EXHIBIT 99.2
EXCHANGE AGENT AGREEMENT
This EXCHANGE AGENT AGREEMENT (this "AGREEMENT") dated as of October __,
1997 between Armco Inc., an Ohio corporation ("ARMCO"), and The Fifth Third
Bank.
W I T N E S S E T H:
WHEREAS, ARMCO is offering to exchange (the "EXCHANGE OFFER") all of its
outstanding 9% Senior Notes due 2007 (the "OLD NOTES"), of which an aggregate of
$150,000,000 in principal amount are outstanding as of the date hereof, for an
equal principal amount of newly issued 9% Senior Notes due 2007 (the "NEW
NOTES"), on the terms and in the manner set forth in the Prospectus, dated
October __, 1997 (the "EXCHANGE OFFER PROSPECTUS"); and
WHEREAS, Armco wishes to appoint the Exchange Agent as its agent for the
purpose of administering the Exchange Offer and the Exchange Agent wishes to
accept such appointment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. APPOINTMENT OF EXCHANGE AGENT; PERFORMANCE OF DUTIES. Armco hereby
appoints the Exchange Agent as its agent for the exchange of its Old Notes for
its New Notes, and the Exchange Agent accepts such appointment subject to the
terms and conditions contained in this Agreement.
2. DOCUMENTS. The Exchange Agent shall establish an account with respect
to the Old Notes at the Depository Trust Company ("DTC") for purposes of the
Exchange Offer within two business days after the date of the Exchange Offer
Prospectus so that any Participant (as defined herein) may make book-entry
delivery of the Old Notes by causing DTC to transfer such Old Notes into such
account in accordance with DTC's procedures for such transfer. ARMCO shall
provide the Exchange Agent with copies of a letter of transmittal substantially
in the form of Exhibit A attached hereto (the "LETTER OF TRANSMITTAL"). The
Exchange Agent shall request from DTC no later than the
effective date of the Exchange Offer a Special Security Position Listing of all
participants eligible to participate in the Exchange Offer (the "PARTICIPANTS")
and the amount of Old Notes owned of record by each such Participant; PROVIDED,
HOWEVER, that the Exchange Agent shall not be responsible for any changes in the
Participants or of the beneficial ownership of the Old Notes during the Exchange
Offer. The Exchange Agent shall make copies of the Letter of Transmittal
available to Holders (as such term is defined in the Letter of Transmittal) and
the Participants upon requests directed to The Fifth Third Bank, Department, 38
Fountain Square Plaza, Cincinnati, Ohio 45363 by registered or certified mail or
by overnight courier.
3. EXCHANGE AGENT RESPONSIBILITIES. The Exchange Agent shall examine the
Letters of Transmittal (or a facsimile thereof) and other documents received by
it or ascertain that (a) each Letter of Transmittal is completed and duly
executed in accordance with the instructions therefor and (b) any other document
required by the instructions accompanying the Letters of Transmittal is
completed and duly executed in accordance with such instructions. Except as
otherwise provided in this Paragraph 3, Old Notes shall not be deemed to be
properly tendered unless all of the foregoing requirements are met prior to the
Expiration Date (as defined in the Exchange Offer Prospectus). The Exchange
Agent shall take all steps as it shall deem reasonable and appropriate to cause
the person tendering Old Notes pursuant to the Exchange Offer to correct any
defect that exists in any Letter of Transmittal or accompanying document. In
the event that the Exchange Agent is unable to cause the correction of any such
defect, the Exchange Agent shall promptly send to Armco any Letter of
Transmittal or other document or copies thereof containing any defect therein,
which in its judgment would prevent acceptance thereof, together with a request
for instructions as to actions to be taken with respect thereto in accordance
with Paragraph 8(f) of this Agreement. All questions with respect to the duties
of the Exchange Agent under this Paragraph 3 will be determined by Armco, which
determination shall be final and binding for the purposes of this Agreement.
Armco reserves the right, if it so elects in its discretion, to waive the
failure of any delivery of Old Notes, Letters of Transmittal or other document
pursuant to the Exchange Offer to comply
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with any requirement of this Paragraph 3 or the Letter of Transmittal. Armco
reserves the right to terminate or, prior to the Expiration Date, amend the
Exchange Offer as provided in the Exchange Offer Prospectus. If notified by
Armco of termination of the Exchange Offer, the Exchange Agent shall promptly
return all tendered Old Notes to the tendering Holders. If notified by Armco of
an amendment of the Exchange Offer, the Exchange Agent shall follow the
reasonable instruction of Armco contained in such notice to the extent
consistent with this Agreement. Each day upon which the Exchange Agent receives
one or more Letters of Transmittal, the Exchange Agent shall provide Armco with
a written account of the following information: (1) the number of properly
tendered Old Notes submitted that day; (2) the cumulative number of properly
tendered Old Notes submitted and not properly withdrawn through such day; (3)
the number of Old Notes covered by defective tenders submitted that day; (4) the
number of Old Notes that are submitted that day pursuant to the guaranteed
delivery procedures contained in the Letter of Transmittal; and (5) the
cumulative number of Old Notes covered by uncorrected defective tenders as of
such date.
