Second Amendment to RES-PBGC Memorandum of Understanding between Pension Benefit Guaranty Corporation and Republic Technologies International, LLC

Summary

This agreement is a second amendment to a prior Memorandum of Understanding (MOU) between the Pension Benefit Guaranty Corporation (PBGC) and Republic Technologies International, LLC (RTI), previously involving RES Holding Corporation. The amendment extends the deadline for a required payment of $5,500,000 from March 15, 2000, to March 22, 2000. All other terms of the original MOU remain unchanged. The parties reaffirm their commitment to the MOU as modified by this amendment.

EX-10.43 4 ex10-43.txt EXHIBIT 10.43 1 EXHIBIT 10.43 - ------------- SECOND AMENDMENT TO THE RES-PBGC MEMORANDUM OF UNDERSTANDING DATED NOVEMBER 2, 1998 THIS SECOND AMENDMENT to the RES-PBGC Memorandum of Understanding by and between the Pension Benefit Guaranty Corporation and RES Holding Corporation is made and entered into as of this 15th day of March, 2000, by and between the Pension Benefit Guaranty Corporation and Republic Technologies International, LLC. WITNESSETH ---------- WHEREAS, by last signature dated November 2, 1998, RES Holding Corporation ("RES") and the Pension Benefit Guaranty Corporation ("PBGC") entered into a Memorandum of Understanding ("MOU"); and WHEREAS, all events under clauses (i) and (ii) of Section 1 of the MOU have occurred, including the Combination of RES and RESI under a common ultimate parent, such ultimate parent being Republic Technologies International, LLC ("RTI"); and WHEREAS, under the MOU, RTI must make certain "Required Contributions," including a payment of $7,500,000 on January 1, 2000; and WHEREAS, effective December 29, 1999, RES and PBGC executed an Amendment of the MOU; and WHEREAS, under the Amendment, PBGC agreed to allow RES to defer $5,500,000 of the January 1, 2000 payment until March 15, 2000; NOW THEREFORE, RTI and PBGC agree to the following: 1. Subsections (b) and (c) of section 3 of the MOU are further amended as follows: (a) to change the new row added by the Amendment to each table, with the words "no later than 3/15/00" in the contribution "Date" column, to read "no later than 3/22/00." 1 2 2. Except as the MOU is modified by this Second Amendment, the MOU remains unchanged and in full force and effect, and the parties hereby ratify and affirm the MOU as modified hereby. IN WITNESS WHEREOF, the parties have signed and agreed as of the date first written above. PENSION BENEFIT GUARANTY CORPORATION DATE: March 15, 2000 BY:/s/ Andrea Schneider ----------------- ------------------------------------ ANDREA SCHNEIDER, CHIEF NEGOTIATOR AND DIRECTOR CORPORATE FINANCE AND NEGOTIATIONS DEPARTMENT REPUBLIC TECHNOLOGIES INTERNATIONAL, LLC Date: March 15, 2000 By:/s/ Joseph F. Lapinsky ----------------- --------------------------