THIS AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR
A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN. SUCH OFFER OR
SOLICITATION ONLY WILL BE MADE IN COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE
BANKRUPTCY CODE.
================================================================================
PLAN SUPPORT AGREEMENT
by and among
XXXX CORPORATION,
UNITED STEELWORKERS,
INTERNATIONAL UNION, UAW, AND
APPALOOSA MANAGEMENT L.P.
================================================================================
Dated as of _____ __, 2007
TABLE OF CONTENTS
Page
RECITALS .................................................................2
ARTICLE I OVERVIEW OF CERTAIN DEFINED TERMS................................3
ARTICLE II OBLIGATIONS OF THE DEBTORS.......................................5
ARTICLE III SUPPORT OBLIGATIONS OF THE USW, THE UAW AND APPALOOSA............6
ARTICLE V PLAN FRAMEWORK...................................................9
ARTICLE VI ADDITIONAL AGREEMENTS............................................9
ARTICLE VII TERMINATION EVENTS...............................................9
ARTICLE VIII GOVERNING LAW; JURISDICTION; VENUE..............................10
ARTICLE IX IMPLEMENTATION..................................................10
ARTICLE X GENERAL PROVISIONS..............................................11
EXHIBITS
Exhibit A: Form of Plan
Exhibit B: Investment Agreement
-i-
PLAN SUPPORT AGREEMENT
This Plan Support Agreement (this "Agreement"), is entered into as of
______ __, 2007, by and among Xxxx Corporation ("Xxxx"), on behalf of itself and
its subsidiaries operating as debtors and debtors-in-possession (together with
Xxxx, the "Debtors") in the Chapter 11 Cases (as defined below); the United
Steelworkers (the "USW"); the International Union, UAW (the "UAW"); and
Appaloosa Management L.P. on behalf of itself and its affiliates ("Appaloosa").
Each of the Debtors, the USW, the UAW, Appaloosa and the Supporting Creditors is
referred to herein individually as a "Party," and collectively, as the
"Parties". As used herein, the words "this Agreement", "hereto", "hereunder" and
words of like import shall mean this Agreement.
RECITALS
A. On March 3, 2006, the Debtors commenced jointly administered
chapter 11 cases (together, the "Chapter 11 Cases") in the Bankruptcy Court
(as defined below).
B. On Xxxxx 0, 0000, Xxxxxxx & Stroock & Xxxxx LLP ("Stroock") was
retained as counsel to an ad hoc group of holders of the Debtors' unsecured
bonds (the "Ad Hoc Group").
C. On February 1, 2007, the Debtors filed the Motion and Memorandum of
Law of Debtors and Debtors in Possession to Reject their Collective Bargaining
Agreements and to Modify their Retiree Benefits Pursuant to Sections 1113 and
1114 of the Bankruptcy Code (the "1113/1114 Litigation").
D. In March and April 2007, the trial with respect to the 1113/1114
Litigation took place before the Bankruptcy Court.
E. Commencing April 2007, the Debtors, the USW, the UAW and their
advisors engaged in discussions regarding a possible consensual resolution of
(i) the 1113/1114 Litigation and (ii) all other issues between the Debtors and
each of the USW and the UAW related to the Debtors' restructuring (the "Global
Settlement"). The Global Settlement includes, among other things, the settlement
of 1113/1114 Litigation reached by and among the Debtors and each of the Unions
as of July 5, 2007, as amended (the "Union Settlement Agreements").
F. On August 1, 2007, the Bankruptcy Court entered an order approving the
Global Settlement.
G. On ____ __, 2007, the Debtors accepted a proposal from Appaloosa
pursuant to which Appaloosa will become the lead plan investor under the Global
Settlement in accordance with the terms of the Investment Agreement (as defined
below).
H. On ____ __, 2007, the USW and UAW consented to the transactions
contemplated by the Investment Agreement in accordance with the terms of
Appendix R of the Union Settlement Agreements.
2
I. This Agreement sets forth the Parties' agreement with respect to their
support of a plan of reorganization for the Debtors in order to implement the
Plan (as defined below) and the Investment Agreement.