4. ACCEPTANCES AND EXCHANGE.
(a) At any time after the Expiration Date (as defined in the Exchange
Offer Prospectus), upon receiving a notice from Armco directing the exchange of
properly tendered Old Notes, the Exchange Agent shall, as agent of Armco and
subject to all the conditions of the Exchange Offer, accept for exchange all Old
Notes properly tendered in accordance with this Agreement that are not properly
withdrawn prior to the Expiration Date (as defined in the Exchange Offer
Prospectus). Thereafter, unless notified otherwise by Armco, the Exchange Agent
shall continue to accept for exchange all Old Notes that are properly delivered
to the Exchange Agent pursuant to Notices of Guaranteed Delivery (as defined in
the Exchange Offer Prospectus) but shall not accept any other Old Notes for
exchange.
(b) Following such acceptance of Old Notes, the Exchange Agent shall
promptly present all such Old Notes to the registrar with instructions to cause
such Old Notes to be marked as "canceled" in the name of Armco in the
appropriate registers. The Exchange Agent
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promptly shall notify The Fifth Third Bank, as Registrar and Transfer Agent for
the New Notes (in such capacity, the "REGISTRAR"), of (A) the names of the
Holders on whose behalf Old Notes have been so presented and the number of Old
Notes so presented on behalf of each and (B) the instructions for delivery of
New Notes provided in the Letters of Transmittal submitted by each such Holder.
The Exchange Agent shall from time to time request the Registrar to issue such
New Notes as are required for delivery hereunder.
5. ASSIGNEES; SIGNATURES. If a New Note or beneficial ownership thereof is
to be delivered to, or reflected on the records of DTC as belonging to, an
assignee of the Holder or beneficial owner of the surrendered Old Notes, the
assignee of the Holder or the beneficial owner shall pay to the Exchange Agent
the amount of any transfer taxes applicable to such transfer unless satisfactory
evidence of the payment of such tax, or exception therefrom, is submitted.
The signature (or signatures, in the case of any Old Notes owned by two or
more joint holders) on a Letter of Transmittal must correspond exactly with the
name(s) appearing on the records of the Registrar.
6. RECORDS. The Exchange Agent shall maintain, on a continuing basis, in
addition to the information required by Paragraphs 3 and 4 hereof, a record
showing the following: (i) the names and addresses of all Holders who have
tendered Old Notes for exchange and of all Holders to whom New Notes will be or
have been issued or to whose DTC account New Notes will be or have been
credited, (ii) the face amount of Old Notes held by each such Holder, and (iii)
the face amount of Old Notes tendered by and New Notes to be issued to each such
Holder. Upon the request of Armco, the Exchange Agent shall provide Armco with
a report setting forth the information maintained pursuant to this Paragraph 6,
together with such other information as may from time to time be reasonably
requested.
7. FEES. Armco shall pay all reasonable out-of-pocket expenses of the
Exchange Agent for postage, stationery, printing, telephone, facsimile, telex
and other similar items (other than those specifically described below) and the
reasonable fees and disbursements of legal counsel to the Exchange
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Agent incurred in rendering services hereunder at cost, pursuant to monthly
invoices from the Exchange Agent. In no case, however, unless agreed to in
advance by Armco, shall the payment of Armco of the fees and disbursements of
legal counsel to the Exchange Agent exceed the sum of $[2,500]. In addition,
Armco shall pay such fees as Armco and the Exchange Agent may agree in writing
from time to time.
