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Exhibit 10.6.2
August 12, 1999
Xxxxxx X. Xxxxxxx, Esquire
V.P.-Law, General Counsel and Secretary
Transtar, Inc.
P.O. Box 00
000 Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
RE: USS/KOBE - RTI OPCO CONSENTS AND NOTICES REGARDING TRANSTAR, INC.
AND LAKE TERMINAL RAILROAD - AGREEMENTS ON ATTACHED SCHEDULE
Dear Bob:
USS/Kobe Steel Company ("USS/Kobe") has decided to combine (the
"Combination") its business of manufacturing and selling hot-rolled and
cold-finished carbon and alloy steel bars (the "Bar Business") with the Bar
Businesses of Republic Engineered Steels, Inc. ("Republic") and Bar Technologies
Inc. ("Bar Tech"). The Combination, which is expected to be completed on August
13, 1999, will result in a new company to be called "Republic Technologies
International, LLC" ("RTI"). Following the Combination, USX Corporation and Kobe
Steel, the current owners of USS/Kobe, are expected to own 30% of RTI and
affiliates of The Blackstone Group and Veritas Capital Management, the current
owners of Republic and Bar Tech, and certain other investors are expected to own
70% of RTI. Prior to the Combination, USS/Xxxx's business of the manufacture and
sale of high-quality hot-rolled carbon and alloy seamless tubes will be
transferred to a new company to be owned by USX Corporation and Kobe Steel, Ltd.
The parties are confident that the Combination will be effectuated in a smooth
manner and that their customers, distributors and suppliers will continue to
obtain the same quality services for which they are each well known.
The Combination requires assignment of the agreements on the attached
schedule ("Agreements") from USS/Kobe to RTI. Upon assignment, RTI will assume
all rights of USS/Kobe and all obligations to Transtar, Inc, The Lake Terminal
Railroad Company, and USS Great Lakes Fleet, Inc. under the Agreements. These
Agreements to RTI's knowledge, constitute all written agreements presently in
effect between USS/Kobe, on the one hand, and Transtar, Inc., The Lake Terminal
Railroad Company or USS Great Lakes Fleet, Inc., on the other. Some of the
Agreements require consent to assignment, while some do not require such
consent. By this letter, USS/Kobe and RTI are seeking Transtar's written
consent, on its behalf and on behalf of The Lake Terminal Railroad Company and
USS Great Lakes Fleet, Inc., as the case may be, to assignments by USS/Kobe to
RTI of the scheduled Agreements which require consent to be transferred, and are
providing notice of the assignment of those Agreements on the attached schedule
which do not require consent to assignment. RTI represents that the relationship
with Transtar, Inc., The Lake Terminal Railroad Company and USS Great Lakes
Fleet, Inc. under
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Xxxxxx X. Xxxxxxx, Esquire
August 12, 1999
Page Two
each of the Agreements to be assigned, and the provision of services by The Lake
Terminal Railroad Company and USS Great Lakes Fleet, Inc. under the Agreements,
will not be affected by the Combination inasmuch as RTI will continue to utilize
the services of The Lake Terminal Railroad Company and USS Great Lakes Fleet,
Inc. which these entities have had rights to provide to USS/Kobe under the
Agreements, either directly for its own account or indirectly by arranging for
the use of such services by the successors and assigns of USS/Kobe going
forward, in accordance with the terms of the Agreements. With respect to those
Agreements which are easements, Transtar, on its own behalf and on behalf of The
Lake Terminal Railroad Company, acknowledges and agrees that those easements
were granted for the benefit of the entire USS/Kobe parcel, and after the
Combination the respective portions of the USS/Kobe parcel will each continue to
have full benefit of all the existing easements, which will be shared by RTI and
an affiliate of USS/Kobe. We would appreciate it if you would execute and return
the enclosed copy of this letter evidencing such consent and confirmation in the
self-addressed envelope provided at your earliest possible convenience.
If you have any questions regarding this matter, please contact me at
(000) 000-0000.