J. Appaloosa will make the New Investment (as defined below) on the terms
and on the conditions set forth in the Investment Agreement, which sets forth
the obligations of Appaloosa to make the New Investment in exchange for certain
Convertible Preferred Shares (as defined below) to be issued by Reorganized Xxxx
under a confirmed Plan.
K. Subject to the terms of this Agreement, the Parties have agreed to
work together to attempt to complete the negotiation of the terms of the Plan,
as well as to resolve other outstanding issues, and to formulate and facilitate
confirmation and consummation of the Plan and the transactions contemplated
hereby; provided, however, that Xxxx will be the sole proponent of the Plan.
L. In so agreeing, the Parties do not desire and do not intend in any way
to avoid, violate or diminish (i) the disclosure, solicitation and other
requirements of applicable securities and bankruptcy laws or (ii) the fiduciary
duties of the Debtors or any such other Party having such duties.
AGREEMENT
ARTICLE I
OVERVIEW OF CERTAIN DEFINED TERMS
1113/1114 Litigation Has the meaning set forth in Recital C hereof
Ad Hoc Group Has the meaning set forth in Recital B hereof
Agreement Has the meaning set forth in the Preamble hereof
Appaloosa Has the meaning set forth in the Preamble hereof
Bankruptcy Code Means the Bankruptcy Reform Act of 1978, as amended,
and codified at title 11 of the United States Code and
as applicable to the Chapter 11 Cases
Bankruptcy Court Means the United States Bankruptcy Court for the
Southern District of New York
Bankruptcy Rules Mean the Federal Rules of Bankruptcy Procedure
Chapter 11 Cases Has the meaning set forth in Recital A hereof
Claim Has the meaning ascribed to it in section 101 of the
Bankruptcy Code
Commitment Fee Has the meaning set forth in the Investment Agreement
attached hereto as Exhibit B
Confirmation Order Means the order of the Bankruptcy Court approving the
Debtors' Plan in form and substance reasonably
acceptable to the USW, the UAW and Appaloosa
Convertible Preferred Means, collectively, the Series A Preferred and the
Shares Series B Preferred (both as defined in the Investment
Agreement)
Creditors Committee Has the meaning set forth in Section 8.4(a) hereof
Xxxx Has the meaning set forth in the Preamble hereof
Debtors Has the meaning set forth in the Preamble hereof
Disclosure Statement Means a disclosure statement with respect to the Plan
filed by the Debtors with the Bankruptcy Court
Disclosure Statement Means the order of the Bankruptcy Court approving the
Order Debtors' Disclosure Statement, which shall be in form
and substance reasonably acceptable to the USW, the
UAW and Appaloosa
Effective Date Means a day, as determined by the Debtors and
reasonably acceptable to Appaloosa, that is the
business day as soon as reasonably practicable after
all conditions to the effective date set forth in the
Plan have been met or waived
Exit Facility Has the meaning set forth in the form of Plan attached
hereto as Exhibit A
Global Settlement Has the meaning set forth in Recital E hereof
Investment Agreement Means the Investment Agreement among Xxxx Corporation
and Appaloosa, attached hereto as Exhibit B and
incorporated herein by reference
Motion Has the meaning set forth in section 2.1 hereof
New Investment Means the proposed investment in the Reorganized
Company by Appaloosa and other potential investors
Party or Parties Has the meaning set forth in the Preamble hereof
Plan Means the chapter 11 plan of reorganization of the
Debtors,
which shall be reasonably acceptable to the USW, the
UAW and Appaloosa and substantially in the
form of the plan annexed hereto as Exhibit A
Reorganized Company Means the Reorganized Debtors and their nondebtor
subsidiaries
Reorganized Xxxx Means a corporation that shall be the successor of
Xxxx under a confirmed Plan
Reorganized Debtors Means the Debtors, or any successor thereto, on or
after the Effective Date of the Plan
Standby Purchasers Has the meaning set forth in the Investment Agreement
Termination Event Has the meaning set forth in section 6.1 hereof
UAW Has the meaning set forth in the Preamble hereof
Unions Means the authorized representatives of the USW and UAW
Union Settlement Has the meaning set forth in Recital E
Agreements
USW Has the meaning set forth in the Preamble hereof
