EXECUTION COPY
USX Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
August 13, 1999
Republic Technologies International, LLC
0000 Xxxxxxx Xxxxxxx
Xxxxx, Xxxx 00000
Lorain Tubular Company, LLC
c/o USX Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Kobe Steel, Ltd.
10-26 Wakinohamacho 0-Xxxxx
Xxxx-Xx, Xxxx Xxxx, Xxxxx 651-0072
Ladies and Gentleman:
Reference is made to the Asset Purchase and Contribution Agreement,
dated as of May 31, 1989 (the "Contribution Agreement"), among Kobe Steel, Ltd.
("Kobe"), Kobe/Lorain Inc. ("Kobe Holdings"), USX Corporation ("USX"), USS
Lorain Holding Company, Inc. ("USX Holdings") and USS/Kobe Steel Company
("USS/Kobe") providing for, among other things, the contribution by USX of
certain real property, equipment, inventory and other assets located at Lorain,
Ohio ("Lorain Works") to USS/Kobe and the assumption by USS/Kobe of certain
related liabilities. The Contribution Agreement provided that the responsibility
for certain environmental liabilities arising prior to the date thereof would be
borne by USX and for certain others would be borne by USS/Kobe.
This letter is being delivered in connection with the Master
Restructuring Agreement (the "MRA"), dated as of August 13, 1999, among Bar
Technologies Inc., RES Holding Corporation, Republic Engineered Steels, Inc.,
Republic Technologies International Holdings, LLC, Republic Technologies
International, LLC ("RTI Opco"), Blackstone Capital Partners II Merchant Banking
Fund L.P., Blackstone Offshore Capital Partners II L.P., Blackstone Family
Investment Partnership II L.P., The Veritas Capital Fund, L.P., HVR Holdings,
L.L.C., USX, Kobe, USX Holdings, Kobe Holdings, USX RTI Holdings, Inc., Kobe
Delaware Inc., Kobe RTI Holdings, Inc., Lorain Tubular Company, LLC ("NewTube")
and USS/Kobe providing for, among other things, the transfer by USS/Kobe to
NewTube of the USS/Kobe Tubular Assets (as defined in the MRA) and the
assumption by NewTube of the USS/Kobe Tubular Liabilities (as defined in the
MRA), followed by the merger of USX Holdings and Kobe Holdings, each a 50%
general partner in USS/Kobe, with and into RTI Opco in order to combine the
USS/Kobe Bar Business
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(as defined in the MRA) with the business of RTI Opco (together, the
"Transactions"). As a result of the Transactions, the assets and liabilities of
USS/Kobe, including those contributed by USX under the Contribution Agreement,
will be split between NewTube and RTI Opco. In connection with the Transactions,
the parties hereto desire to set forth the rights and obligations following the
consummation of the Transactions of each of USX, NewTube and RTI Opco for
environmental liabilities previously governed by the Contribution Agreement (the
date of such consummation, the "Closing Date") as follows.
Unless otherwise specified herein, capitalized terms used but not
defined herein shall have the meanings assigned to them in the Contribution
Agreement. References herein to Schedules refer to the Schedules to the
Contribution Agreement.
Section 1.1 Inactive and Closed Production Facilities.
