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

Summary

This amendment, dated March 29, 2000, is between the Pension Benefit Guaranty Corporation (PBGC) and Republic Technologies International, LLC (RTI). It further extends the deadline for RTI to make a required $5,500,000 contribution under a prior Memorandum of Understanding, moving the due date from March 29, 2000, to July 1, 2000. All other terms of the original agreement remain unchanged. The amendment is signed by representatives of both parties.

EX-10.45 6 ex10-45.txt EXHIBIT 10.45 1 EXHIBIT 10.45 - ------------- FOURTH AMENDMENT TO THE RES-PBGC MEMORANDUM OF UNDERSTANDING DATED NOVEMBER 2, 1998 THIS FOURTH 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 29th 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; WHEREAS, effective March 22, 2000, RTI and PBGC executed a Third Amendment of the MOU under which PBGC agreed to allow RTI to defer the $5,500,000 payment until March 29, 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 3/29/00" in the contribution "Date" column, to read "no later than 7/1/00." 1 2 2. Except as the MOU is modified by this Fourth 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 29, 2000 BY: /s/ Andrea Schneider -------------- ------------------------ ANDREA SCHNEIDER, CHIEF NEGOTIATOR AND DIRECTOR CORPORATE FINANCE AND NEGOTIATIONS DEPARTMENT REPUBLIC TECHNOLOGIES INTERNATIONAL,LLC DATE: March 29, 2000 BY: /s/ Joseph F. Lapinsky -------------- ---------------------- ITS: 2