Unsecured Claims Means unsecured nonpriority Claims other than: (i)
subject to Appaloosa's reasonable approval as to the
size of the Claims contained in such class, convenience
class claims, and (ii) subject to Appaloosa's
reasonable approval, (a) asbestos personal injury
claims, (b) intercompany claims, (c) Xxxx Credit
Corporation claims and (d) any Claims of the non-union
retirees represented by the Official Committee of
Non-Union Retirees
ARTICLE II
OBLIGATIONS OF THE DEBTORS
The Debtors presently believe that, subject to the exercise of their
fiduciary duties as debtors and debtors-in-possession (after consultation with
outside legal and financial advisors), prompt consummation of the Plan will
facilitate the Debtors' reorganization and is in the best interests of their
creditors, shareholders and other parties-in-interest. Accordingly, the Debtors
hereby agree, subject to the exercise of their fiduciary duties as debtors and
debtors-in-possession (after consultation with outside legal and financial
advisors), to use reasonable best efforts to propose the Plan and prosecute
confirmation and consummation thereof. Subject to the foregoing, for as long as
this Agreement remains in effect, the Debtors agree to:
2.1 Prepare and file with the Bankruptcy Court a motion (the "Motion")
seeking an order, which shall be in form and substance reasonably acceptable to
the USW, UAW and Appaloosa, from the Bankruptcy Court (i) approving and
authorizing the Debtors to enter into the Investment Agreement and this
Agreement; and (ii) determining that the Parties' entry into, and performance
of, their obligations under the Investment Agreement and this Agreement do not
violate any law, including the Bankruptcy Code, and do not give rise to any
claim or remedy against the Parties; and
2.2 Not object to any application under section 503(b) or inclusion as
part of the Plan under section 1129(a)(4) by Stroock for its representation of
the Ad Hoc Group for payment of its reasonable legal fees and expenses from the
filing of the Debtors' chapter 11 cases to the Effective Date up to a cap of $5
million; and
2.3 Not propose any Plan premised upon the use of section 382(l)(5) of the
Internal Revenue Code and will propose only a Plan premised upon the use of
section 382(l)(6) of the Internal Revenue Code; and
2.4 Engage in good faith negotiations with the other Parties and other
parties in interest regarding the Plan, Disclosure Statement and other
definitive documents that are consistent with this Agreement and that resolve
all unresolved items reflected herein and/or are necessary to the implementation
of the transactions contemplated by this Agreement; including, without
limitation:
a. Using reasonable best efforts to negotiate with parties in
interest and thereafter file an amended plan, substantially in the form of the
Plan, and related Disclosure Statement by _______ __, 2007; and
b. Use reasonable best efforts to obtain entry by the Bankruptcy
Court of the Confirmation Order on or before February 28, 2008.
ARTICLE III
SUPPORT OBLIGATIONS OF THE USW, THE UAW
AND APPALOOSA
Unless and until this Agreement has been terminated in accordance with its
terms, each of the USW, the UAW and Appaloosa agrees (and shall cause its
respective affiliates to agree) that:
3.1 It will support prosecution, confirmation and consummation of the Plan
including without limitation, (i) the entry of the Disclosure Statement Order
and (ii) the entry of the Confirmation Order, despite objection or the rejection
of the Plan (whether by vote or operation of section 1126(g) of the Bankruptcy
Code) by any impaired class; provided, however, that, for the avoidance of
doubt, nothing in this subsection is an agreement by any of the USW or the UAW
to vote to accept or reject the Plan.
3.2 It will not, nor will it encourage any other person or entity to, (i)
object to, delay, impede, appeal, or take any other action, directly or
indirectly, to interfere with, the entry of the
Disclosure Statement Order; (ii) commence any proceeding or prosecute, join in,
or otherwise support any action to oppose or object to the Plan or Disclosure
Statement; and (iii) delay, object to, impede, appeal, or take any other action,
directly or indirectly, to interfere with the acceptance or confirmation of the
Plan, the entry of the Confirmation Order or the occurrence of the Effective
Date.