(a) Responsibility and liability for the cost of performing
any Environmental Remediation at or caused by any of the inactive or closed
production facilities listed in Schedule 11.1 shall be allocated as follows: (i)
RTI Opco and NewTube (collectively, in the manner set forth in this clause (a)
below) will assume responsibility and liability for the first $10,000,000 (such
amount, the "Closed Facility Basket") of such costs (whether or not necessary to
satisfy an Agency Demand) to be spent at any or all of the inactive or closed
production facilities listed in Schedule 11.1, and (ii) once RTI Opco and
NewTube have, under the terms of this Section 1.1, paid, agreed to pay, or
authorized the payment of a total of $10,000,000 toward such costs, USX shall
retain all responsibility and liability, as a Retained Liability, for any and
all costs of Environmental Remediation in excess of $10,000,000 (the "Additional
Closed Facility Amounts") which are necessary to satisfy any Agency Demand
applicable to any or all of the inactive or closed production facilities listed
in Schedule 11.1; provided, however, that costs incurred by RTI Opco or NewTube
to perform any Environmental Remediation, to the extent not necessary to satisfy
an Agency Demand, shall be not be counted toward the Closed Facility Basket
unless USX has approved such Environmental Remediation, such approval not to be
unreasonably withheld. RTI Opco and NewTube shall be responsible for funding the
Closed Facility Basket as follows: (a) any amounts actually paid by USS/Kobe
under the Closed Facility Basket prior to the Closing Date shall be deemed to
have been contributed by NewTube; and (b) any amounts paid by RTI Opco or
NewTube under the Closed Facility Basket on and after the Closing Date shall be
borne by the party responsible and liable for such liability in accordance with
the MRA (i.e., NewTube shall be responsible for paying all amounts to the extent
arising, directly or indirectly, from or in connection with the USS/Kobe Tubular
Liabilities and RTI Opco shall be responsible for paying all amounts to the
extent arising, directly or indirectly, from or in connection with the USS/Kobe
Bar Liabilities (as defined in the MRA)) until the Closed Facility basket has
been fully paid. Once the Closed Facility Basket has been fully exhausted, USX
shall pay any and all Additional Closed Facility Amounts as provided in the
first sentence of this clause (a) to the party that bears responsibility and
liability for such costs under the MRA; provided, however, that in the event
that RTI Opco or NewTube paid more than $5,000,000 of the amounts that exhausted
the Closed Facility Basket (the "Closed Facility Over-Contributing Party") (the
amount by which the contribution of the Closed Facility Over-Contributing Party
exceeds that of the other party, the "Closed Facility Catch-up Amount"),
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USX shall pay any Additional Closed Facility Amounts otherwise owing hereunder
to the other party instead to both of RTI Opco and NewTube in the same
proportion that such parties contributed to the Closed Facility Basket until
such time as the Closed Facility Over-Contributing Party has received an amount,
otherwise owing hereunder to the other party, equal to the Closed Facility
Catch-up Amount. For example, if RTI Opco has paid $7,000,000 and NewTube has
paid $3,000,000 of the amounts that exhausted the Closed Facility Basket,
Additional Closed Facility Amounts otherwise due to NewTube from USX shall
instead be paid 70% to RTI Opco and 30% to NewTube until such time as RTI Opco
has received Additional Closed Facility Amounts equal to $4,000,000 (the full
amount of the Closed Facility Catch-up Amount).
(b) To the extent USS/Kobe has caused, or RTI Opco or NewTube
causes, a Release of a Chemical Substance onto one of the inactive or closed
production facilities listed in Schedule 11.1 and there is an Agency Demand for
Environmental Remediation at the affected facility: (i) RTI Opco and NewTube
shall assume responsibility and liability (in accordance with the MRA) for only
the cost of that portion of the Environmental Remediation required to respond to
the Release caused by USS/Kobe, RTI Opco or NewTube and such costs shall not be
counted toward satisfaction of RTI Opco's and NewTube's responsibility for the
first $10,000,000 of such Environmental Remediation costs set forth in Section
1.1(a)(i); and (ii) the remainder of such costs necessary to satisfy an Agency
Demand for Environmental Remediation shall be allocated between RTI Opco and
NewTube and USX in accordance with Section 1.1(a).
(c)(i) Where an Agency Demand for Environmental Remediation
was triggered solely by USS/Xxxx's decision, or would be triggered solely by RTI
Opco's or NewTube's decision, to make Use of any portion of an inactive or
closed production facility listed in Schedule 11.1, and where no Agency Demand
for Environmental Remediation at that portion of such facility has been made
prior to the time of such decision to make Use of such facility, then the cost
of such Environmental Remediation shall be allocated between RTI Opco and
NewTube and USX in accordance with Section 1.1(a) only if no other portion of
the Real Property is available at that time which would both (x) be suitable for
such Use, and (y) be able to be put to that Use without the need for any
Environmental Remediation.
(c)(ii) Any cost of Environmental Remediation at or caused by
the facilities listed in Schedule 11.1 which does not qualify under Section
1.1(c)(i) for allocation between RTI Opco and NewTube and USX in accordance with
Section 1.1(a) shall not be counted toward satisfaction of RTI Opco's and
NewTube's responsibility for the first $10,000,000 of costs of Environmental
Remediation set forth in Section 1.1(a)(i).
