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

Summary

This amendment updates the Memorandum of Understanding between the Pension Benefit Guaranty Corporation (PBGC) and Republic Technologies International, LLC (RTI). It extends the deadline for RTI to make a required payment of $5,500,000 from March 22, 2000, to March 29, 2000. All other terms of the original agreement remain unchanged. The amendment is effective as of March 22, 2000, and is signed by both parties.

EX-10.44 5 ex10-44.txt EXHIBIT 10.44 1 EXHIBIT 10.44 - ------------- THIRD AMENDMENT TO THE RES-PBGC MEMORANDUM OF UNDERSTANDING DATED NOVEMBER 2, 1998 THIS THIRD 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 the 22nd 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, RTI and PBGC executed an Amendment of the MOU under which PBGC agreed to allow RTI to defer $5,500,000 of the January 1, 2000 payment until March 15, 2000; WHEREAS, effective March 15, 2000, RTI and PBGC executed a Second Amendment of the MOU under which PBGC agreed to allow RTI to defer the $5,500,000 payment until March 22, 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 3/22/00" in the contribution "Date" column, to read "no later than 3/29/00." 1 2 2. Except as the MOU is modified by this Third 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 22, 2000 By: /s/ Andrea Schneider -------------- -------------------- ANDREA SCHNEIDER, CHIEF NEGOTIATOR AND DIRECTOR CORPORATE FINANCE AND NEGOTIATIONS DEPARTMENT REPUBLIC TECHNOLOGIES INTERNATIONAL,LLC DATE: March 22, 2000 BY: /s/ JOSEPH F. LAPINSKY --------------- ---------------------- ITS: 2