3.3 It will engage in good faith negotiations with the other Parties and
other parties in interest regarding the Plan, Disclosure Statement and other
definitive documents that are consistent with this Agreement and/or are
necessary to the implementation of the transactions contemplated by this
Agreement.
3.4 Appaloosa hereby acknowledges and agrees that it has completed such
due diligence review as is required in order to commit to the New Investment and
that its obligations hereunder are not subject to any due diligence condition.
Without limiting the foregoing, the Debtors will continue to provide Appaloosa
with such information and access as it reasonably requests.
3.5 With respect to the UAW and USW only, not object to any application
under section 503(b) or as part of the Plan under section 1129(a)(4) by Stroock
for its representation of the Ad Hoc Group for payment of its reasonable legal
fees and expenses from the filing of the Debtors' Chapter 11 Cases to the
Effective Date up to a cap of $5 million.
3.6 With respect to Appaloosa only, support through publicly filed
pleadings any application under section 503(b) or as part of the Plan under
section 1129(a)(4) by Stroock for its representation of the Ad Hoc Group for
payment of its reasonable legal fees and expenses from the filing of the
Debtors' chapter 11 cases to the Effective Date up to a cap of $5 million.
3.7 It will not support any Plan premised upon the use of
section 382(l)(5) of the Internal Revenue Code and will support only a Plan
premised upon the use of section 382(l)(6) of the Internal Revenue Code.
ARTICLE IV
PLAN FRAMEWORK
4.1 The Plan will contain the terms set forth in the form of Plan and the
Investment Agreement, both of which are attached as Exhibits hereto and are
incorporated herein by reference.
ARTICLE V
ADDITIONAL AGREEMENTS
The Parties acknowledge and agree that as a critical and integral part of
the Global Settlement, the following agreements have been executed and
delivered:
5.1 The Debtors have executed and delivered the Union Settlement
Agreements, including the amendment dated as of the date hereof.
5.2 The USW and the UAW have executed and delivered their respective Union
Settlement Agreement in accordance with their respective constitutions,
including the amendment dated as of the date hereof; and
5.3 The Debtors and Appaloosa will execute and deliver the Investment
Agreement.
ARTICLE VI
TERMINATION EVENTS
6.1 The occurrence of any of the following shall be a "Termination Event":
a. The termination of the Investment Agreement once executed;
b. The termination of any one of the Union Settlement Agreements;
c. The Plan fails to become effective on or before May 1, 2008;
d. Any court shall declare, in a final, non-appealable order, this
Agreement to be unenforceable;
e. The Debtors obtain approval of a disclosure statement other than
the Disclosure Statement; or
f. The Motion is denied by the Bankruptcy Court.
6.2 All obligations hereunder of all Parties shall terminate and shall be
of no further force and effect:
a. Automatically, and without written notice, upon the occurrence of
the Termination Events described in Subsections 6.1(a), (b), (d), (e) and (f)
above;
b. Unless waived in writing by all Parties, upon written notice by
one Party upon the occurrence of the Termination Events described in Subsection
6.1(c) above; and
c. Automatically, and without written notice, immediately prior to
the issuance of the common stock and Convertible Preferred Shares contemplated
by the Plan and the Investment Agreement.
ARTICLE VII
GOVERNING LAW; JURISDICTION; VENUE
This Agreement shall be governed and construed in accordance with the
internal laws of the State of New York without regard to any conflict of law
provision that could require the application of the law of any other
jurisdiction. By its execution and delivery of this Agreement, each Party hereby
irrevocably and unconditionally agrees that the Bankruptcy Court will retain
exclusive jurisdiction over all matters related to the construction,
interpretation or enforcement
of this Agreement. Each Party further agrees to waive any objection based on
forum non conveniens. Each Party waives any right it may have to a trial by jury
and consents to the Bankruptcy Court hearing and determining any matters related
to the construction, interpretation or enforcement of this Agreement and the
Investment Agreement without regard to whether such matter is a core matter
within the meaning of 28 U.S.C. Section 157(b).
ARTICLE VIII
IMPLEMENTATION
8.1 After execution of this Agreement by all Parties, the Debtors will
file the Motion with the Bankruptcy Court. The USW and the UAW will timely file
statements in support of the Motion with the Bankruptcy Court.
8.2 The Parties agree to negotiate in good faith all of the documents and
transactions described in, or in connection with, this Agreement. Without
limiting the foregoing, the Exit Facility will be with parties and on market
terms reasonably acceptable to Appaloosa; provided that the Debtors shall have
the obligation to consult with Appaloosa regarding such terms and parties.
8.3 All holders of allowed Unsecured Claims will be entitled to purchase
shares of Series B Preferred at par value on a pro rata basis in accordance with
the terms of the Investment Agreement. Any shares of Series B Preferred not
purchased under the Series B Rights Offering will be purchased at par value by
Appaloosa and the Standby Purchasers; provided, however, that Appaloosa and the
Standby Purchasers shall receive a guaranteed minimum of 40% of the total
aggregate of shares of Series B Preferred and the Commitment Fee as
consideration for their agreement to purchase the excess shares of Series B
Preferred.
8.4 (a) Any signatory who is a member of the Official Committee of
Unsecured Creditors appointed in the Chapter 11 Cases (the "Creditors
Committee") executes this Agreement only in its individual capacity and not as a
member of the Creditors Committee, and nothing contained herein shall apply to
limit the free and unrestricted performance of such signatory's duties as a
member of the Creditors Committee, including, without limitation, the
consideration and action, solely as a Creditors Committee member and not in its
individual capacity, with respect to any competing plan of reorganization.
(b) Nothing contained herein shall restrict the right of a signatory to contact
the Creditors Committee to provide comments on any relevant matter under Section
1102(b)(2)(B) of the Bankruptcy Code, including without limitation the
signatory's views in favor of or against any competing plan of reorganization.
ARTICLE IX
GENERAL PROVISIONS
9.1 It is an express condition to the effectiveness of this Agreement that
the Bankruptcy Court shall have entered an order approving the Motion.
9.2 Except as expressly provided in this Agreement, nothing contained
herein (a) is intended to, or does, in any manner waive, limit, impair or
restrict the ability of each of the Parties to protect and preserve its rights,
remedies, and interests; (b) may be deemed an admission of any kind; or (c)
effects a modification of any existing agreement until such time as the
Bankruptcy Court may have approved such modification. If the transactions
contemplated herein are not consummated, or if this Agreement is terminated for
any reason, the Parties fully reserve any and all of their rights. Pursuant to
Federal Rule of Evidence 408 and any applicable state rules of evidence, this
Agreement and all negotiations relating thereto are not admissible into evidence
in any proceeding other than a proceeding to enforce the terms of this
Agreement.
9.3 Appaloosa shall promptly deliver to the Debtors, the USW and the UAW
written notice upon the termination of the Investment Agreement. The Debtors
shall promptly deliver to Appaloosa, the USW and the UAW written notice upon the
termination of the Investment Agreement.
9.4 The USW and/or the UAW shall deliver to the Debtors, the USW or the
UAW (as applicable) and Appaloosa written notice upon the termination of any one
of the Union Settlement Agreements as and when provided therein.
9.5 Each Party hereby acknowledges that this Agreement is not, and shall
not be deemed to be, a solicitation to accept or reject a plan or the Plan in
contravention of section 1125(b) of the Bankruptcy Code. Each Party further
acknowledges that no securities of any Debtor are being offered or sold hereby
and that this Agreement does not constitute an offer to sell or a solicitation
of an offer to buy any securities of any Debtor.