(d) For the purposes of Sections 1.1(c) and 1.2(c), the "Use"
of an inactive or closed production facility listed in Schedule 11.1 or an
inactive, identified solid waste management unit listed in Schedule 11.2 means:
(i) resumption of the facility's or unit's original designed purpose; (ii)
installation and operation of new production facilities; (iii) construction and
operation of a new building or other structure; or (iv) any physical site
preparation for a storage area requiring soil excavation, but does not mean: (x)
performance of routine security, maintenance, or similar protective activities;
(y) operation, replacement, or upgrading of existing
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utility lines, roads, railroad track, or the like; or (z) storage of raw
materials, finished products, or equipment.
Section 1.2 Identified Solid Waste Management Units.
(a) Responsibility and liability for the cost of performing
any Environmental Remediation at or caused by any of the identified solid waste
management units listed in Schedule 11.2 shall be allocated as follows: (i) RTI
Opco and NewTube (collectively, in the manner set forth in this clause (a)
below) will assume responsibility and liability for the first $9,000,000 (such
amount, the "SWMU Basket") of such costs (whether or not necessary to satisfy an
Agency Demand) to be spent at any or all of the identified solid waste
management units listed in Schedule 11.2; and (ii) once RTI Opco and NewTube
have, under the terms of this Section 1.2, paid, agreed to pay, or authorized
the payment of a total of $9,000,000 toward such costs, USX shall retain all
responsibility and liability, as a Retained Liability, for any and all costs of
Environmental Remediation in excess of $9,000,000 (the "Additional SWMU
Amounts") to be incurred after the Closing which are necessary to satisfy any
Agency Demand applicable to any or all of the identified solid waste management
units listed in Schedule 11.2; provided, however, that costs incurred by RTI
Opco or NewTube to perform any Environmental Remediation, to the extent not
necessary to satisfy an Agency Demand, shall be not be counted toward the SWMU
Basket unless USX has approved such Environmental Remediation, such approval not
to be unreasonably withheld. RTI Opco and NewTube shall be responsible for
funding the SWMU Basket as follows: (a) any amounts actually paid by USS/Xxxx
under the SWMU Basket prior to the Closing Date shall be deemed to have been
contributed by NewTube; and (b) any amounts paid by RTI Opco or NewTube under
the SWMU Basket on and after the Closing Date shall be borne by the party
responsible and liable for such liability in accordance with the MRA (i.e.,
NewTube shall be responsible for paying all amounts to the extent arising,
directly or indirectly, from or in connection with the USS/Kobe Tubular
Liabilities and RTI Opco shall be responsible for paying all amounts to the
extent arising, directly or indirectly, from or in connection with the USS/Kobe
Bar Liabilities) until the SWMU basket has been fully paid. Once the SWMU Basket
has been fully exhausted, USX shall pay any and all Additional SWMU Amounts as
provided in the first sentence of this clause (a) to the party that bears
responsibility and liability for such costs under the MRA; provided, however,
that in the event that RTI Opco or NewTube paid more than $4,500,000 of the
amounts that exhausted the SWMU Basket (the "SWMU Over-Contributing Party") (the
amount by which the contribution of the SWMU Over-Contributing Party exceeds
that of the other party, the "SWMU Catch-up Amount"), USX shall pay any
Additional SWMU Amounts otherwise owing hereunder to the other party instead to
both of RTI Opco and NewTube in the same proportion that such parties
contributed to the SWMU Basket until such time as the SWMU Over-Contributing
Party has received an amount, otherwise owing hereunder to the other party,
equal to the SWMU Catch-up Amount. For example, if RTI Opco has paid $6,000,000
and NewTube has paid $3,000,000 of the amounts that exhausted the SWMU Basket,
Additional SWMU Amounts otherwise due to NewTube from USX shall instead be paid
66-2/3% to RTI Opco and 33-1/3% to NewTube until such time as RTI Opco has
received Additional SWMU Amounts equal to $3,000,000 (the full amount of the
SWMU Catch-up Amount).
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(b) To the extent USS/Kobe has caused, or RTI Opco or NewTube
causes, a Release of a Chemical Substance onto one of the identified solid waste
management units listed in Schedule 11.2 and there is an Agency Demand for
Environmental Remediation at the affected unit: (i) RTI Opco and NewTube shall
assume responsibility and liability (in accordance with the MRA) for only the
cost of that portion of the Environmental Remediation required to respond to the
Release caused by USS/Kobe, RTI Opco or NewTube and such costs shall not be
counted toward satisfaction of RTI Opco's and NewTube's responsibility for the
first $9,000,000 of such costs of Environmental Remediation set forth in Section
1.2(a)(i); and (ii) the remainder of such costs necessary to satisfy an Agency
Demand for Environmental Remediation at such units shall be allocated between
RTI Opco and NewTube and USX in accordance with Section 1.2(a).
