headings. The headings in this agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF).
(h) Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all the rights and privileges of
the parties shall be enforceable to the fullest extent permitted
by law.
(i) Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of
principal amount of Securities or New Securities is required
hereunder, Securities or New Securities, as applicable, held by
the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed
to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such
required percentage.
Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Guarantor and you.
Very truly yours,
THE LTV CORPORATION
By:
---------------------------------
Name:
Title:
LTV STEEL COMPANY, INC.
By:
---------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written
SALOMON BROTHERS INC
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: SALOMON BROTHERS INC
By:
_______________________
Name:
Title:
ANNEX A
Each broker-dealer that receives New Securities for its own account pursuant
to the Registered Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales
of New Securities received in exchange for Securities where such New
Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Company and the Guarantor have
agreed that, starting on the date hereof (the "Expiration Date") and ending on
the close of business on the first anniversary of the Expiration Date, it will
make this Prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of Distribution".
ANNEX B
Each broker-dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such New
Securities. The Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired as a result of market-making activities or other trading activities.
Each of the Company and the Guarantor has agreed that, starting on the
Expiration Date and ending on the close of business on the first anniversary
following the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.
Neither the Company nor the Guarantor will receive any proceeds
from any sale of New Securities by broker-dealers. New Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on the New
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such New Securities. Any broker-dealer that resells New
Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such New Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit of any such resale of
New Securities and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Act.
For a period of one year after the Expiration Date, the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company and the Guarantor have jointly and
severally agreed to pay all expenses incident to the Exchange Offer (including
the expenses of one counsel for the holders of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Act.
[If applicable, add information required by Regulation S-K Items
507 and/or 508.]
ANNEX D
Rider A
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:______________________________________________________
Address:___________________________________________________
Rider B
If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of New
Securities. If the undersigned is a broker-dealer that will receive New
Securities for its own account in exchange for Securities that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale
of such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.