8. LIMITATION OF DUTIES. As Exchange Agent hereunder, the Exchange Agent:
(a) shall have no duties or obligations other than those specifically
set forth herein;
(b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any
Old Notes or New Notes or any Letter of Transmittal or other document deposited
with or delivered to the Exchange Agent hereunder or any signature or
endorsement in connection therewith and will not be required to and will not
make any representation as to their validity, value or genuineness;
(c) shall not be obligated to take any legal action hereunder that
might in the judgment of the Exchange Agent involve any expense or liability
unless the Exchange Agent shall have been furnished with indemnity acceptable to
it;
(d) may rely on and shall be protected in acting upon any certificate,
instrument, opinion, notice, letter, telegram or other document or security
delivered to the Exchange Agent without gross negligence, bad faith or without
misconduct to be genuine and to have been signed by the proper party or parties;
(e) shall not be liable for any action taken or omitted by the
Exchange Agent, or any action suffered by it to be taken or omitted, without
gross negligence, bad faith or willful misconduct on its part, by reason of or
as a result of the administration of its duties hereunder, and it may rely on
and shall be protected in acting upon the written instructions of any person
reasonably believed by it to be a proper
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officer or representative of Armco relating to the Exchange Agent's duties
hereunder;
(f) may apply to Armco for written instructions with respect to any
matter arising in connection with the Exchange Agent's duties and obligations
arising under this Agreement, and the application by the Exchange Agent for
written instructions from Armco may, at the option of the Exchange Agent, set
forth in writing any action proposed to be taken or omitted by the Exchange
Agent with respect to its duties or obligations under this Agreement and the
date or dates on or after which such action shall be taken, and the Exchange
Agent shall not be liable for any action taken or omitted in accordance with a
proposal included in any such application on or after the date specified therein
(which date shall not, without Armco's consent, be less than five business days
after Armco is deemed to have received such application) unless, prior to taking
or omitting any such action, the Exchange Agent has received written
instructions from Armco in response to such application specifying the action to
be taken or omitted. The right conferred by this Paragraph 8(f) shall be
restricted by the requirement of Paragraph 3 hereof that, with respect to
defects in any Letter of Transmittal or accompanying document, the Exchange
Agent shall take such steps as it shall deem reasonable and appropriate to
correct the same before applying to Armco under this Paragraph 8(f) for
instructions; and
(g)may consult counsel satisfactory to the Exchange Agent and Armco,
and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion of such counsel.
9. COURT ORDERS. If any property subject hereto is at any time attached,
garnished or levied upon under any court order or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in case any order, judgment or decree
shall be made or entered by any court affecting such property or any part
thereof, then and in any such event the Exchange Agent is authorized, in its
sole discretion, to rely upon and comply with any such order, writ,
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judgment or decree that it is advised by legal counsel of its own choosing is
binding upon them, and, if it complies with any such order, writ, judgment or
decree, it shall not be liable to any of the parties hereto or to any other
person, firm or corporation by reason of such compliance even through such
order, writ, judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.
10. INDEMNIFICATION. Armco agrees to indemnify the Exchange Agent and hold
it harmless from and against any loss, liability or expense (including
reasonable counsel fees and expenses) incurred by the Exchange Agent without
gross negligence, bad faith or willful misconduct on its part arising out of or
in connection with the administration of its duties and any action taken or
omitted to be taken hereunder and otherwise in connection with the Exchange
Offer and against any stock transfer or other tax.
11. AMENDMENTS. This Agreement may be amended only by an instrument in
writing executed by the parties hereto or their successors and assigns.
12. REPORTS; NOTICES. All reports, notices, applications (including
applications for instructions in accordance with Paragraph 8(f) hereof) and
other communications required or permitted hereunder shall be in writing and
shall be deemed given when addressed and delivered by facsimile transmission
(confirmed by telephone call), which delivery may be followed by delivery by
hand or overnight delivery service, to the address for the party set forth below
or at such other address as a party may furnish by like notice to the other
parties hereto:
If to Armco:
Armco Corporation
One Oxford Centre
301 Grant Street
Pittsburgh, PA 15219-1415
Attn: Corporate Secretary
Facsimile Number: (412) 255-9805
with a copy to:
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Arnold & Porter
399 Park Avenue
New York, NY 10022
Attn: Jonathan C. Stapleton, Esq.
Facsimile Number: (212) 715-1399
If to the Exchange Agent:
The Fifth Third Bank
Corporate Trust Operations
38 Fountain Square Plaza
Cincinnati, OH 45263
Attn: Paul Smith
Facsimile Number: (513) 744-8909
Delivery of a notice sent by facsimile transmission shall be deemed to be
effective 24 hours after delivery has been confirmed by telephone.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but both of which together shall
constitute but one agreement.
14. TERMINATION. This Agreement shall terminate on [December __, 1997], or
on such earlier date as may be agreed in a signed writing between Armco and the
Exchange Agent. Upon termination, copies of all information maintained by the
Exchange Agent for Armco under this Agreement shall be delivered to Armco as
soon as practicable following Armco's request for such information. The right
of the Exchange Agent to be reimbursed for out-of-pocket expenses as provided in
Paragraph 7 and the indemnification provisions of Paragraph 10 hereof shall
survive termination of this Agreement.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, Armco Inc. and The Fifth Third Bank have duly executed
this Agreement as of the date first set forth above.
ARMCO INC.
By:
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Name:
Title:
THE FIFTH THIRD BANK
By:
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Name:
Title:
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