(c)(i) Where an Agency Demand for Environmental Remediation
was triggered solely by USS/Xxxx's decision, or would be triggered solely by RTI
Opco's or NewTube's decision, to make Use of any portion of an inactive,
identified solid waste management unit listed in Schedule 11.2 and identified as
inactive in Schedule 11.2, and where no Agency Demand for Environmental
Remediation at such unit has been made prior to the time of such decision to
make Use of such inactive unit, the cost of such Environmental Remediation shall
be allocated between RTI Opco and NewTube and USX as set forth in Section 1.2(a)
only if no other portion of the Real Property is available at that time which
would both (x) be suitable for such Use, and (y) be able to be put to that Use
without the need for any Environmental Remediation.
(c)(ii) Any cost of Environmental Remediation which does not
qualify under Section 1.2(c)(i) for allocation between RTI Opco and NewTube and
USX in accordance with Section 1.2(a) shall not be counted toward satisfaction
of RTI Opco's and NewTube's responsibility for the first $9,000,000 of costs of
Environmental Remediation set forth in Section 1.2(a)(i).
Section 1.3 Agency Demands for Environmental Remediation at
Additional Areas of the Real Property.
(a) Responsibility and liability for the cost of performing
any Environmental Remediation necessary to satisfy any Agency Demand made on or
before December 31, 1991 and applicable to any portion of the Real Property,
other than those listed in Schedules 11.1, 11.2, 11.4, and 11.5 shall be
allocated as follows: (i) RTI Opco and NewTube (collectively, in the manner set
forth in this clause (a) below) will assume responsibility and liability for the
first $12,000,000 (such amount, the "General Basket") of such costs to be spent
at any and all such unlisted areas; and (ii) once RTI Opco and NewTube have,
under the terms of this Section 1.3, paid, agreed to pay, or authorized the
payment of a total of $12,000,000 toward such costs, USX shall retain all
responsibility and liability, as a Retained Liability, for any and all costs of
Environmental Remediation in excess of $12,000,000 (the "Additional General
Amounts") which are necessary to satisfy any Agency Demand made on or before
December 31, 1991 applicable to any and all such unlisted areas. RTI Opco and
NewTube shall be responsible for funding the General Basket as follows: (a) any
amounts actually paid by USS/Xxxx under the General Basket prior to the Closing
Date shall be deemed to have been contributed by NewTube;
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and (b) any amounts paid by RTI Opco or NewTube under the General Basket on and
after the Closing Date shall be borne by the party responsible and liable for
such liability in accordance with the MRA (i.e., NewTube shall be responsible
for paying all amounts to the extent arising, directly or indirectly, from or in
connection with the USS/Kobe Tubular Liabilities and RTI Opco shall be
responsible for paying all amounts to the extent arising, directly or
indirectly, from or in connection with the USS/Kobe Bar Liabilities) until the
General Basket has been fully paid. Once the General Basket has been fully
exhausted, USX shall pay any and all Additional General Amounts as provided in
the first sentence of this clause (a) to the party that bears responsibility and
liability for such costs under the MRA; provided, however, that in the event
that RTI Opco or NewTube paid more than $6,000,000 of the amounts that exhausted
the General Basket (the "General Over-Contributing Party") (the amount by which
the contribution of the General Over-Contributing Party exceeds that of the
other party, the "General Catch-up Amount"), USX shall pay any Additional
General Amounts otherwise owing hereunder to the other party instead to both of
RTI Opco and NewTube in the same proportion that such parties contributed to the
General Basket until such time as the General Over-Contributing Party has
received an amount, otherwise owing hereunder to the other party, equal to the
General Catch-up Amount. For example, if RTI Opco has paid $8,000,000 and
NewTube has paid $4,000,000 of the amounts that exhausted the General Basket,
Additional General Amounts otherwise due to NewTube from USX shall instead be
paid 66-2/3% to RTI Opco and 33-1/3% to NewTube until such time as RTI Opco has
received Additional General Amounts equal to $4,000,000 (the full amount of the
General Catch-up Amount).
(b) If USS/Kobe caused a Release of a Chemical Substance onto
any portion of the Real Property, other than those listed in Schedules 11.1,
11.2, 11.4, and 11.5 and there was an Agency Demand made on or before December
31, 1991 for Environmental Remediation at any such unlisted area, RTI Opco and
NewTube shall assume responsibility and liability (in accordance with the MRA)
for only the cost of that portion of the Environmental Remediation required to
respond to the Release caused by USS/Kobe, and such costs shall not be counted
toward satisfaction of RTI Opco and NewTube's responsibility for the first
$12,000,000 of the cost of such Environmental Remediation set forth in Section
l.3(a)(i); and the remainder of such costs necessary to satisfy an Agency Demand
made on or before December 31, 1991 for Environmental Remediation at any such
area shall be allocated between RTI Opco and NewTube and USX in accordance with
Section 1.3(a).
Section 1.4 USX Environmental Projects. USX shall retain all
responsibility and liability, as Retained Liabilities, for: (i) the cost of
completing all of the environmental projects listed in Schedule 11.4; and (ii)
any fines, penalties, or other costs required to satisfy any Agency Demand
arising out of or related to satisfaction of any Legal Requirement or
Environmental Law applicable to the performance leading to the completion of any
such environmental project, regardless of whether such costs exceed the amounts
previously budgeted and authorized by USX for completion of such projects.
Section 1.5 Active Solid Waste Management Units. Schedule 11.5
sets forth a list of the active solid waste management units located on the Real
Property that, in addition to
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those solid waste management units listed on Schedule 11.1, 11.2 or 11.4, will
be excepted from the allocation of liabilities described in Section 1.3(a).
Section 1.6 Groundwater Remediation Costs. In addition to, and
without limiting the effects of, any other provision hereof, responsibility and
liability for the cost of performing any Groundwater Remediation (other than the
costs of performing Environmental Remediation of groundwater associated with the
USX environmental projects listed in Schedule 11.4, for which responsibility is
retained by USX) shall be allocated as follows: (i) RTI Opco and NewTube and
will assume responsibility and liability for 65 percent of such costs (allocated
in accordance with the MRA); and (ii) USX shall retain responsibility and
liability, as a Retained Liability, for 35 percent of such costs.
Section 1.7 Liability for Off-Site Environmental Conditions.
(a) USX shall retain all responsibility and liability, as a
Retained Liability, for all costs, claims, and liabilities for Environmental
Remediation and Groundwater Remediation caused by, arising out of, or otherwise
relating to acts or omissions of either USX or USX's USS division ("USS"), or
their agents prior to June 30, 1989, with respect to any site, property, or area
(other than the Real Property) used for or affected by any disposal or Release
of any Chemical Substance caused by, arranged by, or attributable to USX, USS,
or their agents.
(b) RTI Opco and NewTube shall assume all responsibility and
liability (in accordance with the MRA) for all costs, claims, and liabilities
for Environmental Remediation and Groundwater Remediation caused by, arising out
of, or otherwise relating to acts or omissions of USS/Kobe, RTI Opco or NewTube
or their agents on or after June 30, 1989, with respect to any site, property,
or area (other than the Real Property) used for or affected by any disposal or
Release of any Chemical Substance caused, arranged by, or attributable to
USS/Kobe, RTI Opco or NewTube or their agents.
(c) In the event that any site, property, or area (other than
the Real Property) has been or is used for or affected by any disposal or
Release of any Chemical Substance that was or is caused by, arranged by, or
attributable to both: (i) the acts or omissions of either USX, USS, or their
agents prior to June 30, 1989; and (ii) the acts or omissions of USS/Kobe, RTI
Opco or NewTube or their agents on or after June 30, 1989, then all costs,
claims, and liabilities for Environmental Remediation and Groundwater
Remediation caused by, arising out of, or otherwise relating to such acts or
omissions shall be allocated between RTI Opco and NewTube and USX on a pro-rata
basis determined by the volume of Chemical Substance disposed of or Released on
any such site, property, or area which is attributable to each party. Any such
liability allocated to USX pursuant to this Section 1.7(c) shall be a Retained
Liability.
(d) USX agrees and acknowledges that the term "Real Property"
as used in this Section 1.7 will not be deemed to include portions of the Black
River not owned by USX, USS/Kobe or NewTube, as the case may be, as part of
Lorain Works.
