Exhibit 99.3
EXCHANGE AGENT AGREEMENT
This EXCHANGE AGENT AGREEMENT (this "AGREEMENT") dated as of
February 2, 1999 between Armco Inc., an Ohio corporation ("ARMCO"), and Star
Bank, N.A.
W I T N E S S E T H:
WHEREAS, Armco is offering to exchange (the "EXCHANGE OFFER") all of
its outstanding 8 7/8% Senior Notes due 2008 (the "OLD NOTES"), of which an
aggregate of $75,000,000 in principal amount are outstanding as of the date
hereof, for an equal principal amount of newly issued 8 7/8% Senior Notes due
2008 (the "NEW NOTES"), on the terms and in the manner set forth in the
Prospectus, dated February 5, 1999 (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 Star Bank, N.A., Corporate Trust, 425 Walnut Street,
Mail Location 5155, Cincinnati, Ohio 45202 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 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
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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 promptly shall notify Star
Bank, N.A., 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
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.
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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 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
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(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, 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
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with a copy to:
Arnold & Porter
399 Park Avenue
New York, NY 10022
Attn: Jonathan C. Stapleton, Esq.
Facsimile Number: (212) 715-1399
If to the Exchange Agent:
Star Bank, N.A.
Corporate Trust
425 Walnut Street
Mail Location 5155
Cincinnati, OH 45202
Attn: Robert Jones
Facsimile Number: (513) 632-5511
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 April 2, 1999, 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 Star Bank, N.A. have duly executed
this Agreement as of the date first set forth above.
ARMCO INC.
By:
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Name:
Title:
STAR BANK, N.A.
By:
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Name:
Title: