EXHIBIT A
[LOGO OF IVACO]
IVACO INC., PLACE MERCANTILE, 000 XXX XXXXXXXXXX XXXXX
XXXXXXXX (XXXXXX) XXXXXX H3A 1G1 TEL (000) 000-0000
XXXXXX X. XXXXXX, C.A.
Senior Vice-President and
Chief Financial Officer December 15, 1998
TO: Ivacan Inc.
This is to confirm and ratify our agreement as follows:
1. TRANSFER OF INTEREST: Ivaco Inc. ("Ivaco") hereby transfers all its
outstanding membership interest in LCL Holdings I, LLC ("Holdings I"), in
consideration for one fully paid and non-assessable common share of Ivacan
Inc. ("Ivacan") issued today to Ivaco, the receipt of which is hereby
acknowledged by Ivaco. Ivacan hereby acknowledges receipt of a form of
assignment dated December 15, 1998, duly executed by Ivaco, together with
certificate No. 001 representing a 100% interest in Holdings I.
2. NOTIFICATION AND UNDERTAKING: Ivaco hereby agrees to notify Midwest
Holdings Inc. (c/o Birmingham Steel Corporation) of the transfer of
interest mentioned in (1) above, pursuant to a certain purchase agreement
made as of September 26, 1997 by and among Ivaco, Holdings I, Midwest
Holdings Inc. and Birmingham Steel Corporation (the "Purchase Agreement").
In addition, Ivacan shall agree to be bound by all the terms and
conditions of the Purchase Agreement.
3. REPRESENTATIONS: Ivaco hereby represents and warrants that, as of the
date hereof, Ivaco owns its membership interest in Holdings I free and
clear of any liens, adverse claims of encumbrances.
Yours truly,
Ivaco Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice-President and
Financial Officer
ACCEPTED this 15th day of December, 1998
Ivacan Inc.
By: /s/ Xxx-Xxxx Xxxxxxxxxx
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Xxx-Xxxx Xxxxxxxxxx
Secretary