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Section 1.8 Asbestos Survey and Remediation. USX shall retain
all responsibility and liability, as a Retained Liability, for: (i) the costs of
completing the entire asbestos survey authorized at the Lorain Works in
existence at June 30, 1989; and (ii) the costs of remediating all asbestos and
asbestos-containing material identified as friable in the Lorain Works asbestos
survey in existence at June 30, 1989. For purposes of this provision, costs of
remediation shall include but not be limited to all costs of testing, analysis,
encapsulation, removal, packaging and on-site and off-site transportation,
management, and disposal of asbestos and asbestos-containing material.
Section 1.9 Pre-June 30, 1989 Violation of Environmental Laws.
USX shall retain responsibility and liability, as a Retained Liability, for any
criminal penalties, civil penalties, Damages, or other costs based on, arising
out of, related to, or necessary to resolve any violations or alleged violations
of any Environmental Law which occurred at the Lorain Works prior to June 30,
1989; provided, that notice of such violation or alleged violation was issued by
any governmental body, provided by any other person, or was otherwise given to
USX on or before December 30, 1989; provided, further, however, that this
limitation on USX's responsibility and liability for costs related to such
violations of Environmental Laws shall not apply to or in any way limit those
Retained Liabilities relating to any pre-June 30, 1989 violations of
Environmental Laws which relate to or are otherwise based on USX's obligations
set forth in Sections 1.4, 1.7, and 1.8.
Section 1.10 Changes in Environmental Law. Responsibility and
liability for the costs of complying with any requirement of any Environmental
Law which was or is changed after June 30, 1989 shall be allocated as follows:
(i) USX shall retain all responsibility and costs, as a Retained Liability, for
complying with any requirement of any Environmental Law which was or is changed
after June 30, 1989 which applies to or otherwise affects the requirements
applicable to performance of the D-2 hazardous waste landfill and Black River
dredging project listed and identified in Schedule 11.4; (ii) if any requirement
of any Environmental Law pertaining to Groundwater Remediation was or is changed
after June 30, 1989, it shall have no effect on the allocation of responsibility
and liability set forth in Section 1.6 for the cost of performing any
Groundwater Remediation; (iii) if any Environmental Remediation of any site,
property, or area (other than the Real Property) used for or affected by any
disposal or Release of any Chemical Substance was or is changed after June 30,
1989, it shall have no effect on the allocation of responsibility and liability
set forth in Section 1.7 for the cost of performing any such Environmental
Remediation; (iv) if any requirement of any Environmental Law applicable to the
Environmental Remediation of any portion of the Real Property referred to in
Sections 1.1, 1.2, or 1.3 was or is changed after June 30, 1989, it shall have
no effect on the allocation of responsibility and liability set forth in
Sections 1.1, 1.2 and 1.3 for the cost of performing any such Environmental
Remediation if the change implements a specific statutory provision that was
enacted on or before June 30, 1989; provided, however, that once any such
portion of the Real Property has undergone Environmental Remediation for which a
certification of complete closure or approval has been issued by the appropriate
governmental agencies, the costs of and responsibility for any additional
Environmental Remediation which is subsequently required of that portion of the
Real Property shall be assumed by RTI Opco and NewTube (in accordance with the
MRA); and (v) notwithstanding the foregoing, if any
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requirement of any Environmental Law applicable to the Environmental Remediation
of any portion of the Real Property referred to in Sections 1.1, 1.2, or 1.3 was
or is changed after June 30, 1989 and such change would apply a more stringent
control technology or performance standard to any production facility or
operating unit under either the Clean Air Act or the Clean Water Act, then RTI
Opco and NewTube (in accordance with the MRA) shall assume the cost of complying
with that more stringent control technology or performance standard.
Section 1.11 Validity. In the event any one or more of the
provisions contained in this Letter should be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby.
Section 1.12 Governing Law. This Agreement will be governed by
and construed in accordance with the law of the State of New York.
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Very truly yours,
USX Corporation
By: /s/ X. X. Xxxxxxx, Xx.
-------------------------------
Name: X. X. Xxxxxxx, Xx.
Title: Vice President-Strategic
Planning
Acknowledged and Accepted,
Republic Technologies International, LLC
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Authorized Person
Lorain Tubular Company, LLC
By: /s/ X. X. Xxxxxxx
----------------------------------------
Name: X. X. Xxxxxxx
Title:
Kobe Steel, Ltd.
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