Sincerely,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Counsel to RTI
CONSENTED TO AND CONFIRMED:
REPUBLIC TECHNOLOGIES TRANSTAR, INC. on behalf of itself
INTERNATIONAL, LLC and The Lake Terminal Railroad Company
and USS Great Lakes Fleet, Inc.
By: /s/ Xxxx X. Xxxxxx By: /s/ X. X. Xxxxxxx
------------------------------- -----------------------------------
Print Name: Xxxx X. Xxxxxx Print Name: X. X. Xxxxxxx
----------------------- ---------------------------
Title: V.P., Finance, Treasurer
and Secretary Title: V.P. Finance & CFO
---------------------------- --------------------------------
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TRANSTAR/LAKE TERMINAL SCHEDULE OF CONTRACTS
1. Transportation Services Agreement, dated December 29, 1998, with Transtar,
Inc.
2. Transportation Services Agreement dated July 1, 1998, with USS Great Lakes
Fleet, Inc.
3. Agreement Concerning Leases, Licenses, and Easements with Transtar, Inc.,
effective December 29, 1998
4. Locomotive Lease Agreement, dated April 1, 1978, but actually made on June
23, 1978, with The Lake Terminal Railroad Company
5. Lease Agreement (145 Gondola Cars), dated December 21, 1998, with The Lake
Terminal Railroad Company
6. Lease Agreement (81 Billet Flat Cars), dated December 21, 1998, with The
Lake Terminal Railroad Company
7. Electrical Services Agreement with The Lake Terminal Railroad Company,
dated July 18, 1991
8. Lease (Locker Room), dated March 15, 1999, with The Lake Terminal Railroad
Company,
9. Track Lease with The Lake Terminal Railroad Company, dated January 1, 1995
for fifty-five (55) feet of LTRR's Track No. 111
10. License with The Lake Terminal Railroad, dated December 12, 1990, to
Access No. 3 Blast Furnace For Construction
11. Standing Order No. 295-0069314 ("Rubber Tire Scrap Box Services"), dated
July 28, 1995, with The Lake Terminal Railroad Company
12. Non-Exclusive Track No. 789 Easement With The Lake Terminal Railroad
Company To Cross Track No. 801 of The Lake Terminal Railroad Company, dated
December 4, 1989
13. Perpetual License to The Lake Terminal Railroad Company, dated June 26,
1989, Granting LTRR access to the Lorain Plant
14. Perpetual Utility License to The Lake Terminal Railroad Company, dated June
26, 1989, Granting LTRR a Utility License
15. Non-Exclusive Pipeline Easement from The Lake Terminal Railroad Company to
USS/Kobe, dated June 26, 1989
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16. Non-Exclusive Wireline Easement from The Lake Terminal Railroad Company to
USS/Kobe, dated June 26, 1989
17. Non-Exclusive Emergency Access Easement from The Lake Terminal Railroad
Company to USS/Kobe, dated June 26, 1989
18. Non-Exclusive Access Easement from The Lake Terminal Railroad Company to
USS/Kobe, dated June 26, 1989 (Bridges 1-3, Vine St., Globe St., Pearl
Ave., Grove St., Dries 1, 5, 7-10); also Partial Termination of Easement
dated March 1, 1994 terminating the portion described as "Charleston-2
easement"
19. Non-Exclusive Access Easement from USS/Kobe to The Lake Terminal Railroad
Company, dated June 26, 1989, (ingress and egress to and from tracks,
switches and equipment of USS/Kobe)
20. Memorandum of Understanding with The Lake Terminal Railroad Company, dated
May 8, 1997
21. Rail Transportation Contract LT-C-0023 with The Lake Terminal Railroad
Company, dated December 21, 1998
22. Indemnification Agreement & Nursing Services Agreement With The Lake
Terminal Railroad Company, dated September 21, 1993
23. Lease Agreement from USS/Kobe to The Lake Terminal Railroad Company dated
November 1, 1991, leasing westerly half up to corrugated steel partition of
Narrow Gauge Locomotive Repair Shop. The Lake Terminal Railroad Company
gave 60-day notice to cancel to USS/Kobe on July 30, 1999.