9.6 Each Party, severally and not jointly, represents, covenants, warrants
and agrees to each other Party, only as to itself and not as to each of the
others, that the following statements, as applicable, are true, correct and
complete as of the date hereof:
a. It has all requisite power and authority to enter into this
Agreement and to perform its obligations hereunder;
b. It is duly organized, validly existing, and in good standing
under the laws of its state of organization and it has the requisite power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder;
c. The execution and delivery of this Agreement and the performance
of its obligations hereunder have been duly authorized by all necessary action
on its part; provided, however, that the Debtors' authority to enter into this
Agreement is subject to Bankruptcy Court approval;
d. This Agreement has been duly executed and delivered by it and
constitutes its legal, valid, and binding obligation, enforceable in accordance
with the terms hereof, subject to entry of the order approving the Motion;
e. The execution, delivery, and performance by it (when such
performance is due) of this Agreement do not and shall not (i) violate any
provision of law, rule, or regulation applicable to it or any of its affiliates
or its certificate of incorporation or bylaws or other organizational documents
or those of any of its affiliates or (ii) conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under any
material contractual obligation to which it or any of its affiliates is a party;
and
f. There are no undisclosed agreements or commitments between or
among the Parties or, to the knowledge of the Parties, any other parties
regarding matters subject to the terms of this Agreement.
9.7 Except as otherwise specifically provided herein, this Agreement may
not be modified, waived, amended or supplemented unless such modification,
waiver, amendment or supplement is in writing and has been signed by each Party.
No waiver of any of the provisions of this Agreement shall be deemed or
constitute a waiver of any other provision of this Agreement, whether or not
similar, nor shall any waiver be deemed a continuing waiver.
9.8 This Agreement is intended to bind and inure to the benefit of the
Parties and their respective successors, assigns, heirs, executors,
administrators, and representatives; provided, however, that nothing contained
in this subsection shall be deemed to permit sales, assignments, delegations or
transfers of this Agreement or any Party's rights or obligations hereunder.
9.9 Nothing contained in this Agreement is intended to confer any rights
or remedies under or by reason of this Agreement on any person or entity other
than the Parties hereto, nor is anything in this Agreement intended to relieve
or discharge the obligation or liability of any third party to any Party to this
Agreement, nor shall any provision give any third party any right of subrogation
or action over or against any Party to this Agreement.
9.10 All notices and other communications in connection with this Agreement
shall be in writing and shall be deemed given (and shall be deemed to have been
duly given upon receipt) if delivered personally, sent via electronic facsimile
(with confirmation), mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation) to the Parties
at the following addresses:
a. If to the Debtors, to:
Xxxx Corporation
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
with a copy to:
Xxxxx Day
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq.
Xxxxxxx X. Xxxxxx, Esq.
b. If to the USW, to:
United Steelworkers
Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Jury, Esq.
c. If to the UAW, to:
International Union, UAW
Solidarity House
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
d. If to Appaloosa, to:
Appaloosa Management L.P.
00 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxx
with a copy to:
White & Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxx, Esq.
Xxxxxx Xxxxxxxx, Esq.
9.11 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same Agreement. Delivery of an executed signature page of this Agreement by
facsimile or electronic transmission shall be effective as delivery of a
manually executed signature page of this Agreement.
9.12 This Agreement constitutes the entire agreement among the Parties with
respect to the subject matter hereof and supersedes all prior agreements,
whether oral or written, with respect to such subject matter. This Agreement is
the product of negotiations among the Parties and represents the Parties'
intentions. In any action to enforce or interpret this Agreement, this Agreement
shall be construed in a neutral manner, and no term or provision of this
Agreement, or this Agreement as a whole, shall be construed more or less
favorably to any Party.
9.13 The agreements, representations and obligations of the Parties under
this Agreement are, in all respects, several and not joint. Any breach of this
Agreement by any Party shall not result in liability for any other non-breaching
Party.
[Remainder of page intentionally blank; remaining pages are signature pages.]
IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be
duly executed and delivered by their respective, duly authorized representatives
as of the date first above written.
XXXX CORPORATION
By:
---------------------
Name:
Title:
UNITED STEELWORKERS
By:
---------------------
Name:
Title:
INTERNATIONAL UNION, UAW
By:
---------------------
Name:
Title:
APPALOOSA MANAGEMENT L.P.
By:
---------------------
Name:
Title:
EXHIBIT A
[Form of Plan]
EXHIBIT B
[Investment Agreement with Exhibits]
